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Bylaws
Bylaws (36K)
Doc #290281: Click preview link for longer preview.
BY-LAWS
OF
CIHC, INCORPORATED
ARTICLE I
Offices
Section 1. Registered office. The registered office of CIHC,
Incorporated (the "Corporation"), in the State of Delaware shall be at
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle. The name of the registered agent in charge thereof is The Corporation
Trust Company.
Section 2. . . .
290281
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Bylaws
Bylaws (48K)
Doc #3140636: This document is immediately available for purchase, but does not have a preview available for viewing.
3140636
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Bylaws
Bylaws (49K)
Doc #290214: Click preview link for longer preview.
BY-LAWS
OF
CONSECO, INC.
A Delaware corporation
(Adopted as of March 25, 2003)
ARTICLE I
---------
OFFICES
-------
Section 1. Registered Office. The registered office of the corporation in
the State of Delaware shall be located at 1209 Orange Street, Wilmington, . . .
290214
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Conseco
As referenced in this Bylaws:
CONSECO, INC – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}4
{FILENAME}bylaws.txt
{DESCRIPTION}T3B BYLAWS
{TEXT}
Exhibit T3B
BY-LAWS
OF
CONSECO, INC .
A Delaware corporation
(Adopted as of March 25, 2003)
ARTICLE I
---------
OFFICES
-------
Section 1. Registered Office. The registered office of the corporation
_____________
dt 248107
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Notification of Late Filing
Notification of Late Filing (6K)
Doc #290222: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}NT 11-K
{SEQUENCE}1
{FILENAME}notice.txt
{DESCRIPTION}FORM NT 11-K
{TEXT}
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
1-9250
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
------------------------
------------------------------------------------------------------------------
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Part I--Registrant Information
Full Name of Registrant:
Conseco, Inc.
Former Name if Applicable:
-----------------------------------------------------------------------
{PAGE}
Address of Principal Executive Office (Street and Number):
11825 N. Pennsylvania Street
City, State and Zip Code:
Carmel, IN 46032
Part II--Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
[x] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III--Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed period. (Attach Extra Sheets if Needed)
The Registrant's Annual Report on Form 11-K for the year ended December 31,
2002, with respect to the ConsecoSave Plus Plan cannot be completed within the
prescribed time period due to a delay in finalizing the audit of the financial
statements to be included in such Form 11-K. The Registrant's Annual Report on
Form 11-K will be filed as soon as practicable.
-2-
{PAGE}
Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification
John R. Kline (317) 817-6144
----------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify
report(s).
[ x ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof?
290222
|
Conseco
As referenced in this Notification of Late Filing:
Conseco, Inc – portion of the filing checked above, identify
the Item(s) to which the notification relates:
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Part I--Registrant Information
Full Name of Registrant:
Conseco, Inc .
Former Name if Applicable:
-----------------------------------------------------------------------
{PAGE}
Address of Principal Executive Office (Street and Number):
11825 N. Pennsylvania Street
City, State and Zip Code:
_____________
CONSECO, INC – the anticipated change, both
narratively and quantitatively, and if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
CONSECO, INC .
-------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly
_____________
dt 248111
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Registration Rights Agreement
Registration Rights Agreement (50K)
Doc #290194: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of September 10, 2003 by and between CONSECO, INC., a Delaware corporation
(the "Issuer"), and the holders of common stock of the Issuer named on the
signature pages hereto; which holders shall be limited to (i) holders of 5%
or more of such class of the Issuer's securities as of the Effective Date,
(ii) other holders who have notified the Issuer in writing that they are
members of a "group" (as such term is defined for purposes of the Exchange
Act) of holders owning 5% or more of such class of the Issuer's securities as
of the Effective Date and (iii) other holders who have notified the Issuer in
writing that they are "underwriters" (as such term is defined in Section 1145
of the Bankruptcy Code (as defined below)) (the "Initial Holders").
WHEREAS, concurrently herewith the Issuer is consummating the issuance
of Conseco, Inc. common stock, par value $.01 per share (the "Common Stock"),
pursuant to a reorganization plan (the "Plan") under chapter 11 of title 11
of the United States Code (the "Bankruptcy Code");
WHEREAS, the Initial Holders will be holders of Common Stock of the
Issuer following the confirmation of the Plan;
WHEREAS, the parties hereto wish to enter into this Agreement in order
to provide for certain arrangements concerning their relationship following
the issuance of the Common Stock;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. As used herein the following terms shall have
the following meanings:
"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under common control with such Person. For
the purposes of this definition, "control" when used with respect to any
Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Agreement" has the meaning set forth in the Preamble hereto.
"Appaloosa" means Appaloosa Management, L.P. and its Affiliates.
"Commission" means the United States Securities and Exchange Commission.
"Common Stock" has the meaning set forth in the Preamble hereto.
"Demand Registration" means a Demand Registration as defined in Section
2.2.
"Effective Date" means the date the Plan becomes effective under the
Bankruptcy Code.
"Exchange Act" means the United States Securities Exchange Act of 1934,
as amended.
"Holder" shall mean any Initial Holder who holds Registrable Securities
or any assignee or transferee of a Registrable Security unless such
Registrable Security is acquired in a public distribution pursuant to a
registration statement under the Securities Act or pursuant to a transaction
exempt from registration under the Securities Act where securities sold in
such transaction may be resold without subsequent registration under the
Securities Act.
