Exhibit 10.c
AMENDMENT
Reference is made to the Asset Assignment Agreement (as amended to
date, the "Residual Agreement"), dated as of February 13, 1998, by and between
Lehman ALI Inc. (the "Lender") as assignee of Lehman Commercial Paper Inc., and
Green Tree Residual Finance Corp. I, a Minnesota corporation (the "Borrower").
WHEREAS, the parties entered into previous amendments of the Residual
Agreement dated as of June 23, 1998, February 23, 2000, May 10, 2000, August 1,
2000, September 22, 2000, and September 28, 2001;
WHEREAS, capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Residual Agreement or, if so indicated, in the
Master Repurchase Agreement, dated as of September 29, 1999 (such agreement, as
amended to the date hereof, the "Repurchase Agreement") by and among Lehman
Brothers Inc. and Green Tree Residual Finance Corp. I;
WHEREAS, the Lender desires to increase, during the period and under
the terms specified below, aggregate Loan Balance under the Residual Agreement
for the purpose of financing a tender offer for Conseco Finance Corp.'s 10 1/4%
Senior Subordinated Notes Due June 1, 2002 (the "Tendered Securities") which is
currently contemplated by an Affiliate of the Borrower (the "Tender Offer"); and
WHEREAS, the parties desire to further amend the Residual Agreement in
the following respects;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Residual Agreement is hereby
amended as follows:
1. Notwithstanding anything in the Residual Agreement to the
contrary, in no event may the aggregate Loan Balance under the
Residual Agreement exceed the sum of (i) the applicable
Additional Draw Amount and (ii) the difference between
$600,000,000 minus the then current principal balance of the NIMS
Note issued by the NIMS Trust and minus the aggregate Repurchase
Price with respect to all outstanding Transactions (in each case
as defined in the Repurchase Agreement) under the Repurchase
Agreement.
2. The following new terms shall be added to Section 1:
"Additional Draw Amount" means the lesser of $50,000,000 and the
net funds payable to acquire the Tendered Securities in
connection with the Tender Offer. The Additional Draw Amount
shall be reduced by the Excess Proceeds of any completed
Applicable Securitizations. In any event, after March 30, 2002,
the Additional Draw Amount shall be zero. At any time prior to
March 30, 2002, Borrower may elect to terminate its right
hereunder to borrow all or any part of the unused portion of the
Additional Draw Amount by providing written notice to Lender, any
such election to be irrevocable on the part of Borrower.
"Applicable Securitization" means any securitization or transfer
of pooled whole loans made in lieu of a securitization in the
normal course, which is closed by the Borrower or any of its
Affiliates after the date hereof (other than the securitization
of home equity loans which is contemplated as of the date hereof
by an Affiliate of the Borrower and Deutsche Bank Securities,
Inc., in the capacity of managing underwriter).
"Excess Proceeds" means the net proceeds of a securitization
after payment of any related customary securitization fees and
repayment of indebtedness secured by the related securitized
assets.
"New Residual Assets" means (i) all securities, whether
certificated or uncertificated, that are issued pursuant to any
securitization closed by the Borrower or any of its Affiliates
after the date hereof but before the full repayment by Borrower
of any amounts due and payable with respect to any Additional
Draw Amount which are not, as of their date of issuance, sold to
an underwriter or through a placement agent and (ii) any fees,
release amounts or other rights to cash flow, whether fixed or
contingent, to which Borrower or any of its Affiliates is
entitled under the terms of any such securitization.
3. The term "Lender Value" is hereby amended and restated as
follows:
"Lender Value" means the price at which the Pledged Assets
could be sold as of a particular date of determination, to
be determined by the Lender at its sole discretion;
provided, however, the Lender, in its sole discretion can
determine not to ascribe any value to any particular New
Residual Assets. With respect to any New Residual Asset or
Additional Asset, the Lender will upon request use
reasonable efforts to establish the applicable Lender Value
within 5 Business Days, or, if Lehman Brothers Inc. is not
the lead managing underwriter on the related securitization,
within 10 Business Days, in each case, after the issuance
thereof.
