Exhibit 10.46.9


                   SECURED SUPER-PRIORITY DEBTOR IN POSSESSION
                                CREDIT AGREEMENT

                          Dated as of December 19, 2002
                                      among

                             CONSECO FINANCE CORP.,
                       AS DEBTOR AND DEBTOR IN POSSESSION,
                                   as Borrower

                                       and

                 THE SUBSIDIARIES OF THE BORROWER PARTY HERETO,
                      AS DEBTORS AND DEBTORS IN POSSESSION,
                            as Subsidiary Guarantors

                                       and

                               CIHC, INCORPORATED,
                       AS DEBTOR AND DEBTOR IN POSSESSION,
                               as Parent Guarantor

                   THE LENDERS FROM TIME TO TIME PARTY HERETO
                                       and

                                  FPS DIP LLC,
                             as Administrative Agent



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                  SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT,
dated as of December 19, 2002, by and among CONSECO FINANCE CORP., a Delaware
corporation, as debtor and debtor in possession (the "Borrower"), CIHC,
INCORPORATED, a Delaware corporation and the parent of the Borrower (the "Parent
Guarantor"), the Subsidiaries (as defined below) of the Borrower listed on the
signature pages hereof as guarantors, as debtors and debtors in possession (the
"Subsidiary Guarantors" and together with the Parent Guarantor, the
"Guarantors") the Lenders (as defined below), FPS DIP LLC, a Delaware limited
liability company ("FPS"), as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").

                              W I T N E S S E T H:

                  WHEREAS, on December 17, 2002 (the "Petition Date"), the
Borrower and the Guarantors each filed a voluntary petition for relief
(collectively, the "Cases") under chapter 11 of title 11 of the United State
Code (or any successor legislation thereto), as amended from time to time (the
"Bankruptcy Code"), with the United States Bankruptcy Court for the Northern
District of Illinois Eastern Division (the "Bankruptcy Court").

                  WHEREAS, the Borrower, the Subsidiary Guarantors and certain
other persons have entered into the Asset Purchase Agreement dated as of
December 19, 2002 (as in effect on the Petition Date, the "Asset Purchase
Agreement") providing for the purchase by CFN Investment Holdings LLC ("CFN") of
the Purchased Assets (as defined in the Asset Purchase Agreement, the "Purchased
Assets").

                  WHEREAS, the Borrower owns all the outstanding equity
securities of Mill Creek Bank, Inc., a Utah industrial loan corporation ("Mill
Creek") and Conseco Financing Servicing Corp., a Subsidiary Guarantor and a
wholly owned subsidiary of the Borrower, owns all the outstanding equity
securities of Green Tree Retail Services Bank, Inc. and Rice Park Properties
Corporation.

                  WHEREAS, the Borrower pledged prior to the Petition Date the
capital stock of Mill Creek to U.S. Bank National Association ("U.S. Bank")
pursuant to a Pledge Agreement dated as of December 27, 2000 (the "Mill Creek
U.S. Bank Pledge Agreement") to secure the U.S. Bank Prepetition Indebtedness
(as defined below).

                  WHEREAS, as of the date hereof, the Borrower and the
Guarantors are continuing to operate their respective businesses and manage
their respective properties as debtors in possession under sections 1107 and
1108 of the Bankruptcy Code.

                  WHEREAS, the Borrower has requested that the Lenders provide a
secured super-priority credit facility of up to $125,000,000 consisting of a
$65,000,000 revolving credit facility and a $60,000,000 term loan facility in
order to fund the continued operation of the Borrower's and the Guarantors'
businesses and to repay the U.S. Bank Prepetition Indebtedness.

                  WHEREAS, the Lenders are willing to make available to the
Borrower such post-petition loans upon the terms and subject to the conditions
set forth herein.

<PAGE>

                  WHEREAS, the Borrower has also requested that the Lenders
provide a $1,000,000 revolving credit facility to Conseco Finance Credit Corp.,
a New York corporation and a wholly owned subsidiary of the Borrower ("CFCC"),
the proceeds of which will be used solely by CFCC to fund its operations, which
$1,000,000 revolving credit facility will be part of, and under no circumstances
in addition to, the aforementioned revolving credit facility;

                  WHEREAS, the Lenders are willing to make available to the
Borrower such post-petition loans and to CFCC such revolving credit loans, in
each case upon the terms and subject to the conditions set forth herein.

                  WHEREAS, to provide security for the repayments of the Loans
(as defined below) and the payment of the other Obligations (as defined below)
of the Borrower, CFCC and the Guarantors hereunder and under the other Loan
Documents (as defined below),

                  (A) Rice Park Properties Corporation, a Minnesota corporation
          (the "Mortgagor") shall provide the Administrative Agent and the
          Lenders, pursuant to the Mortgage, a perfected, first priority Lien
          (as defined below) on the Mortgaged Property (provided that the
          maximum principal amount of the Loans secured thereby shall be limited
          to $30,000,000), and

                  (B) the Borrower and each Guarantor shall provide to the
          Administrative Agent and the Lenders, pursuant to this Agreement and
          the Orders (as defined below), the following (each as more fully
          described herein):