"Issuer" has the meaning set forth in the Preamble hereto.
"Person" means any individual, corporation, partnership, trust, limited
liability company, government or governmental agency.
"Piggy-Back Registration" means a Piggy-Back Registration as defined in
Section 2.3.
"Preferred Registration Rights Agreement" means that certain
Registration Rights Agreement dated as of even date herewith by and between
the Issuer and certain holders of Preferred Stock.
"Preferred Stock" means the Preferred Stock, par value $.01, of the
Issuer.
The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
"Registrable Securities" means (i) the Common Stock, (ii) any shares of
Common Stock issued upon conversion or exchange of any securities held by the
Initial Holders convertible or exchangeable into Common Stock and (iii) any
other securities that may be issued or distributed in respect of such Common
Stock by way of any stock split, stock dividend, exchange or other
distribution, recapitalization, reclassification, merger, consolidation or
similar event. For the purposes of this Agreement, Registrable Securities of
any Holder will cease to be Registrable Securities when (a) a registration
statement covering such Registrable Securities has been declared effective
and such Registrable Securities have been sold pursuant to such effective
registration statement or (b) in the opinion of counsel for the Issuer the
sale of such Holder's Registrable Securities are not required to be
registered under the Securities Act.
"Securities" means the Common Stock.
"Securities Act" means the United States Securities Act of 1933, as
amended.
"Selling Holder" means a Holder who is selling Registrable Securities
pursuant to a registration statement under the Securities Act.
"Shelf Registration Statement" means a Shelf Registration Statement as
defined in Section 2.1.
"Underwriter" means a securities dealer who purchases any Registrable
Securities as principal and not as part of such dealer's market-making
activities.
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.1 Shelf Registration.
(a) As expeditiously as practicable (but in no event after the later of
(i) 15 days after the date the Issuer is required to file its first annual
report on Form 10-K or quarterly report on Form 10-Q in each case including
fresh start financial statements, whichever comes first and (ii) 90 days
after the Effective Date), the Issuer shall file with the Commission a
registration statement (the "Shelf Registration Statement") relating to the
offer and sale of Registrable Securities by the Holders to the public, from
time to time, on a delayed or continuous basis (but not involving any
underwriting). The Issuer shall use its reasonable best efforts to cause the
Shelf Registration Statement to be declared effective by the Commission as
soon as practicable thereafter.
(b) The Issuer agrees to use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective and not to suspend use of
the prospectus included therein in order to permit the prospectus included
therein to be usable by the Holders until the earlier of: (1) the date all
Holders could sell shares free of any volume limitations imposed by Rule 144
of the Securities Act; (2) the date all Holders have disposed of all
Registrable Securities; or (3) three years from the date on which such Shelf
Registration Statement was declared effective; provided, that the Issuer
shall be deemed to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the requisite period if it
determines, in its reasonable judgment and upon the advice of counsel, as
authorized by a resolution of its Board of Directors, that the filing of such
Shelf Registration Statement or the maintenance of effectiveness of such
Shelf Registration Statement or prospectus included therein would materially
interfere with any material financing, corporate reorganization or other
290194
|
Conseco
As referenced in this Registration Rights Agreement:
CONSECO, INC – TEXT}
Exhibit II
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of September 10, 2003 by and between CONSECO, INC ., a Delaware corporation
(the "Issuer"), and the holders of common stock of the Issuer named on the
signature pages hereto; which holders
_____________
Conseco, Inc – in Section 1145
of the Bankruptcy Code (as defined below)) (the "Initial Holders").
WHEREAS, concurrently herewith the Issuer is consummating the issuance
of Conseco, Inc . common stock, par value $.01 per share (the "Common Stock"),
pursuant to a reorganization plan (the "Plan") under chapter 11 of title
_____________
CONSECO, INC – TO COMMON STOCK REGISTRATION RIGHTS AGREEMENT] IN
WITNESS WHEREOF, the parties hereto have set their hands as of the date first
above written.
CONSECO, INC .
By:/s/Daniel J. Murphy
----------------------------------
Name: Daniel J. Murphy
Title: Senior Vice President and
Treasurer
ANGELO GORDON & CO., L.P.,
on behalf
_____________
CONSECO, INC – COMMON STOCK REGISTRATION RIGHTS AGREEMENT]
{PAGE}
ANNEX A
FORM OF NOTICE TO BE DELIVERED
IN CONNECTION WITH A REQUEST FOR
DEMAND REGISTRATION
, 200
------------ --
CONSECO, INC .
11825 N. Pennsylvania Street
Carmel, IN 46032
Dear Sirs:
Pursuant to Section 2.2 of the Registration Rights Agreement dated
September 10,
_____________
Conseco, Inc – Carmel, IN 46032
Dear Sirs:
Pursuant to Section 2.2 of the Registration Rights Agreement dated
September 10, 2003, the undersigned hereby requests Conseco, Inc . (the
"Company") to register __________ shares of the Company's Common Stock, of
which the undersigned is the registered holder.
[We request
_____________
dt 248088
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Registration Rights Agreement
Registration Rights Agreement (51K)
Doc #290205: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
September 10, 2003 by and between CONSECO, INC., a Delaware corporation (the
"Issuer"), and the holders of common stock of the Issuer named on the signature
pages hereto; which holders shall be limited to (i) holders of 5% or more of
such class of the Issuer's securities as of the Effective Date, (ii) other
holders who have notified the Issuer in writing that they are members of a
"group" (as such term is defined for purposes of the Exchange Act) of holders
owning 5% or more of such class of the Issuer's securities as of the Effective
Date and (iii) other holders who have notified the Issuer in writing that they
are "underwriters" (as such term is defined in Section 1145 of the Bankruptcy
Code (as defined below)) (the "Initial Holders").