4. If the Tender Offer is consummated and no Event of Default has
occurred hereunder, Lender shall lend and Borrower shall borrow
under the Residual Agreement an additional aggregate amount (the
"Tender Offer Loan") up to the Additional Draw Amount. The Tender
Offer Loan may be borrowed in one or more borrowings based on the
funding of the Tender Offer but amounts advanced under the Tender
Offer Loan may not be reborrowed. The Tender Offer Loan shall in
all respects be part of and subject to the terms of the Loan and
the Loan Balance outstanding under the Residual Agreement, and
the additional provisions set forth herein. Upon one day's
written notice by Borrower that the Tender Offer has been
committed and Borrower requests to borrow funds, Lender will pay
the requested portion of the unused Additional Draw Amount in
immediately available funds to the account of the tender agent
designated for the Tender Offer. Borrower agrees to repay the
outstanding principal amount Tender Offer Loan together with
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interest accrued thereon at the Interest Rate by applying thereto
the full amount of any Excess Proceeds of any Applicable
Securitization on the closing date thereof. Furthermore,
Borrower, or its designee, agrees to instruct the lead
underwriter of any Applicable Securitization to pay such amount
by wire transfer in immediately available funds on the closing
date of such Applicable Securitization to such account as the
Lender shall instruct so long as any there are any amounts due
and payable with respect to the Tender Offer Loan. In any event,
on March 30, 2002, any outstanding unpaid principal amount of the
Tender Offer Loan together with accrued interest thereon at the
Interest Rate shall be absolutely due and payable and Borrower
shall pay such amount in full to the Lender on such date. All
principal payments made by the Borrower or any of its Affiliates
to the Lender in repayment of any outstanding debt obligations
hereunder shall be applied to the payment of the Tender Offer
Loan and accrued interest thereon until it is reduced to zero and
shall be not applied to the reduction of any other such
outstanding debt obligation unless and until the Tender Offer
Loan has been reduced to zero.
5. For all purposes of the Residual Agreement, the "Pledged Assets"
thereunder shall include each New Residual Asset. The Borrower
hereby pledges all of its right, title, and interest in, to and
under and grants a first lien on, and security interest in all
New Residual Assets, and all proceeds thereof, whether now owned
or hereafter acquired, now existing or hereafter created and
wherever located, to the Lender to secure the repayment of
principal and interest on the Loan and payment and performance of
all other amounts or obligations owing to the Lender pursuant
thereto. Lender agrees that no other additional collateral
(except as provided in this paragraph 5) is required to be
pledged in connection with the Additional Draw Amount. The New
Residual Assets shall be returned to the Borrower upon repayment
of the Tender Offer Loan, together with all interest thereon, and
upon termination of Borrower's right to borrow all unused portion
of the Additional Draw Amount, in each case so long as their
return would not result in a Margin Deficit.
6. Borrower agrees that all New Residual Assets shall, unless
otherwise agreed to by Lender, be issued in registered,
certificated form and shall be registered in the name of Lender
or in such other names as Lender may designate from time to time
and that Lender, as pledgee, shall exercise all rights of a
holder of such certificates under the related issuing agreement.
Borrower agrees to deliver all such certificates within 5
Business Days after the issuance thereof to Lender or such
custodian as Lender may designate or take whatever steps may be
necessary or advisable to perfect the Lender's security interest
in the New Residual Assets. Lender and Borrower acknowledge and
agree that Lender takes and holds such certificates and the New
Residual Assets as a secured party and not as principal and that
such certificates and the New Residual Assets are Collateral
under the Residual Agreement, subject to the terms of the
Residual Agreement.
7. All collections on and proceeds of any kind of the New Residual
Assets which are "Pledged Assets" pursuant to Section 5 hereof
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shall be deposited immediately upon receipt into the Collection
Account and shall be applied to the Tender Offer Loan and
interest thereon for so long as it is outstanding as Cash
Receipts pursuant to the Residual Agreement.
8. The term "Maturity Date" is hereby amended and restated as
follows:
"Maturity Date" means February 15, 2004 or such
earlier date on which this Agreement shall terminate
in accordance with the next sentence hereof or as
otherwise provided in this Agreement. Lender may
terminate this Agreement upon five Business Days'
notice to Borrower of its exercise of its Termination
Option.