                  1. with respect to the Obligations of the Borrower hereunder,
                  and the guarantee obligations of the Guarantors hereunder in
                  respect thereof, an allowed administrative expense claim in
                  each of the Cases, as applicable, pursuant to section
                  364(c)(1) of the Bankruptcy Code having priority over all
                  administrative expenses of the kind specified in sections
                  503(b) and 507(b) of the Bankruptcy Code (except the guarantee
                  obligations of the Parent Guarantor shall constitute
                  prepetition general unsecured claims against the Parent
                  Guarantor);

                  2. a perfected, first-priority Lien (as defined below),
                  pursuant to section 364(c)(2) of the Bankruptcy Code, upon all
                  unencumbered property (including (i) real and tangible
                  personal property subject to Liens or security interests which
                  may be avoided pursuant to the Bankruptcy Code, but only to
                  the extent so avoided and (ii) any avoidance actions arising
                  under the Bankruptcy Code) of the Borrower and the Subsidiary
                  Guarantors, all cash and Cash Equivalents (as defined below)
                  in the Cash Collateral Account (as defined below); and

                  3. a perfected, second-priority Lien, pursuant to section
                  364(c)(3) of the Bankruptcy Code, upon all of the property
                  (other than the Primed Collateral) of the Borrower and the
                  Subsidiary Guarantors that is subject to Liens permitted by
                  this Agreement, junior to such permitted Liens (except as
                  otherwise provided herein and in the Orders); and

                  4. a perfected, first priority, priming Lien (the "Priming
                  Liens"), pursuant to section 364(d)(1) of the Bankruptcy Code,
                  upon all of the Primed Collateral

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<PAGE>

                  which Liens in favor of the Administrative Agent and the
                  Lenders shall be senior in all respects to all other Liens
                  thereon granted on or prior to the Petition Date, including
                  Liens granted under the Mill Creek U.S. Bank Pledge Agreement
                  and the CFSC Pledge Agreement securing the Parity Public Debt;

subject and subordinate in each case with respect to subparagraphs (1) through
(4) above, only to (A) the Carve-Out (as defined below) and (B) Liens permitted
by this Agreement pursuant to Section 8.2(d) or (e), provided that the item in
clause (B) does not include any Liens on the Primed Collateral. The items
specified clauses (A) and (B) above being referred to herein as the "Superior
Liens".

                  WHEREAS, each of the Guarantors has agreed to guaranty the
obligations of the Borrower and CFCC hereunder and each of the Borrower, the
Borrower has agreed to guaranty the obligations of CFCC hereunder and each
Guarantor has agreed to secure its obligations to the Lenders hereunder with,
inter alia, security interests in, and Liens on, all of its property and assets,
whether real or personal, tangible or intangible, now existing or hereafter
acquired or arising, all as more fully provided herein.

                  NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

                                   ARTICLE I

                Definitions, Interpretation And Accounting Terms

                  Section 1.1. Defined Terms. As used in this Agreement, the
following terms have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

                  "Additional Pledged Collateral" means all shares of, limited
and/or general Partnership interests in, and LLC interests in, and all
securities convertible into, and warrants, options and other rights to purchase
or otherwise acquire, stock of, either (a) any Person that, after the date of
this Agreement, as a result of any occurrence, becomes a direct Subsidiary of
any Grantor or (b) any issuer of Pledged Stock, any Partnership or any LLC that
is acquired by any Grantor after the date hereof; all certificates or other
instruments representing any of the foregoing; all Security Entitlements of any
Grantor in respect of any of the foregoing; all additional Indebtedness from
time to time owed to any Grantor by any obligor on the Pledged Notes and the
instruments evidencing such Indebtedness; and all interest, cash, instruments
and other property or Proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the
foregoing. Additional Pledged Collateral may be General Intangibles or
Investment Property.

                  "Administrative Agent" has the meaning specified in the
preamble hereof.

                  "Affiliate" means, with respect to any Person, any other
Person which, directly or indirectly, controls, is controlled by or is under
common control with such Person, each officer, director, general partner or
joint-venturer of such Person, and each Person who is the beneficial owner of 5%
or more of any class of Voting Stock of such Person. For the purposes of this

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<PAGE>

definition, "control" means the possession of the power to direct or cause the
direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. The Administrative
Agent and the Lenders shall not be deemed Affiliates of the Borrower.

                  "Agreement" means this Secured Super-Priority Debtor In
Possession Credit Agreement.

                  "Applicable Lending Office" means, with respect to each
Lender, its Domestic Lending Office, in the case of a Base Rate Loan, and its
Eurodollar Lending Office, in the case of a Eurodollar Rate Loan.

                  "Applicable Margin" means with respect to the Loans maintained
as (a) Base Rate Loans, a rate equal to 5.00% per annum and (b) Eurodollar Rate
Loans, a rate equal to 7.00% per annum.


                  "Applicable Unused Commitment Fee Rate" means a rate equal to
0.50% per annum.


                  "Approved Deposit Account" means a Deposit Account maintained
by any Grantor with a Deposit Account Bank which account is the subject of an
effective Deposit Account Control Agreement or is subject to a Lien in favor of
the Lenders granted pursuant to the Orders, and includes all monies on deposit
therein and all certificates and instruments, if any, representing or evidencing
such Approved Deposit Account.