WHEREAS, concurrently herewith the Issuer is consummating the issuance of
Conseco, Inc. common stock, par value $.01 per share (the "Common Stock"),
pursuant to a reorganization plan (the "Plan") under chapter 11 of title 11 of
the United States Code (the "Bankruptcy Code");
WHEREAS, the Initial Holders will be holders of Common Stock of the Issuer
following the confirmation of the Plan;
WHEREAS, the parties hereto wish to enter into this Agreement in order to
provide for certain arrangements concerning their relationship following the
issuance of the Common Stock;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. As used herein the following terms shall have
the following meanings:
"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under common control with such Person. For the
purposes of this definition, "control" when used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
"Agreement" has the meaning set forth in the Preamble hereto.
"Appaloosa" means Appaloosa Management, L.P. and its Affiliates.
"Commission" means the United States Securities and Exchange Commission.
"Common Stock" has the meaning set forth in the Preamble hereto.
{PAGE}
"Demand Registration" means a Demand Registration as defined in Section
2.2.
"Effective Date" means the date the Plan becomes effective under the
Bankruptcy Code.
"Exchange Act" means the United States Securities Exchange Act of 1934, as
amended.
"Holder" shall mean any Initial Holder who holds Registrable Securities or
any assignee or transferee of a Registrable Security unless such Registrable
Security is acquired in a public distribution pursuant to a registration
statement under the Securities Act or pursuant to a transaction exempt from
registration under the Securities Act where securities sold in such transaction
may be resold without subsequent registration under the Securities Act.
"Issuer" has the meaning set forth in the Preamble hereto.
"Person" means any individual, corporation, partnership, trust, limited
liability company, government or governmental agency.
"Piggy-Back Registration" means a Piggy-Back Registration as defined in
Section 2.3.
"Preferred Registration Rights Agreement" means that certain Registration
Rights Agreement dated as of even date herewith by and between the Issuer and
certain holders of Preferred Stock.
"Preferred Stock" means the Preferred Stock, par value $.01, of the Issuer.
The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
"Registrable Securities" means (i) the Common Stock, (ii) any shares of
Common Stock issued upon conversion or exchange of any securities held by the
Initial Holders convertible or exchangeable into Common Stock and (iii) any
other securities that may be issued or distributed in respect of such Common
Stock by way of any stock split, stock dividend, exchange or other distribution,
recapitalization, reclassification, merger, consolidation or similar event. For
the purposes of this Agreement, Registrable Securities of any Holder will cease
to be Registrable Securities when (a) a registration statement covering such
Registrable Securities has been declared effective and such Registrable
Securities have been sold pursuant to such effective registration statement or
(b) in the opinion of counsel for the Issuer the sale of such Holder's
Registrable Securities are not required to be registered under the Securities
Act.
"Securities" means the Common Stock.
"Securities Act" means the United States Securities Act of 1933, as
amended.
"Selling Holder" means a Holder who is selling Registrable Securities
pursuant to a registration statement under the Securities Act.
2
{PAGE}
"Shelf Registration Statement" means a Shelf Registration Statement as
defined in Section 2.1.
"Underwriter" means a securities dealer who purchases any Registrable
Securities as principal and not as part of such dealer's market-making
activities.
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.1 Shelf Registration.
(a) As expeditiously as practicable (but in no event after the later of (i)
15 days after the date the Issuer is required to file its first annual report on
Form 10-K or quarterly report on Form 10-Q in each case including fresh start
financial statements, whichever comes first and (ii) 90 days after the Effective
Date), the Issuer shall file with the Commission a registration statement (the
"Shelf Registration Statement") relating to the offer and sale of Registrable
Securities by the Holders to the public, from time to time, on a delayed or
continuous basis (but not involving any underwriting). The Issuer shall use its
reasonable best efforts to cause the Shelf Registration Statement to be declared
effective by the Commission as soon as practicable thereafter.
(b) The Issuer agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective and not to suspend use of the
prospectus included therein in order to permit the prospectus included therein
to be usable by the Holders until the earlier of: (1) the date all Holders could
sell shares free of any volume limitations imposed by Rule 144 of the Securities
Act; (2) the date all Holders have disposed of all Registrable Securities; or
(3) three years from the date on which such Shelf Registration Statement was
declared effective; provided, that the Issuer shall be deemed to have used its
reasonable best efforts to keep the Shelf Registration Statement effective
during the requisite period if it determines, in its reasonable judgment and
upon the advice of counsel, as authorized by a resolution of its Board of
Directors, that the filing of such Shelf Registration Statement or the
maintenance of effectiveness of such Shelf Registration Statement or prospectus
included therein would materially interfere with any material financing,
290205
|
Conseco
As referenced in this Registration Rights Agreement:
CONSECO, INC – Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
September 10, 2003 by and between CONSECO, INC ., a Delaware corporation (the
"Issuer"), and the holders of common stock of the Issuer named on the signature
pages hereto; which holders
_____________
Conseco, Inc – in Section 1145 of the Bankruptcy
Code (as defined below)) (the "Initial Holders").