Lender's "Termination Option" is exercisable either:
(a) on or after November 15, 2003 if
Conseco, Inc. has not extended or
repaid its Senior Credit Facility
dated September 22, 2000 to 2005 or
replaced it with a comparable
facility; provided that, if Lender
exercises its Termination Option
pursuant to this subclause (a), it
shall pay to Borrower a termination
fee of $1,000,000; or
(b) on or after December 15, 2003 if
Conseco Inc. has not provided in
form and substance satisfactory to
Lender for the repayment,
replacement or extension of the
Conseco, Inc. 8.75% Notes due
February 9, 2004; provided that, if
Lender exercises its Termination
Option pursuant to this subclause
(b), it shall pay to Borrower a
termination fee of $750,000.
Borrower may deduct the amount of the
applicable termination fee from the
aggregate amount payable by Borrower
to Lender upon the Maturity Date.
9. The parties confirm that additional borrowings hereunder, other
than amounts representing the Tender Offer Loan are in all
respects part of and subject to the Loan and the Loan Balance
outstanding under the Residual Agreement and shall in no event be
made if an Event of Default under the Residual Agreement has
occurred and is continuing or if a Margin Deficit exists or would
exist after giving effect to the borrowing.
10. The following shall be added to the Events of Default in Section
8 of the Residual Agreement and shall constitute an Event of
Default thereunder:
(s) failure to repay any amounts due and payable with
respect to the Additional Draw Amount in the manner set
forth in the amendment to this Agreement dated January
30, 2002.
11. The term "Secured Note" is hereby amended and restated as
follows:
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"Secured Note" means the promissory note in the form
attached as an exhibit to the amendment to this Agreement
dated January 30, 2002.
12. As of March 31, 2002, clause (k) of Section 7 (Borrower
Covenants) of the Agreement is amended and restated in its
entirety to read as follows:
So long as the Lender shall be committed to lend hereunder, the
Guarantor on a consolidated basis with its Subsidiaries shall:
(i) at all times commencing March 31, 2002 maintain an Adjusted
Tangible Net Worth of at least $1,500,000,000;
(ii) commencing March 31, 2002, for the twelve-month period
ending on the last day of each fiscal quarter, maintain a Fixed
Charge Coverage Ratio of not less than 1.0:1.0;
(iii) at all times commencing March 31, 2002 maintain a ratio of
GAAP Net Worth to Total Managed Receivables of not less than
4:100;
(iv) for each fiscal quarter commencing with the fiscal quarter
beginning January 1, 2002 maintain a ratio of Non-Warehouse Debt
to GAAP Net Worth of not more than 1.0:2.0;
(v) for the twelve-month period ending on the last day of each
fiscal quarter commencing March 31, 2002, maintain positive
Operating Cash Flow; and
(vi) at all times commencing March 31, 2002 maintain Liquidity of
at least (i) $50,000,000 until September 30, 2002, (ii)
$75,000,000 from October 1, 2002 to June 30, 2003 and (iii)
$100,000,000 from and after July 1, 2003.
For purposes of this clause (k):
"Adjusted Tangible Net Worth" means, at any date, the sum of (a) GAAP
Net Worth plus (b) the amount of intercompany indebtedness converted to
Preferred Stock (to the extent such Preferred Stock is not included in GAAP
Net Worth), plus (c) writedowns of Conseco and its subsidiaries, of all
IOs, capitalized servicing rights and other retained interests (i.e.
"B-2s") from securitizations in an aggregate amount over all periods
commencing on January 1, 2002 not to exceed $150,000,000, plus (d) realized
losses from discontinued operations relating to floor plan financing,
aircraft financing, vehicle leasing, manufactured housing communities and
other operations relating to business units involved in the origination of
the Esoteric Assets in an aggregate amount over all periods commencing on
January 1, 2002 not to exceed $125,000,000 minus (e) any indebtedness owing
to Conseco Finance Corp. or any of its subsidiaries by Conseco, Inc., or
any subsidiary thereof as of such date, minus (f) any amount that would be
included on the consolidated balance sheet of Conseco as goodwill and
deferred charges in accordance with GAAP.