                  "Approved Fund" means, with respect to any Lender that is a
fund that invests in loans or debt instruments, any other fund or account that
invests in loans or debt instruments and is advised or managed by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

                  "Approved Securities Intermediary" means a Securities
Intermediary or Commodity Intermediary selected or approved by the
Administrative Agent and with respect to which a Grantor has delivered to the
Administrative Agent an executed Control Account Agreement.

                  "Asset Purchase Agreement" has the meaning specified in the
preamble hereof.

                  "Asset Sale" has the meaning specified in Section 8.4.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit A.

                  "Available Credit" means, at any time, an amount equal to (a)
the lesser of (i) the aggregate Credit Commitments in effect at such time and
(ii) the Budgeted Amount at such time minus (b) the aggregate Revolving Credit
Outstandings at such time.

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<PAGE>

                  "Bankruptcy Code" has the meaning specified in the recitals to
this Agreement.

                  "Bankruptcy Court" has the meaning specified the recitals to
this Agreement or shall mean any other court having competent jurisdiction over
the Cases.

                  "Base Rate" means, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time, which rate per annum shall be
equal at all times to the higher of: (a) the rate of interest announced publicly
by Bank of America, N.A., in New York, New York, from time to time as its
reference rate or base rate, which may not be the lowest rate charged to prime
commercial customers; (b) the sum of (i) 0.5% per annum plus (ii) the Federal
Funds Rate; and (c) 5.00% per annum. Each change in the Base Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Base Rate Loan" means any Loan during any period in which it
bears interest based on the Base Rate.

                  "Borrower" has the meaning specified in the preamble hereof.

                  "Borrower's Professionals" means all Persons retained or
engaged by any Loan Party as "professional persons" within the meaning of
section 327 of the Bankruptcy Code.

                  "Borrowing" means a borrowing consisting of Loans made on the
same day by the Lenders ratably according to their respective Credit
Commitments.

                  "Budget" has the meaning specified in Section 6.1(e).

                  "Budgeted Amount" means, as of any date, the amount set forth
in the Budget on such date for the amount of Revolving Credit Loans.

                  "Business Day" means a day of the year on which banks are not
required or authorized to close in New York City and, if the applicable Business
Day relates to notices, determinations, fundings and payments in connection with
the Eurodollar Rate or any Eurodollar Rate Loans, a day on which dealings in
Dollar deposits are also carried on in the London interbank market.

                  "Business Day (APA Method)" means any day that is not a
Saturday, Sunday or other day on which commercial banking institutions in the
State of New York are authorized or obligated by law or executive order to be
closed.

                  "Capital Expenditures" means, with respect to any Person for
any period, the aggregate of amounts that would be reflected as additions to
property, plant or equipment on a consolidated balance sheet of such Person and
its Subsidiaries prepared in conformity with GAAP, excluding interest and
operating expenses capitalized during the construction or improvement of
property, plant or equipment.

                  "Capital Lease" means, with respect to any Person, any lease
of property by such Person as lessee which would be accounted for as a capital
lease on a balance sheet of such Person prepared in conformity with GAAP.

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                  "Capital Lease Obligations" means, with respect to any Person,
the capitalized amount of all obligations of such Person or any of its
Subsidiaries under Capital Leases, as determined on a consolidated basis in
conformity with GAAP.

                  "Carve-Out" means: (i) the unpaid fees of the clerk of the
Bankruptcy Court and of the United States Trustee pursuant to 28 U.S.C. ss.
1930(a) and (b); and (ii) the aggregate allowed unpaid fees and expenses payable
under sections 330 and 331 of the Bankruptcy Code to professional persons
retained pursuant to an order of the Court by the Borrower and/or the Subsidiary
Guarantors, or any statutory committee appointed in the Borrower's chapter 11
case (other than the fees and expenses, if any, of any such professional persons
incurred, directly or indirectly, in respect of, arising from or relating to,
the initiation or prosecution of any action for preferences, fraudulent
conveyances, other avoidance power claims or any other claims or causes of
action against the Administrative Agent or the Lenders or with respect to this
Agreement, the Obligations or the U.S. Bank Pre-Petition Indebtedness; provided,
however, that the Carveout may be used to investigate such claims and causes of
action), not to exceed Five Hundred Thousand Dollars ($500,000.00) in the
aggregate; provided, however, that such dollar limitation on fees and
disbursements shall not be reduced by the amount of any compensation and
reimbursement of expenses paid prior to the occurrence of a Default or an Event
of Default in respect of which the Carve-Out is invoked or any fees, expenses,
indemnities or other amounts paid to the Administrative Agent, the Lenders and
their respective attorneys and agents under this Agreement or otherwise.

                  "Cash Collateral" means "cash collateral" as defined in
section 363(a) of the Bankruptcy Code.

                  "Cash Collateral Account" means any Deposit Account or
Securities Account established by the Administrative Agent with a bank
designated by it from time to time or at such other account designated by the
Administrative Agent in which cash and Cash Equivalents may from time to time be
on deposit or held therein as provided herein.