WHEREAS, concurrently herewith the Issuer is consummating the issuance of
Conseco, Inc . common stock, par value $.01 per share (the "Common Stock"),
pursuant to a reorganization plan (the "Plan") under chapter 11 of title
_____________
CONSECO, INC – TO COMMON STOCK REGISTRATION RIGHTS AGREEMENT] IN WITNESS
WHEREOF, the parties hereto have set their hands as of the date first above
written.
CONSECO, INC .
By:/s/Daniel J. Murphy
-----------------------------------
Name: Daniel J. Murphy
Title: Senior Vice President and
Treasurer
ANGELO GORDON & CO., L.P.,
on behalf
_____________
CONSECO, INC – COMMON STOCK REGISTRATION RIGHTS AGREEMENT]
{PAGE}
ANNEX A
FORM OF NOTICE TO BE DELIVERED
IN CONNECTION WITH A REQUEST FOR
DEMAND REGISTRATION
, 200
------------ --
CONSECO, INC .
11825 N. Pennsylvania Street
Carmel, IN 46032
Dear Sirs:
Pursuant to Section 2.2 of the Registration Rights Agreement dated
September 10,
_____________
Conseco, Inc – Carmel, IN 46032
Dear Sirs:
Pursuant to Section 2.2 of the Registration Rights Agreement dated
September 10, 2003, the undersigned hereby requests Conseco, Inc . (the
"Company") to register __________ shares of the Company's Common Stock, of which
the undersigned is the registered holder.
[We request
_____________
dt 248098
| |
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Registration Rights Agreement
Registration Rights Agreement (51K)
Doc #290206: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
September 10, 2003 by and between CONSECO, INC., a Delaware corporation (the
"Issuer"), and the holders of convertible exchangeable preferred stock of the
Issuer named on the signature pages hereto; which holders shall be limited to
(i) holders of 5% or more of such class of the Issuer's securities as of the
Effective Date, (ii) other holders who have notified the Issuer in writing that
they are members of a "group" (as such term is defined for purposes of the
Exchange Act) of holders owning 5% or more of such class of the Issuer's
securities as of the Effective Date and (iii) other holders who have notified
the Issuer in writing that they are "underwriters" (as such term is defined in
Section 1145 of the Bankruptcy Code (as defined below)) (the "Initial Holders").
WHEREAS, concurrently herewith the Issuer is consummating the issuance of
Conseco, Inc. Class A Convertible Exchangeable Preferred Stock (the "Preferred
Stock"), pursuant to a reorganization plan (the "Plan") under chapter 11 of
title 11 of the United States Code (the "Bankruptcy Code");
WHEREAS, the Initial Holders will be holders of Preferred Stock of the
Issuer following the confirmation of the Plan;
WHEREAS, the parties hereto wish to enter into this Agreement in order to
provide for certain arrangements concerning their relationship following the
issuance of the Preferred Stock;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. As used herein the following terms shall have
the following meanings:
"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under common control with such Person. For the
purposes of this definition, "control" when used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
"Agreement" has the meaning set forth in the Preamble hereto.
"Angelo Gordon" means Angelo Gordon & Co., L.P. and its Affiliates.
"Bank of America" means Bank of America, N.A. and its Affiliates.
{PAGE}
"Commission" means the United States Securities and Exchange Commission.
"Common Stock" means the Common Stock, par value $0.01, of the Issuer.
"Common Registration Rights Agreement" means that certain Registration
Rights Agreement dated of even date herewith by and between the Issuer and
certain holders of Common Stock.
"Demand Registration" means a Demand Registration as defined in Section
2.2.
"Effective Date" means the date the Plan becomes effective under the
Bankruptcy Code.
"Exchange Act" means the United States Securities Exchange Act of 1934, as
amended.
"Holder" shall mean any Initial Holder who holds Registrable Securities or
any assignee or transferee of a Registrable Security unless such Registrable
Security is acquired in a public distribution pursuant to a registration
statement under the Securities Act or pursuant to a transaction exempt from
registration under the Securities Act where securities sold in such transaction
may be resold without subsequent registration under the Securities Act.
"Issuer" has the meaning set forth in the Preamble hereto.
"Naugatuck" means Naugatuck Holding Corp. and its Affiliates.
"Person" means any individual, corporation, partnership, trust, limited
liability company, government or governmental agency.
"Piggy-Back Registration" means a Piggy-Back Registration as defined in
Section 2.3.
"Preferred Stock" has the meaning set forth in the preamble hereto.
The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
"Registrable Securities" means (i) the Preferred Stock, (ii) any other
securities that may be issued or distributed in respect of such Preferred Stock
by way of any stock split, stock dividend, exchange or other distribution,
recapitalization, reclassification, merger, consolidation or similar event and
(iii) the shares of Common Stock issuable upon conversion or exchange of the
Preferred Stock. For the purposes of this Agreement, Registrable Securities of
any Holder will cease to be Registrable Securities when (a) a registration
statement covering such Registrable Securities has been declared effective and
such Registrable Securities have been sold pursuant to such effective
registration statement or (b) in the opinion of counsel for the Issuer the sale
of such Holder's Registrable Securities are not required to be registered under
the Securities Act.
"Securities" means the Preferred Stock.
2
{PAGE}
"Securities Act" means the United States Securities Act of 1933, as
amended.
"Selling Holder" means a Holder who is selling Registrable Securities
pursuant to a registration statement under the Securities Act.
