IN RE CONSECO, INC. (Bankr.N.D.Ill. 2003)

In re: CONSECO, INC., et al., Chapter 11, Debtors[1] .

Case No. 02-49672, (Jointly Administered)United States Bankruptcy Court, N.D. Illinois, Eastern Division.
March 14, 2003

[1] The Debtors are the following entities: (i) Conseco, Inc., CIHC, Incorporated, CTIHC, Inc., Partners Health Group, Inc., Conseco Finance Corp. and Conseco Finance Servicing Corp (collectively, the “Initial Debtors”) and (ii) Conseco Finance Corp. — Alabama, Conseco Finance Credit Corp., Conseco Finance Consumer Discount Company, Conseco Finance Canada Holding Company, Conseco Finance Canada Company, Conseco Finance Loan Company, Rice Park Properties Corporation, Landmark Manufactured housing, Inc., Conseco Finance Net Interest Margin Finance Corp. I, Conseco Finance Net Interest Margin Finance Corp. II, Green Tree Finance Corp. — Two, Conseco Agency of Nevada, Inc., Conseco Agency of New York, Inc., Green Tree Floorplan Funding Corp., Conseco Agency, Inc., Conseco Agency of Alabama, Inc., Conseco Agency of Kentucky, Inc., and (“Crum-Reed” General Agency, Inc. (collectively, the “CFC Subsidiary Debtors”, and together with Conseco Finance Corp. and Conseco Finance Servicing Corp., the “CFC Debtors”).

James ELM. Sprayregen, P.C., Richard L. Wynne (Pro Hac Vice), Anup Sathy, Shirley S. Cho (Pro Hac Vice), Kirkland Ellis, Chicago, IL, Counsel for CFC and CFSC and proposed counsel for the CFC Subsidiary Debtors

Alan P. Solow, Kathryn A. Pamenter, GOLDBERG, KOUN, BELL, BLACK, ROSENBLOOM MORITZ, LTD., Chicago, Illinois, Attorneys for BED

STIPULATION AND ORDER RESOLVING OBJECTION OF SOUTH DAKOTA BOARD OF ECONOMIC DEVELOPMENT TO I) CFC DEBTORS’ MOTION FOR ORDER PURSUANT TO SECTIONS 105(a), 363, 365 AND 1146(c) OF THE BANKRUPTCY CODE AND 2) PROPOSED ORDER PURSUANT TO 11 U.S.C. 105(a), 363, 365 and 1146(c) and FED. R. BANKR. P. 2002, 6004 AND 6006 AUTHORIZING AND APPROVING, AMONG OTHER THINGS, ASSET PURCHASE AGREEMENT WITH CFN INVESTMENT HOLDINGS LLC
CAROL A. DOYLE, United States Bankruptcy Judge.

The CFC Debtors and the South Dakota Board of Economic Development (“BED”). hereby stipulate and agree as follows:

RECITALS
WHEREAS on December 19, 2002, the CFC Debtors filed the Motion for Order Pursuant to Sections 105(a), 363, 365 and 1146(c) of the Bankruptcy Code (I)(A) Establishing Bidding Procedures in Connection with the Sale of Substantially All of the Assets of the CFC Debtors, Including Certain Buyer Protections, (B) Approving the Form and Manner of “Notices;” (C) Approving the Form of the Asset Purchase Agreement, (D)

Setting a Sale Hearing, and (B) Granting Related Relief; (if) Approving the Sale of the CFC Assets Free and Clear of All Liens, Claims and Encumbrances to the Successful Bidder; (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Leases (Doc. No. 119, the “Motion”)

WHEREAS, on February 5, 2003, Conseco Finance Servicing Corp. (“CFSC”) filed Schedules of Assets and Liabilities (the “Schedules”) listing, inter cilia, secured creditors of CFSC, including BED;

WHEREAS, on or about February 24, 2003, BED timely filed its objection to the Motion and the entry of the proposed sale order (the “Objection”);

WHEREAS, on February 28, 2003, BED filed its Proof of Claim setting forth the basis of its alleged secured claim against CFSC in the amount of $1,412,401.34; and

WHEREAS the parties wish to resolve the Objection.

STIPULATIONS
NOW, THEREFORE, IN RESOLUTTON OF THE OBJECTION, IT IS HEREBY STIPULATED AND AGREED by and between CFSC and BED as follows:

1. The CFC Debtors will escrow the amount of the asserted lien claim by BED for $1,412,401.34 (the “Escrowed Amounts”) exclusively for the benefit of BED from the proceeds of the Purchase Price until such time as CFSC and BED obtain a Court Order for the release of the Escrowed Amounts or any portion thereof in satisfaction of BED’s claim.

2. The parties shall obtain such release, if any, of the Escrowed Amounts on or before the proposed date of distribution of the Purchase Price, or upon such date as the parties may agree to in writing.

3. BED’s lien shall continue in the Escrowed Amounts and remain in full force and effect with the same entitlements, rights and priorities as previously enjoyed by BED to the date hereof in the Escrowed Amounts.

4. CFSC and BED reserve all fights with respect to the validity, priority, and extent of BED’s lien on CFSC’s estate.

ORDER
The foregoing “Stipulation And Order Resolving Objection of South Dakota Board of Economic Development to CFC Debtors’ Motion for Order Pursuant to Sections 105(a), 363, 365 and 1146(c) of the Bankruptcy Doe and 2) Proposed Order Pursuant to 11 U.S.C. § 105 (a), 363, 365 and 1146(e) and F.R.Bankr.P. 2002, 6004 and 6006 Authorizing and Approving, Among Other Things, Asset Purchase Agreement with CFN Investment Holdings LLC” be and is APPROVED and made the Order of this Court.