                  "Cash Equivalents" means (a) securities issued or fully
guaranteed or insured by the United States government or any agency thereof, (b)
certificates of deposit, eurodollar time deposits, overnight bank deposits and
bankers' acceptances of any Lender or 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 (i) 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") or (ii) have combined capital and surplus of at least
$500,000,000, (c) commercial paper of an issuer rated at least "A-1" by S&P or
"P-1" by Moody's, (d) repurchase agreements entered into by the Borrower with a
Lender or any commercial bank of the type referred to in clause (b) above for
direct obligations issued or fully guaranteed by the United States of America
maturing within 365 days and, except for repurchase agreements having a term of
not more than seven days, in which the Administrative Agent shall have a valid
and perfected first-priority security interest (subject to no other Liens);
provided that each such repurchase agreement shall have a Fair Market Value of
at least 100% of the amount of the repurchase obligations thereunder on the date
of the purchase thereof and (e) 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)

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<PAGE>

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.

                  "CFCC" means Conseco Finance Credit Corp., a New York
corporation.

                  "CFN" is defined in the recitals.

                  "CFSC Pledge Agreement" means the Pledge Agreement dated as of
December 27, 2000, pursuant to which Conseco Finance Servicing Corp. pledged all
issued and outstanding stock of Green Tree Retail Services Bank, Inc. and Rice
Park Properties Corporation to U.S. Bank as collateral agent, for the benefit of
U.S. Bank and the indenture trustees for the Parity Public Debt.

                  "Claim" has the meaning ascribed to such term in section
101(5) of the Bankruptcy Code.

                  "Closing Date" means the first date on which any Loan is made.
With respect to the Term Loans, the Closing Date shall mean the date on which
all conditions set forth in Section 3.1 are satisfied and the Term Loan Lenders
have exchanged the U.S. Bank Prepetition Indebtedness pursuant to Section 2.1.

                  "Code" means the Internal Revenue Code of 1986 (or any
successor legislation thereto), as amended from time to time.

                  "Collateral" has the meaning specified in Section 11.1.

                  "Committee" means the official statutory committee of
unsecured creditors approved in the Cases pursuant to section 1102 of the
Bankruptcy Code.

                  "Compliance Certificate" has the meaning specified in Section
6.1(d).

                  "Concentration Account" has the meaning specified in Section
7.11(d).

                  "Constituent Documents" means, with respect to any Person, (a)
the articles or certificate of incorporation (or the equivalent organizational
documents) of such Person, (b) the by-laws (or the equivalent governing
documents) of such Person and (c) any document setting forth the manner of
election and duties of the directors or managing members of such Person (if any)
and the designation, amount and/or relative rights, limitations and preferences
of any class or series of such Person's Stock.

                  "Contaminant" means any material, substance or waste that is
classified, regulated or otherwise characterized under any Environmental Law as
hazardous, toxic, a contaminant or a pollutant or by other words of similar
meaning or regulatory effect, including any petroleum or petroleum-derived
substance or waste, asbestos and polychlorinated biphenyls.

                  "Contracts" means, with respect to any Loan Party, any and all
"contracts", as such term is defined in Article 1 of the UCC, of such Loan
Party.

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                  "Contractual Obligation" of any Person means any obligation,
agreement, undertaking or similar provision of any Security issued by such
Person or of any agreement, undertaking, contract, lease, indenture, mortgage,
deed of trust or other instrument (excluding a Loan Document) to which such
Person is a party or by which it or any of its property is bound or to which any
of its properties is subject.

                  "Control Account" means a Securities Account or Commodity
Account maintained by any Grantor with an Approved Securities Intermediary which
account is the subject of an effective Control Account Agreement or is subject
to a Lien in favor of the Lenders granted pursuant to the Orders, and includes
all Financial Assets held therein and all certificates and instruments, if any,
representing or evidencing the Financial Assets contained therein.

                  "Control Account Agreement" means a letter agreement,
substantially in the form and substance satisfactory to the Administrative Agent
(but in any event sufficient to grant "control" over the applicable Control
Account under Section 8-106 of the UCC), executed by the relevant Grantor, the
Administrative Agent and the relevant Approved Securities Intermediary.

                  "Copyrights" means (a) all copyrights arising under the laws
of the United States, any other country or any political subdivision thereof,
whether registered or unregistered and whether published or unpublished, all
registrations and recordings thereof, and all applications in connection
therewith, including all registrations, recordings and applications in the
United States Copyright Office or in any foreign counterparts thereof and (b)
the right to obtain all renewals thereof.

                  "Copyright Licenses" means any written agreement naming any
Grantor as licensor or licensee granting any right under any Copyright,
including the grant of rights to copy, publicly perform, create derivative
works, manufacture, distribute, exploit and sell materials derived from any
Copyright.

                  "Credit Commitment" means, as applicable, the Revolving Credit
Commitment or the Term Loan Commitment.

                  "Credit Termination Date" shall mean the earliest of (a) the
Scheduled Termination Date, (b) the date of breach of the provisions of Sections
5.8 or 5.9 of the Asset Purchase Agreement, (c) the date of any termination of
the Credit Commitments pursuant to Section 2.4 and (d) the date on which the
Obligations become due and payable pursuant to Section 9.2.