"Shelf Registration Statement" means a Shelf Registration Statement as
defined in Section 2.1.
"Underwriter" means a securities dealer who purchases any Registrable
Securities as principal and not as part of such dealer's market-making
activities.
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.1 Shelf Registration.
(a) As expeditiously as practicable (but in no event after the later of (i)
15 days after the date the Issuer is required to file its first annual report on
Form 10-K or quarterly report on Form 10-Q in each case including fresh start
financial statements, whichever comes first and (ii) 90 days after the Effective
Date), the Issuer shall file with the Commission a registration statement (the
"Shelf Registration Statement") relating to the offer and sale of Registrable
Securities by the Holders to the public, from time to time, on a delayed or
continuous basis (but not involving any underwriting). The Issuer shall use its
reasonable best efforts to cause the Shelf Registration Statement to be declared
effective by the Commission as soon as practicable thereafter.
(b) The Issuer agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective and not to suspend use of the
prospectus included therein in order to permit the prospectus included therein
to be usable by the Holders until the earlier of: (1) the date all Holders could
sell shares free of any volume limitations imposed by Rule 144 of the Securities
Act; (2) the date all Holders have disposed of all Registrable Securities; or
(3) three years from the date on which such Shelf Registration Statement was
declared effective; provided, that the Issuer shall be deemed to have used its
reasonable best efforts to keep the Shelf Registration Statement effective
during the requisite period if it determines, in its reasonable judgment and
upon the advice of counsel, as authorized by a resolution of its Board of
Directors, that the filing of such Shelf Registration Statement or the
maintenance of effectiveness of such Shelf Registration Statement or prospectus
290206
|
Conseco
As referenced in this Registration Rights Agreement:
CONSECO, INC – Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
September 10, 2003 by and between CONSECO, INC ., a Delaware corporation (the
"Issuer"), and the holders of convertible exchangeable preferred stock of the
Issuer named on the signature pages hereto;
_____________
Conseco, Inc – in
Section 1145 of the Bankruptcy Code (as defined below)) (the "Initial Holders").
WHEREAS, concurrently herewith the Issuer is consummating the issuance of
Conseco, Inc . Class A Convertible Exchangeable Preferred Stock (the "Preferred
Stock"), pursuant to a reorganization plan (the "Plan") under chapter 11 of
title 11
_____________
CONSECO, INC – shall constitute one instrument.
* * * * *
14
{PAGE}
IN WITNESS WHEREOF, the parties hereto have set their hands as of the date
first above written.
CONSECO, INC .
By:/s/Daniel J. Murphy
------------------------------------------
Name: Daniel J. Murphy
Title: Senior Vice President and
Treasurer
ANGELO GORDON & CO., L.P.,
on behalf
_____________
CONSECO, INC – PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT]
{PAGE}
ANNEX A
FORM OF NOTICE TO BE DELIVERED
IN CONNECTION WITH A REQUEST FOR
DEMAND REGISTRATION
, 200
------------ --
CONSECO, INC .
11825 N. Pennsylvania Street
Carmel, IN 46032
Dear Sirs:
Pursuant to Section 2.2 of the Registration Rights Agreement dated
September 10,
_____________
Conseco, Inc – Carmel, IN 46032
Dear Sirs:
Pursuant to Section 2.2 of the Registration Rights Agreement dated
September 10, 2003, the undersigned hereby requests Conseco, Inc . (the
"Company") to register __________ shares of the Company's Convertible
Exchangeable Preferred Stock, of which the undersigned is the registered holder.
[
_____________
dt 248099
;
|
 BofA
As referenced in this Registration Rights Agreement:
Bank of America, N.A. – the meaning set forth in the Preamble hereto.
"Angelo Gordon" means Angelo Gordon & Co., L.P. and its Affiliates.
"Bank of America" means Bank of America, N.A. and its Affiliates.
{PAGE}
"Commission" means the United States Securities and Exchange Commission.
"Common Stock" means the Common Stock, par value $0.
_____________
BANK OF AMERICA, N.A. – and its affiliates
By: AG Partners, L.P.,
Its General Partner
By:/s/Jeffrey H. Aronson
-------------------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
BANK OF AMERICA, N.A.
By:/s/Bridget A. Garavalia
-------------------------------------------
Name: Bridget A. Garavalia
Title: Managing Director
NAUGATUCK HOLDING CORP.
By:/s/Charles O. Freegood
-------------------------------------------
Name: Charles
_____________
dt 235177
|
| Preview
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| 2002 |
Registration Rights Agreement
Registration Rights Agreement (82K)
Doc #290294: Click preview link for longer preview.
CONSECO, INC.
