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

In re: Conseco, Inc., et al.,[1] Chapter 11, Debtors.

Case No. 02-49672, (Jointly Administered)United States Bankruptcy Court, N.D. Illinois, Eastern Division
February 24, 2003

[1] The Debtors are the following entities: (i) Conseco, Inc., CICH, Incorporated, CTIHC, Inc. Partners Health Group, Inc. (the “HoldingCompany Debtors”), (ii) Conseco Finance Corp. and Conseco Finance Servicing Corp, (the “CFC Debtors”), and (iii) Conseco Finance Corp. — Alabama, Conseco Finance Credit Corp., Conseco Finance Credit Consumer Discount Company, Consceo 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 Financial 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. (the “CFC Subsidiary Debtors” and, collectively with the holding Company Debtors and the CFC Debtors, the “Debtors”)).

ORDER AUTHORIZING RETENTION AND EMPLOYMENT OF HURON CONSULTING GROUP LLC AS FINANCIAL ADVISORS TO THE CFC COMMITTEE
CAROL A. DOYLE, United States Bankruptcy Judge

Upon the application (the “Application”) of the Official Committee of Unsecured Creditors of the CFC Debtors (the “CFC Committee”) for entry of an Order authorizing the retention and employment of Huron Group Consulting LLC (“HCG”) as financial advisors to the CFC Committee and the supplement (the “Supplement”) to the Application; and upon the Lukenda Affidavits[2] and the Second Supplemental Affidavit; and it appearing that the Court has jurisdiction over the Application pursuant to 28 U.S.C. § 157(b)(2)(A) and (O); and it appearing that HCG does not hold or represent any interest materially adverse to the Debtors, any creditors of the Debtors, the United States Trustee for the Northern District of Illinois or any person employed in the United States Trustee’s office, or any other party-in-interest with respect to the matters upon which said firm is to be engaged; and it appearing that HCG is a “disinterested person” as described by section 101 (14) of the Bankruptcy Code; and it appearing that due and adequate notice of the Application and the Supplement has been given; and it appearing that no other or further notice need be given; and this Court having determined that granting the relief requested in the Application and Supplement is in the best interest of the CFC Committee and the Debtors’ estates; and after due deliberation and sufficient cause appearing therefore:

IT IS HEREBY:

ORDERED, that the Application is granted; and it is further

ORDERED, that Official Committee of Unsecured Creditors in the jointly administered Chapter 11 proceedings of Conseco Finance Corp. and Conseco Finance Servicing Corp. is authorized to retain and employ Huron Consulting Group LLC upon the terms and conditions set forth in the Application and modified by the Supplement, pursuant to 11 U.S.C. § 328(a) and 1103, nune pro tunc to December 17, 2002; provided that, the monthly fee as set forth in paragraph 8 of the Application shall no longer apply and instead HCG shall bill on an hourly basis as set forth in the Supplement; and it is further

ORDERED that Huron, like all other professionals employed by the Debtors, will comply with applicable Bankruptcy Code, Bankruptcy Rules, Local Rules and the Amended Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members entered in this case in seeking Court approval of its fees and costs; and it is further

ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order.

[2] Capitalized terms used herein but not defined herein shall have the meanings given them in the Supplement.