                  "Customary Permitted Liens" means, with respect to any Person,
any of the following Liens:

                  (a) Liens with respect to the payment of taxes, assessments or
governmental charges in all cases which are not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves or other appropriate provisions are being maintained to the
extent required by GAAP;

                  (b) Liens of landlords arising by statute and Liens of
suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other
Liens imposed by law created in

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the ordinary course of business for amounts not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves or other appropriate provisions are being maintained to the
extent required by GAAP;

                  (c) deposits made in the ordinary course of business in
connection with worker's compensation, unemployment insurance or other types of
social security benefits or to secure the performance of bids, tenders, sales,
contracts (other than for the repayment of borrowed money), public or statutory
obligations and surety, stay, appeal, customs or performance bonds or similar
obligations, in each case in the ordinary course of business;

                  (d) encumbrances arising by reason of zoning restrictions,
easements, licenses, reservations, covenants, rights-of-way, utility easements,
building restrictions and other similar encumbrances on the use of Real Property
which do not materially detract from the value of such Real Property or
interfere with the ordinary conduct of the business conducted and proposed to be
conducted at such Real Property;

                  (e) encumbrances arising under leases or subleases of Real
Property which do not in the aggregate materially detract from the value of such
Real Property or interfere with the ordinary conduct of the business conducted
and proposed to be conducted at such Real Property; and

                  (f) financing statements of a lessor's rights in and to
personal property leased to such Person in the ordinary course of such Person's
business.

                  "Default" means any event which with the passing of time or
the giving of notice or both would become an Event of Default.

                  "Deposit Account Bank" means a financial institution selected
or approved by the Administrative Agent where the Borrower maintains an Approved
Deposit Account.

                  "Deposit Account Control Agreement" means a letter agreement,
substantially in form and substance satisfactory to the Administrative Agent
(but in any event sufficient to grant "control" over the applicable deposit
account under Section 9-104 of the UCC) executed by the Grantor, the
Administrative Agent and the relevant Deposit Account Bank.

                  "Dollars" and the sign "$" each mean the lawful money of the
United States of America.

                  "Domestic Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" opposite
its name on Schedule II or on the Assignment and Acceptance by which it became a
Lender or such other office of such Lender as it may from time to time specify
to the Borrower and the Administrative Agent.

                  "Effective Date" means the date upon which a plan of
reorganization in the Cases becomes effective.

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                  "Eligible Assignee" means (i) a Lender, (ii) an Affiliate or
Approved Fund of a Lender or (iii) any other Person with a net worth determined
in accordance with GAAP of at least $30,000,000.

                  "Entry Date" means the date of the entry of the Final Order.

                  "Environmental Laws" means all applicable Requirements of Law
now or hereafter in effect, as amended or supplemented from time to time,
relating to pollution or the regulation and protection of human health, safety,
the environment or natural resources, including the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C.ss. 9601
et seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C.ss.
180 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as
amended (7 U.S.C.ss. 136 et seq.); the Resource Conservation and Recovery Act,
as amended (42 U.S.C. ss. 6901 et seq.); the Toxic Substance Control Act, as
amended (42 U.S.C.ss. 7401 et seq.); the Clean Air Act, as amended (42 U.S.C.ss.
740 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C.ss.
1251 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C.ss.
651 et seq.); the Safe Drinking Water Act, as amended (42 U.S.C.ss. 300f et
seq.); and their state and local counterparts or equivalents and any transfer of
ownership notification or approval statute, including the Industrial Site
Recovery Act (N.J. Stat. Ann.ss. 13:1K-6 et seq.).

                  "Environmental Liabilities and Costs" means, with respect to
any Person, all liabilities, obligations, responsibilities, Remedial Actions,
losses, damages, punitive damages, consequential damages, treble damages, costs
and expenses (including all fees, disbursements and expenses of counsel, experts
and consultants and costs of investigation and feasibility studies), fines,
penalties, sanctions and interest incurred as a result of any claim or demand by
any other Person, whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute, including any thereof arising under
any Environmental Law, Permit, order or agreement with any Governmental
Authority or other Person, which relate to any environmental, health or safety
condition or a Release or threatened Release, and result from the past, present
or future operations of, or ownership of property by, such Person or any of its
Subsidiaries.

                  "Environmental Lien" means any Lien in favor of any
Governmental Authority for Environmental Liabilities and Costs.

                  "ERISA" means the Employee Retirement Income Security Act of
1974 (or any successor legislation thereto), as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control or treated as a single employer with the
Borrower or any of its Subsidiaries within the meaning of Section 414(b), (c),
(m) or (o) of the Code.

                  "ERISA Event" means (a) a reportable event described in
Section 4043(b) or 4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with
respect to a Title IV Plan or a Multiemployer Plan; (b) the withdrawal of the
Borrower, any of its Subsidiaries or any ERISA Affiliate from a Title IV Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the
complete or

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partial withdrawal of the Borrower, any of its Subsidiaries or any ERISA
Affiliate from any Multiemployer Plan; (d) notice of reorganization or
insolvency of a Multiemployer Plan; (e) the filing of a notice of intent to
terminate a Title IV Plan or the treatment of a plan amendment as a termination
under Section 4041 of ERISA; (f) the institution of proceedings to terminate a
Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any
required contribution to a Title IV Plan or Multiemployer Plan; (h) the
imposition of a lien under Section 412 of the Code or Section 302 of ERISA on
the Borrower or any of its Subsidiaries or any ERISA Affiliate; or (i) any other
event or condition which might reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Title IV Plan or Multiemployer Plan or the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but
not delinquent under Section 4007 of ERISA.