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and Gentlemen:
Conseco, Inc., an Indiana corporation (the "Company"), plans
to make offers to exchange (collectively, the "Initial Exchange Offer") (i) 8.5%
guaranteed senior notes due 2003 (the "New 8.5% Notes") for its outstanding 8.5%
senior notes due 2002 (the "8.5% Notes"), (ii) 6.4% guaranteed senior notes due
2004 (the "New 6.4% Notes") for its outstanding 6.4% senior notes due 2003 (the
"6.4% Notes"), (iii) 8.75% guaranteed senior notes due 2006 (the "New 8.75%
Notes") for its outstanding 8.75% senior notes due 2004 (the "8.75% Notes"),
(iv) 6.8% guaranteed senior notes due 2007 (the "New 6.8% Notes") for its
outstanding 6.8% senior notes due 2005 (the "6.8% Notes"), (v) 9% guaranteed
senior notes due 2008 (the "New 9% Notes") for its outstanding 9% senior notes
due 2006 (the "9% Notes") and (vi) 10.75% senior notes due 2009 (the "New 10.75%
Notes" and, together with the New 8.5% Notes, the New 6.4% Notes, the New 8.75%
Notes, the New 6.8% Notes and the New 9% Notes, the "New Notes") for its
outstanding 10.75% senior notes due 2008 (the "10.75% Notes" and, together with
the 8.5% Notes, the 6.4% Notes, the 8.75% Notes, the 6.8% Notes and the 9%
Notes, the "Old Notes"), upon the terms set forth in a Dealer Manager Agreement
(the "Dealer Manager Agreement") dated as of March 18, 2002, among the Company,
the Guarantor (as defined below) and you as the dealer managers (the "Dealer
Managers"), relating to the Initial Exchange Offer. The New Notes will be
guaranteed by CIHC, Incorporated, a Delaware corporation and a wholly owned
subsidiary of the Company (the "Guarantor" and, together with the Company, the
"Issuers"). The New Notes are to be issued under two indentures, one of which
will govern the New 10.75% Notes and the other will govern the other five New
Notes (together, the "Indenture"), in each case, among the Company, the
Guarantor and State Street Bank and Trust Company, as trustee (the "Trustee").
To induce the Dealer Managers to enter into the Dealer Manager Agreement and to
satisfy a condition of your obligations thereunder, the Issuers, jointly and
severally, agree with you for your benefit and the benefit of the holders (each
a "Holder" and, together, the "Holders") from time to time of the New Notes or
the Exchange Notes (as hereinafter defined), as follows:
{PAGE}
1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Dealer Manager
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:
"Additional Interest" shall have the meaning set forth in
Section 5 hereto.
"Affiliate" of any specified person shall mean any other
person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified person. For purposes of this
definition, control of a person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.
"Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.
"Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City, New
York.
"Commission" shall mean the Securities and Exchange
Commission.
"Dealer Manager" shall have the meaning set forth in the
preamble hereto.
"Dealer Manager Agreement" shall have the meaning set forth in
the preamble hereto.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.
"Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" shall mean a
registration statement of the Issuers on an appropriate form under the
Securities Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.
"Exchange Notes" shall mean debt securities of the Company,
guaranteed by the Guarantor, identical in all material respects to the New Notes
(except that the cash interest and interest rate step-up provisions and the
transfer restrictions shall be modified or eliminated, as appropriate) and to be
issued under the Exchange Notes Indenture.
"Exchange Notes Indenture" shall mean an indenture among the
Company, the Guarantor and the Exchange Notes Trustee, identical in all material
respects to the Indenture
2
{PAGE}
(except that the cash interest and interest rate step-up provisions and the
transfer restrictions shall be modified or eliminated, as appropriate) entered
into in connection with the issuance of the Exchange Notes.
"Exchange Notes Trustee" shall mean a bank or trust company
reasonably satisfactory to the Dealer Manager, as trustee with respect to the
Exchange Notes under the Exchange Notes Indenture.
"Exchanging Dealer" shall mean any Holder (which may include
any Dealer Manager) that is a Broker-Dealer and elects to exchange any New Notes
that it acquired for its own account as a result of market-making activities or
other trading activities (but not directly from the Company or any Affiliate of
the Company) for Exchange Notes.
"Expiration Date" shall have the meaning set forth in Section
2(c)(ii) hereto.
"Fee" shall have the meaning set forth in the Dealer Manager
Agreement.
"Guarantor" shall have the meaning set forth in the preamble
290294
|
Conseco
As referenced in this Registration Rights Agreement:
CONSECO, INC – {DOCUMENT}
{TYPE}EX-4.9
{SEQUENCE}12
{FILENAME}c69885exv4w9.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
EXECUTION COPY
CONSECO, INC .
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers
_____________
Conseco, Inc – Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and Gentlemen:
Conseco, Inc ., an Indiana corporation (the "Company"), plans
to make offers to exchange (collectively, the "Initial Exchange Offer") (i) 8.5%
guaranteed senior notes
_____________
Conseco, Inc – duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuers and the Dealer Managers.
Very truly yours,
Conseco, Inc .
By ________________________
Name:
Title:
CIHC, Incorporated
By ________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and
accepted as of the date
_____________
Conseco, Inc – The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004
Re: __% Guaranteed Senior Notes Due 20__ (the "Notes") of Conseco, Inc .
Ladies and Gentlemen:
Please be advised that the Securities and Exchange Commission
has declared effective a Registration Statement on Form S-3
_____________
dt 248172
;
BofA Securities
As referenced in this Registration Rights Agreement:
Banc of America Securities LLC – DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
EXECUTION COPY
CONSECO, INC.
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street,
_____________
Banc of America Securities LLC – New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and Gentlemen:
Conseco, Inc., an Indiana corporation (the "Company"), plans
to make
_____________
Banc of America Securities LLC – Title:
CIHC, Incorporated
By ________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and
accepted as of the date
first above written.
By: Banc of America Securities LLC
as Dealer Manager
By ____________________
Name:
Title:
By: J.P. Morgan Securities Inc.
as Dealer Manager
By ____________________
Name:
Title:
By: Lehman
_____________
dt 227390
;
J.P. Morgan
As referenced in this Registration Rights Agreement:
J.P. Morgan Securities Inc – PAGE}
Exhibit 4.9
EXECUTION COPY
CONSECO, INC.