"Cash Equivalents" means (a) securities issued or fully guaranteed or
insured by the United States government or any agency thereof, (b)
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certificates of deposit, eurodollar time deposits, overnight bank deposits
and bankers' acceptances of any commercial bank organized under the laws of
the United States, any state thereof, the District of Columbia, any foreign
bank, or its branches or agencies (fully protected against currency
fluctuations) which, at the time of acquisition, are rated at least "A-1"
by Standard & Poor's Rating Services ("S&P") or "P-1" by Moody's Investors
Services, Inc. ("Moody's"), (c) commercial paper of an issuer rated at
least "A-1" by S&P or "P-1" by Moody's, and (d) shares of any money market
fund that (i) has at least 95% of its assets invested continuously in the
types of investments referred to in clauses (a) through (c) above, (ii) has
net assets of not less than $500,000,000 and (iii) is rated at least "A-1"
by S&P or "P-1" by Moody's; provided, however, that the maturities of all
obligations of the type specified in clauses (a) through (c) above shall
not exceed 180 days.
"Fixed Charge Coverage Ratio" means, for any period, the ratio of (a)
Pre Tax Operating Income for such period to (b) Interest Expense for such
period. "GAAP Net Worth" means, at any date, the stockholders' equity that
would be reflected on a consolidated balance sheet of Conseco and its
subsidiaries at such date prepared in accordance with GAAP, inclusive of
Preferred Stock, to the extent such Preferred Stock is not included in
stockholders' equity in accordance with GAAP.
"Interest Expense" means, for any period, all interest paid or accrued
during such period by Conseco and its subsidiaries on a consolidated basis,
determined in accordance with GAAP.
"IOs" means interest only securities.
"Liquidity" means, on any date, the sum of Unrestricted Cash and Cash
Equivalents plus the aggregate amount available to be drawn under all
committed and uncommitted facilities to which Conseco, Green Tree Residual,
Green Tree Five or any other Affiliate is a party. With respect to
warehouse facilities, the aggregate amount available shall be calculated on
the basis of eligible excess collateral pledged to the lender thereunder
multiplied by the advance rate applied by such lender to such collateral).
For purposes hereof, Liquidity shall be calculated as of any date by
determining the average of Unrestricted Cash, Cash Equivalents and other
such available amounts for the 30-day period ending on and including such
date.
"Net Income" means, for any period, with respect to Conseco and its
subsidiaries on a consolidated basis (other than any subsidiary which is
prohibited from declaring or paying dividends or otherwise advancing funds
to its parent whether by contract or otherwise), cumulative net income
earned during such period as determined in accordance with GAAP.
"Non-Warehouse Debt" means, at any time, all indebtedness of Conseco
for borrowed money (including without limitation all liabilities in respect
of deposit products, notes payable, note payables to Conseco (net of
receivables due from Conseco), bonds and other indebtedness) less the sum
of Unrestricted Cash and Cash Equivalents at such time plus the book value
of all finance receivables and plus 85% of servicing advance receivables.
"Operating Cash Flow" means, for any period, cash flow from the
operations of Conseco for such period (as reported under "Cash Flow From
Operations" in Conseco's statements of cash flow filed with the Securities
and Exchange Commission) for such period.
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"Pre Tax Operating Income" means, for any period, Net Income for such
period, plus (a) income and franchise taxes paid or accrued during such
period, (b) Interest Expense, (c) losses derived from discontinued
operations relating to floor plan financing, aircraft financing, vehicle
leasing, manufactured housing communities and other operations relating to
business units involved in the origination of the Esoteric Assets in an
aggregate amount over all periods commencing on January 1, 2002 of Conseco
and its subsidiaries during such period not to exceed $125,000,000 (d)
losses of Conseco and its subsidiaries in an amount with respect to
write-downs of IOs and capitalized servicing rights of Conseco and its
subsidiaries not to exceed $450,000,000 for the quarter ended March 31,
2002, $450,000,000 for the quarter ended June 30, 2002, and $225,000,000 on
a four quarter rolling basis thereafter, (e) losses of Conseco and its
subsidiaries in an amount with respect to write-downs of other retained
interests from securitizations (i.e., "B-2s") in the aggregate over all
periods commencing on January 1, 2002 not to exceed $25,000,000 and (f)
minus income derived from discontinued operations of Conseco and its
subsidiaries during such period and minus extraordinary gains and
non-recurring gains of Conseco and its subsidiaries.
"Total Managed Receivables" means, for any period, the "averaged
managed receivables", as such term is reported in the related filing with
the Securities and Exchange Commission for such period.