                  "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Federal Reserve Board, as in effect from time to
time.

                  "Eurodollar Base Rate" means, with respect to any Interest
Period for any Eurodollar Rate Loan, the rate determined by the Administrative
Agent to be the offered rate for deposits in Dollars for the applicable Interest
Period which appears on the Dow Jones Markets Telerate Page 3750 as of 11:00
a.m., London time, on the second full Business Day next preceding the first day
of each Interest Period. In the event that such rate does not appear on the Dow
Jones Markets Telerate Page 3750 (or otherwise on the Dow Jones Markets screen),
the Eurodollar Base Rate for the purposes of this definition shall be determined
by reference to such other comparable publicly available service for displaying
eurodollar rates as may be selected by the Administrative Agent. Notwithstanding
the foregoing, the Eurodollar Base Rate shall be deemed at all times to be at
least 3.00%.

                  "Eurodollar Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Eurodollar Lending Office" opposite
its name on Schedule II or on the Assignment and Acceptance by which it became a
Lender (or, if no such office is specified, its Domestic Lending Office) or such
other office of such Lender as it may from time to time specify to the Borrower
and the Administrative Agent.

                  "Eurodollar Rate" means, with respect to any Interest Period
for any Eurodollar Rate Loan, an interest rate per annum equal to the rate per
annum obtained by dividing (a) the Eurodollar Base Rate by (b) a percentage
equal to 100% minus the reserve percentage applicable two Business Days before
the first day of such Interest Period under regulations issued from time to time
by the Federal Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement)
for a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities which includes deposits by
reference to which the Eurodollar Rate is determined) having a term equal to
such Interest Period. The reserve percentage shall be used whether or not any
Lender is actually subject to Federal Reserve Board regulations.

                  "Eurodollar Rate Loan" means any Loan that, for an Interest
Period, bears interest based on the Eurodollar Rate.

                                       11
<PAGE>

                  "Event of Default" has the meaning specified in Section 9.1.

                  "Excess Cash" shall mean, as of any date, the excess, if any,
of (x) all cash of the Borrower and its Subsidiaries (other than Mill Creek and
its Subsidiaries) as of such date over (y) the sum of $1,000,000 plus
obligations under "ACH files" as of such date.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Facility" means the Credit Commitments and the provisions
herein related to the Loans.

                  "Fair Market Value" means (a) with respect to any asset or
group of assets (other than a marketable Security) at any date, the value of the
consideration obtainable in a sale of such asset at such date assuming a sale by
a willing seller to a willing purchaser dealing at arm's length and arranged in
an orderly manner over a reasonable period of time having regard to the nature
and characteristics of such asset, as reasonably determined by the Board of
Directors of the Borrower, or, if such asset shall have been the subject of a
relatively contemporaneous appraisal by an independent third-party appraiser,
the basic assumptions underlying which have not materially changed since its
date, the value set forth in such appraisal and (b) with respect to any
marketable Security at any date, the closing sale price of such Security on the
Business Day next preceding such date, as appearing in any published list of any
national securities exchange or the Nasdaq Stock Market or, if there is no such
closing sale price of such Security, the final price for the purchase of such
Security at face value quoted on such Business Day by a financial institution of
recognized standing which regularly deals in securities of such type selected by
the Administrative Agent.

                  "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

                  "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System, or any successor thereto.

                  "Final Order" means an order of the Bankruptcy Court pursuant
to section 364 of the Bankruptcy Code (a) approving this Agreement and the other
Loan Documents, and (b) authorizing the incurrence by the Loan Parties of
permanent post-petition secured and super-priority Indebtedness in accordance
with this Agreement, and as to which no stay has been entered and which has not
been reversed, modified, vacated or overturned, and which is in form and
substance satisfactory to the Administrative Agent and the Lenders and
substantially similar to the Interim Order.

                  "Financial Statements" means the financial statements of the
Borrower and its Subsidiaries delivered in accordance with Sections 4.4 and 6.1.

                                       12
<PAGE>

                  "First Day Orders" means all orders (satisfactory in form and
substance to the Lenders) entered by the Bankruptcy Court on the Petition Date
or within five (5) Business Days of the Petition Date or based upon motions
filed on, or within three (3) Business Days after, the Petition Date.

                  "Fiscal Quarter" means each of the three-month periods ending
on March 31, June 30, September 30 and December 31.

                  "Fiscal Year" means the twelve-month period ending on December
31.

                  "FPS" is defined in the preamble.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by such
other entity as may be in general use by significant segments of the accounting
profession, which are applicable to the circumstances as of the date of
determination.

                  "Governmental Authority" means any nation, sovereign or
government, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

                  "Grantor" means the Borrower and each Guarantor.

                  "Guarantors" means the Subsidiary Guarantors and the Parent
Guarantor.

                  "Guaranty" means the guaranty of the Obligations of the
Borrower made by the Guarantors pursuant to Article X of this Agreement.