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc .
Lehman Brothers Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
_____________
J.P. Morgan Securities Inc – and
accepted as of the date
first above written.
By: Banc of America Securities LLC
as Dealer Manager
By ____________________
Name:
Title:
By: J.P. Morgan Securities Inc .
as Dealer Manager
By ____________________
Name:
Title:
By: Lehman Brothers Inc.
as Dealer Manager
By ____________________
Name:
Title:
22
{PAGE}
ANNEX A
_____________
dt 251749
;
|
Lehman Brothers
As referenced in this Registration Rights Agreement:
Lehman Brothers Inc – COPY
CONSECO, INC.
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc .
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and Gentlemen:
_____________
Lehman Brothers Inc – Securities LLC
as Dealer Manager
By ____________________
Name:
Title:
By: J.P. Morgan Securities Inc.
as Dealer Manager
By ____________________
Name:
Title:
By: Lehman Brothers Inc .
as Dealer Manager
By ____________________
Name:
Title:
22
{PAGE}
ANNEX A
Each Broker-Dealer that receives Exchange Notes for its own
account
_____________
dt 246261
;
 Shearman
As referenced in this Registration Rights Agreement:
Shearman & Sterling – pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters, and (y) must comply with the registration and
prospectus delivery requirements of the Securities
_____________
dt 242434
|
| Preview
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| 2000 |
Registration Rights Agreement
Registration Rights Agreement (46K)
Doc #290414: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to
time, this "Agreement") dated June 28, 2000 is between General Electric Company,
a New York corporation ("General Electric") and Conseco, Inc., an Indiana
corporation (the "Company").
PRELIMINARY STATEMENTS
1. The Company has agreed to issue to GE Capital Equity Investments,
Limited, an indirect subsidiary of General Electric ("GE Capital
Equity"), a . . .
290414
|
Conseco
As referenced in this Registration Rights Agreement:
Conseco, Inc – amended from time to
time, this "Agreement") dated June 28, 2000 is between General Electric Company,
a New York corporation ("General Electric") and Conseco, Inc ., an Indiana
corporation (the "Company").
PRELIMINARY STATEMENTS
1. The Company has agreed to issue to GE Capital Equity Investments,
Limited, an indirect
_____________
Conseco, Inc – Easton Turnpike
Fairfield, Connecticut 06431
Telecopy: (203) 373-3008
Attention: Vice President and Senior Counsel
for Transactions
(b) if to the Company at:
Conseco, Inc .
11825 N. Pennsylvania St.
Carmel, Indiana 46032
Telecopy: (317) 817-6327
Attention: General Counsel
12
{PAGE}
Each such notice or other communication
_____________
CONSECO, INC – caused this
Agreement to be executed on the date first written above by their respective
officers thereunto duly authorized.
Dated: June 28, 2000
CONSECO, INC .
By: /s/ David V. Harkins
---------------------------------------
Name: David V. Harkins
Title: Interim Chairman and Chief
Executive Officer
GENERAL ELECTRIC COMPANY
By: /s/ Pamela
_____________
dt 248268
| |
| Preview
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| 2003 |
Registration Rights Agreement
Registration Rights Agreement (51K)
Doc #1963266: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of September 10, 2003 by and between CONSECO, INC., a Delaware corporation
(the "Issuer"), and the holders of common stock of the Issuer named on the
signature pages hereto; which holders shall be limited to (i) holders of 5%
or more of such class of the Issuer's securities as of the Effective Date,
(ii) other holders who have notified the Issuer in writing that they are
members of a "group" (as such term is defined for . . .
1963266
|
Conseco
As referenced in this Registration Rights Agreement:
CONSECO, INC – 4
{FILENAME}ex992_conseco.txt
{DESCRIPTION}EXHIBIT II
{TEXT}
Exhibit II
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of September 10, 2003 by and between CONSECO, INC ., a Delaware corporation
(the "Issuer"), and the holders of common stock of the Issuer named on the
signature pages hereto; which holders shall be limited to (i) holders of
_____________
Conseco, Inc – are "underwriters" (as such term is defined in Section 1145
of the Bankruptcy Code (as defined below)) (the "Initial Holders").
WHEREAS, concurrently herewith the Issuer is consummating the issuance
of Conseco, Inc . common stock, par value $.01 per share (the "Common Stock"),
pursuant to a reorganization plan (the "Plan") under chapter 11 of title 11
of the United States Code (the "
_____________
CONSECO, INC – shall constitute one instrument.
* * * * *
{PAGE}
[SIGNATURE PAGE TO COMMON STOCK REGISTRATION RIGHTS AGREEMENT] IN
WITNESS WHEREOF, the parties hereto have set their hands as of the date first
above written.
CONSECO, INC .
By:/s/Daniel J. Murphy
----------------------------------
Name: Daniel J. Murphy
Title: Senior Vice President and
Treasurer
ANGELO GORDON & CO., L.P.,
on behalf of itself and its
affiliates
By: AG
_____________
CONSECO, INC – and Chief
Executive Officer
[SIGNATURE PAGE TO COMMON STOCK REGISTRATION RIGHTS AGREEMENT]
{PAGE}
ANNEX A
FORM OF NOTICE TO BE DELIVERED
IN CONNECTION WITH A REQUEST FOR
DEMAND REGISTRATION
, 200
------------ --
CONSECO, INC .