"Unrestricted Cash" means, at any date, all available cash on deposit
in bank accounts of Conseco, provided the accounts into which such cash is
deposited are not subject to any lien, security interest or control
agreement or otherwise encumbered (excluding customary rights of set-off)
or restricted in any way. No new borrowings after September 22, 2000 from
Conseco, Inc. or its subsidiaries shall constitute Unrestricted Cash other
than the amounts not to exceed $200,000,000 in the aggregate received
pursuant to subsections (a)(i)(x) and (a)(ii) of Section 4.09 of the
Five-Year Credit Agreement as in effect on September 22, 2000.
Prior to March 31, 2002, clause (k) of Section 7 (Borrower Covenants)
as set forth in the amendment to the Residual Agreement dated as of
September 22, 2000 shall continue in effect.
13. Conseco Finance agrees to use commercially reasonable efforts to
complete the Applicable Securitizations currently contemplated of
a manufactured housing loan pool and a high LTV home equity loan
pool as market conditions permit.
14. The Lender may require an opinion of counsel concurrently with
the execution of this Amendment as to its enforceability against
the Borrower and Guarantor, and such other matters as the Lender
may request.
15. Lender hereby waives any defaults under the Residual Agreement
existing as of the date hereof. Other than as expressly stated in
the preceding sentence, nothing herein shall be construed as a
forfeiture of any of Lender's rights under the Residual Agreement
and all Related Documents and Lender reserves all remedies
afforded to it under the Residual Agreement and all related
Documents.
16. The parties hereto affirm that notwithstanding that Lender is the
registered holder of various items of the Collateral hereunder
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that it assumes no responsibility, liability or obligation that
may be associated therewith to any Person, including but not
limited to any, responsibility, liability or obligation to
prepare tax returns or pay taxes associated with either such
Collateral of the trusts or other entities that issued them.
17. This Amendment may be executed in any number of counterparts,
each of which counterparts shall be deemed an original, but all
of which together will constitute one and the same instrument.
18. In all other respects, the provisions of the Residual Agreement
shall remain unchanged and be of full force and effect. The
Guaranty Agreement remains in full force and effect and is hereby
reaffirmed.
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
January 30, 2002.
GREEN TREE RESIDUAL FINANCE CORP. I
By: /s/ Charles H. Cremens
----------------------------------
Name: Charles H. Cremens
Title: President
LEHMAN ALI INC.
By: /s/ Vincent Primiano
----------------------------------
Name: Vincent Primiano
Title: Senior Vice President
Approved:
CONSECO FINANCE CORP.
By: /s/ Charles H. Cremens
-----------------------------------
Name: Charles H. Cremens
Title: President
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Exhibit
SECURED NOTE
January 30, 2002
FOR VALUE RECEIVED, the undersigned, GREEN TREE RESIDUAL FINANCE CORP.
I, a Minnesota corporation, whose address is 1100 Landmark Towers, 345 St. Peter
Street, St. Paul, MN 55102-1639 (the "Borrower"), promises to pay to the order
of LEHMAN ALI INC., a Delaware corporation, whose address is 101 Hudson Street,
Jersey City, New Jersey 07302, as assignee of Lehman Commercial Paper Inc. (the
"Lender") on or before the Maturity Date, in lawful money of the United States
of America, the principal sum of $650,000,000 (or such lesser amount as may in
the aggregate have been advanced by Lender to Borrower pursuant to the Agreement
referenced below and remains outstanding) plus interest, as follows:
DEFINITIONS. Unless otherwise defined, capitalized terms used herein
have the meanings assigned to them in the (a) Asset Assignment Agreement dated
as of February 13, 1998 (such agreement, as amended to the date hereof, the
"Agreement") by and between the Lender and Borrower named therein.
GENERAL TERMS. (i) Principal is payable in accordance with the
Agreement, provided the Facility Balance outstanding on the Maturity Date shall
be due and payable on the Maturity Date.
(ii) Interest shall accrue daily on the Facility Balance a rate per
annum equal to the Interest Rate computed in accordance with the Agreement.