                  "Guaranty Obligation" means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of such Person with
respect to any Indebtedness of another Person, if the purpose or intent of such
Person in incurring the Guaranty Obligation is to provide assurance to the
obligee of such Indebtedness that such Indebtedness will be paid or discharged,
or that any agreement relating thereto will be complied with, or that any holder
of such Indebtedness will be protected (in whole or in part) against loss in
respect thereof, including (a) the direct or indirect guaranty, endorsement
(other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of
Indebtedness of another Person and (b) any liability of such Person for
Indebtedness of another Person through any agreement (contingent or otherwise)
(i) to purchase, repurchase or otherwise acquire such Indebtedness or any
security therefor, or to provide funds for the payment or discharge of such
Indebtedness (whether in the form of a loan, advance, stock purchase, capital
contribution or otherwise), (ii) to maintain the solvency or any balance sheet
item, level of income or financial condition of another Person, (iii) to make
take-or-pay or similar payments, if required, regardless of non-performance by
any other party or parties to an agreement, (iv) to purchase, sell or lease (as
lessor or lessee) property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such Indebtedness against loss or (v) to supply funds to or in any
other manner invest in such

                                       13
<PAGE>

other Person (including to pay for property or services irrespective of whether
such property is received or such services are rendered), if in the case of any
agreement described under subclause (i), (ii), (iii), (iv) or (v) of clause (b)
of this sentence the primary purpose or intent thereof is as described in the
preceding sentence. The amount of any Guaranty Obligation shall be equal to the
amount of the Indebtedness so guaranteed or otherwise supported.

                  "Hedging Contracts" means all Interest Rate Contracts, foreign
exchange contracts, currency swap or option agreements, forward contracts,
commodity swap, purchase or option agreements, other commodity price hedging
arrangements, and all other similar agreements or arrangements designed to alter
the risks of any Person arising from fluctuations in interest rates, currency
values or commodity prices.

                  "Indebtedness" of any Person means (without duplication) (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person evidenced by notes, bonds, debentures or similar instruments, (c) all
reimbursement and other obligations with respect to letters of credit, bankers'
acceptances, surety bonds and performance bonds, whether or not matured, (d) all
indebtedness for the deferred purchase price of property or services, other than
trade payables incurred in the ordinary course of business, (e) all indebtedness
of such Person created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (f)
all Capital Lease Obligations of such Person and the present value of future
rental payments under all synthetic leases, (g) all Guaranty Obligations of such
Person, (h) all obligations of such Person to purchase, redeem, retire, defease
or otherwise acquire for value any Stock or Stock Equivalents of such Person,
valued, in the case of redeemable preferred stock, at the greater of its
voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (i) all payments that such Person would have to make in the event of
an early termination on the date Indebtedness of such Person is being determined
in respect of Hedging Contracts of such Person and (j) all Indebtedness of the
type referred to above secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien upon
or in property (including Accounts and General Intangibles) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness.

                  "Indemnified Matters" has the meaning specified in Section
13.4.

                  "Indemnitees" has the meaning specified in Section 13.4.

                  "Intellectual Property" means, collectively, all rights,
priorities and privileges of any Grantor relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise,
including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks,
Trademark Licenses and trade secrets, and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.

                  "Interest Period" means, in the case of any Eurodollar Rate
Loan, (a) initially, the period commencing on the date such Eurodollar Rate Loan
is made or on the date of conversion of a Base Rate Loan to such Eurodollar Rate
Loan and ending one month thereafter, and

                                       14
<PAGE>

(b) thereafter, if such Loan is continued, in whole or in part, as a Eurodollar
Rate Loan pursuant to Section 2.15, a period commencing on the last day of the
immediately preceding Interest Period therefor and ending one month thereafter;
provided, however, that all of the foregoing provisions relating to Interest
Periods in respect of Eurodollar Rate Loans are subject to the following:

                        (i) if any Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day, unless the result of such extension would be to extend
such Interest Period into another calendar month, in which event such Interest
Period shall end on the immediately preceding Business Day;

                        (ii) any Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of a calendar month;

                        (iii) the Borrower may not select any Interest Period
that ends after the Scheduled Termination Date;

                        (iv) the Borrower may not select any Interest Period in
respect of Loans having an aggregate principal amount of less than $1,000,000;
and

                        (v) there shall be outstanding at any one time no more
than five Interest Periods in the aggregate.

                  "Interest Rate Contracts" means all interest rate swap
agreements, interest rate cap agreements, interest rate collar agreements and
interest rate insurance.

                  "Interim 9019 Order" means an order of the Bankruptcy Court
authorizing and approving, on an interim basis pending a hearing on notice to
interested parties, a settlement pursuant to which the MH Servicing Fees are
increased to 1.25% as of a date no later than the Petition Date and are accorded
the most senior priority under the cash flow waterfall provisions of the MH
Servicing Contracts (except, in the case of securitization trusts for which
principal and interest insurance is in force, in which cases the MH Servicing
Fees will be paid in the highest priority that will not adversely affect the
continuation in force of such insurance), such order to be satisfactory in form
and substance to the Administrative Agent.

                  "Interim Order" means that certain order issued by the
Bankruptcy Court in substantially the form of Exhibit E and otherwise in form
and substance satisfactory to the Lenders.