11825 N. Pennsylvania Street
Carmel, IN 46032
Dear Sirs:
Pursuant to Section 2.2 of the Registration Rights Agreement dated
September 10, 2003, the undersigned hereby requests Conseco, Inc. (
_____________
Conseco, Inc – 200
------------ --
CONSECO, INC.
11825 N. Pennsylvania Street
Carmel, IN 46032
Dear Sirs:
Pursuant to Section 2.2 of the Registration Rights Agreement dated
September 10, 2003, the undersigned hereby requests Conseco, Inc . (the
"Company") to register __________ shares of the Company's Common Stock, of
which the undersigned is the registered holder.
[We request that such securities be sold in an
_____________
dt 1332765
;
| |
| Preview
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| 2002 |
Registration Rights Agreement
Registration Rights Agreement (83K)
Doc #2008312: Click preview link for longer preview.
CONSECO, INC.
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and Gentlemen:
Conseco, Inc., an Indiana corporation (the "Company"), plans
to . . .
2008312
|
Conseco
As referenced in this Registration Rights Agreement:
CONSECO, INC – {DOCUMENT}
{TYPE}EX-4.9
{SEQUENCE}12
{FILENAME}c69885exv4w9.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
EXECUTION COPY
CONSECO, INC .
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
as Dealer Managers
c/o Banc
_____________
Conseco, Inc – J.P. Morgan Securities Inc.
Lehman Brothers Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and Gentlemen:
Conseco, Inc ., an Indiana corporation (the "Company"), plans
to make offers to exchange (collectively, the "Initial Exchange Offer") (i) 8.5%
guaranteed senior notes due 2003 (the "New 8.5% Notes")
_____________
Conseco, Inc – sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuers and the Dealer Managers.
Very truly yours,
Conseco, Inc .
By ________________________
Name:
Title:
CIHC, Incorporated
By ________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and
accepted as of the date
first above written.
By: Banc of America
_____________
Conseco, Inc – THE COMPANY TO
THE DEPOSITORY TRUST COMPANY
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004
Re: __% Guaranteed Senior Notes Due 20__ (the "Notes") of Conseco, Inc .
Ladies and Gentlemen:
Please be advised that the Securities and Exchange Commission
has declared effective a Registration Statement on Form S-3 under the Securities
Act of 1933, as
_____________
dt 1332767
;
BofA Securities
As referenced in this Registration Rights Agreement:
Banc of America Securities LLC – 4.9
{SEQUENCE}12
{FILENAME}c69885exv4w9.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
EXECUTION COPY
CONSECO, INC.
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and
_____________
Banc of America Securities LLC – CONSECO, INC.
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and Gentlemen:
Conseco, Inc., an Indiana corporation (the "Company"), plans
to make offers to exchange (collectively, the "Initial Exchange
_____________
Banc of America Securities LLC – truly yours,
Conseco, Inc.
By ________________________
Name:
Title:
CIHC, Incorporated
By ________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and
accepted as of the date
first above written.
By: Banc of America Securities LLC
as Dealer Manager
By ____________________
Name:
Title:
By: J.P. Morgan Securities Inc.
as Dealer Manager
By ____________________
Name:
Title:
By: Lehman Brothers Inc.
as Dealer Manager
By ____________________
_____________
dt 1571005
;
|
J.P. Morgan
As referenced in this Registration Rights Agreement:
J.P. Morgan Securities Inc – c69885exv4w9.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
EXECUTION COPY
CONSECO, INC.
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc .
Lehman Brothers Inc.
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and Gentlemen:
Conseco, Inc., an Indiana
_____________
J.P. Morgan Securities Inc – Title:
The foregoing Agreement is
hereby confirmed and
accepted as of the date
first above written.
By: Banc of America Securities LLC
as Dealer Manager
By ____________________
Name:
Title:
By: J.P. Morgan Securities Inc .
as Dealer Manager
By ____________________
Name:
Title:
By: Lehman Brothers Inc.
as Dealer Manager
By ____________________
Name:
Title:
22
{PAGE}
ANNEX A
Each Broker-Dealer that receives Exchange Notes
_____________
dt 1496721
;
Lehman Brothers
As referenced in this Registration Rights Agreement:
Lehman Brothers Inc – AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
EXECUTION COPY
CONSECO, INC.
REGISTRATION RIGHTS AGREEMENT
New York, New York
April 24, 2002
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc .
as Dealer Managers
c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255
Ladies and Gentlemen:
Conseco, Inc., an Indiana corporation (the "Company"),
_____________
Lehman Brothers Inc – first above written.
By: Banc of America Securities LLC
as Dealer Manager
By ____________________
Name:
Title:
By: J.P. Morgan Securities Inc.
as Dealer Manager
By ____________________
Name:
Title:
By: Lehman Brothers Inc .
as Dealer Manager
By ____________________
Name:
Title:
22
{PAGE}
ANNEX A
Each Broker-Dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must
_____________
dt 1514175
;
Shearman
As referenced in this Registration Rights Agreement:
Shearman & Sterling – Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters, and (y) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
secondary resale
_____________
dt 1332543
|
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| 2006 |
Registration Rights Agreement
Registration Rights Agreement (75K)
Doc #2285323: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
Dated August 8, 2006
among
QWEST CORPORATION,
|