MAXIMUM RATE OF INTEREST: If the Borrower shall have paid or agreed to
pay any interest on the Facility Balance in excess of that permitted by law,
then it is intended with respect thereto that (i) to the extent possible given
the term of the Facility Balance, all excess amounts previously paid or to be
paid by the Borrower be applied to reduce the Facility Balance and the
provisions thereof immediately be deemed reformed and the amounts thereafter
collectible thereunder reduced, without the necessity of the execution of any
new document, so as to comply with the then applicable law, but so as to permit
the recovery of the fullest amount otherwise called for thereunder and (ii) to
the extent that the reduction of the Facility Balance and the reformation of the
provisions thereof described in the immediately preceding clause (i) are not
possible given the term of the Facility Balance, such excess amount shall be
deemed to have been paid with respect to the Facility Balance as a result of an
error and upon the Lender obtaining actual knowledge of such error, such amount
shall be refunded to the Borrower.
SECURITY: This Note is issued pursuant to the Agreement and is secured
by a pledge of the Collateral described therein.
DEFAULTS: Upon the happening of an Event of Default, the Lender shall
have all rights and remedies set forth in the Agreement.
The failure to exercise any of the rights and remedies set forth in
the Agreement shall not constitute a waiver of the right to exercise the same or
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any other option at any subsequent time in respect of the same event or any
other event. The acceptance by the Lender of any payment hereunder which is less
than payment in full of all amounts due and payable at the time of such payment
shall not constitute a waiver of the right to exercise any of the foregoing
rights and remedies at that time or at any subsequent time or nullify any prior
exercise of any such rights and remedies without the express consent of Lender,
except as and to the extent otherwise provided by law.
WAIVERS: The Borrower waives diligence, presentment, protest and
demand and also notice of protest, demand, dishonor and nonpayment of this Note,
and expressly agrees that this Note, or any payment hereunder, may be extended
from time to time, and consents to the acceptance of further Collateral, the
release of any Collateral for this Note, the release of any party primarily or
secondarily liable hereon, and that it will not be necessary for the Lender, in
order to enforce payment of this Note, to first institute or exhaust Lender's
remedies against the Borrower or any other party liable hereon or against any
collateral for this Note. None of the foregoing shall affect the liability of
the Borrower and any endorsers or guarantors hereof. No extension of time for
the payment of this Note, or any installment hereof, made by agreement by the
Lender with any Person now or hereafter liable for the payment of this Note,
shall affect the liability under this Note of the Borrower, even if the Borrower
is not a party to such agreement; provided, however, the Lender and the
Borrower, by written agreement between them, may affect the liability of the
Borrower.
TERMINOLOGY: Any reference herein to the Lender shall be deemed to
include and apply to every subsequent holder of this Note. Words of masculine or
neuter import shall be read as if written in the neuter or masculine or feminine
when appropriate.
GUARANTEE: Principal and interest and all other amounts due to Lender
by Borrower under this Note or under the Agreement are fully and unconditionally
guaranteed by Conseco Finance Corp. (the "Guarantor") pursuant to an Amended and
Restated Guaranty Agreement, dated the date hereof, between Guarantor and the
Lender.
AGREEMENT: Reference is made to the Agreement for provisions as to
mandatory prepayments, collateral and acceleration.
REPLACEMENT NOTE: This Note amends and restates and replaces in its
entirety each previous Note issued under the Agreement, each of which is hereby
cancelled and of no further effect.
THIS NOTE IS GOVERNED BY THE PROVISIONS OF THE AGREEMENT WHICH IS
INCORPORATED HEREIN BY REFERENCE, AND IN THE EVENT ANY TERMS OF THIS NOTE ARE
INCONSISTENT WITH THE TERMS OF THE AGREEMENT, THE TERMS OF THE AGREEMENT SHALL
GOVERN THIS NOTE. NOTWITHSTANDING THE FOREGOING SENTENCE, NO REFERENCE HEREIN TO
THE AGREEMENT AND NO PROVISION OF THIS NOTE OR OF THE AGREEMENT SHALL ALTER OR
IMPAIR THE OBLIGATION OF THE BORROWER, WHICH IS ABSOLUTE AND UNCONDITIONAL, TO
PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE AT THE RESPECTIVE TIMES AND AT
THE RATES HEREIN AND THEREIN PRESCRIBED.
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APPLICABLE LAW: This Note shall be governed by and construed under the
laws of the State of New York, without regard to principles of conflicts of law,
whose laws the Borrower expressly elects to apply to this Note.
GREEN TREE RESIDUAL FINANCE CORP. I
By: /s/ Charles H. Cremens
-----------------------------------------
Name: Charles H. Cremens
Title: President
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