                  "Investment" means, with respect to any Person, (a) any
purchase or other acquisition by that Person of (i) any Security issued by, (ii)
a beneficial interest in any Security issued by or (iii) any other equity
ownership interest in, any other Person, (b) any purchase by that Person of all
or a significant part of the assets of a business conducted by another Person,
(c) any loan, advance (other than deposits with financial institutions available
for withdrawal on demand, prepaid expenses, accounts receivable and similar
items made or incurred in the ordinary course of business as presently
conducted) or capital contribution by that Person to any other Person, including
all Indebtedness of any other Person to that Person arising from a sale of

                                       15
<PAGE>

property by that Person other than in the ordinary course of its business and
(d) any Guaranty Obligation incurred by that Person in respect of Indebtedness
of any other Person.

                  "IRS" means the Internal Revenue Service of the United States
or any successor thereto.

                  "Leases" means, with respect to any Person, all of those
leasehold estates in real property of such Person, as lessee, as such may be
amended, supplemented or otherwise modified from time to time.

                  "Lender" means each financial institution or other entity that
(a) is listed on the signature pages hereof as a "Lender" or (b) from time to
time becomes a party hereto by execution of an Assignment and Acceptance.

                  "Lehman Documents" means the Guaranty Agreements, the Whole
Loan Sale Agreement, and the Subject Agreements, each as defined in the Lehman
Order.

                  "Lehman Order" means that certain order of the Bankruptcy
Court in substantially the form of Exhibit G (provided that the exhibits thereto
must be in form and substance satisfactory to the Lenders) and otherwise in form
and substance satisfactory to the Lenders.

                  "Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, charge, deposit arrangement, encumbrance, lien
(statutory or other), security interest or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
intended to assure payment of any Indebtedness or other obligation, including
any conditional sale or other title retention agreement, the interest of a
lessor under a Capital Lease and any financing lease having substantially the
same economic effect as any of the foregoing.

                  "LLC" means each limited liability company in which a Grantor
has an interest.

                  "LLC Agreement" means each operating agreement with respect to
an LLC, as each agreement has heretofore been and may hereafter be amended,
supplemented or otherwise modified from time to time.

                  "Loan" means any loan made by any Lender pursuant to this
Agreement, including the Term Loans and the Revolving Credit Loans.

                  "Loan Documents" means, collectively, this Agreement, the
Notes (if any), and the Collateral Documents, and each certificate, agreement or
document executed by a Loan Party and delivered to the Administrative Agent or
any Lender in connection with or pursuant to any of the foregoing.

                  "Loan Party" means the Borrower, CFCC, each Guarantor and each
other Subsidiary of the Borrower that executes and delivers a Loan Document.

                  "Material Adverse Change" means a material adverse change in
any of (a) the condition (financial or otherwise), business, performance,
prospects, operations or properties of

                                       16
<PAGE>

any Loan Party and its Subsidiaries taken as a whole during the period from and
after the Petition Date, (b) the legality, validity or enforceability of any
Loan Document, (c) the perfection or priority of the Liens granted pursuant to
this Agreement and the Orders, (d) the ability of the Borrower to repay the
Obligations or of the other Loan Parties to perform their respective obligations
under the Loan Documents or (e) the rights and remedies of the Administrative
Agent or the Lenders under the Loan Documents.

                  "Material Adverse Effect" means an effect that results in or
causes, or could reasonably be expected to result in or cause, a Material
Adverse Change.

                  "Material Intellectual Property" means Intellectual Property
owned by or licensed to a Grantor which is material to the business of the
Borrower and the Guarantors taken as a whole.

                  "Maximum Revolving Credit" means, at any time, the lesser of
(a) the Revolving Credit Commitments in effect at such time, (b) the Budgeted
Amount at such time and (c) until such time as the 9019 Order has become final,
$27,000,000

                  "Mill Creek" has the meaning specified in the preamble hereof.

                  "Mill Creek U.S. Bank Pledge Agreement" means the Pledge
Agreement dated as of December 27, 2000, pursuant to which the Borrower pledged
all issued and outstanding stock of Mill Creek to U.S. Bank as collateral agent,
for the benefit of U.S. Bank and the indenture trustees for the Parity Public
Debt.

                  "Mortgage" means the deed of trust, mortgage or similar
document or instrument creating a Lien on the Mortgaged Property in favor of the
Administrative Agent or its designee or assigns.

                  "Mortgaged Property" means the real property, building and
other improvements located at 345 St. Peters Street, St. Paul, Minnesota.

                  "Mortgagor" is defined in the recitals.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which the Borrower, any of its Subsidiaries or
any ERISA Affiliate has any obligation or liability, contingent or otherwise.

                  "Net Cash Proceeds" means proceeds received by any Loan Party
after the Closing Date in cash or Cash Equivalents from any (a) Asset Sale or
(b) Property Loss Event; provided, that for Asset Sales, in the case of Asset
Sales of actual reasonable expenses of such Asset Sale and, in the case of Asset
Sales permitted under Section 8.4(a), of amounts indebtedness required to be
paid under the Whole Loan Sale Agreement (as defined in the Lehman Order) as
repayment of Indebtedness under the Warehouse Agreement (as defined in the
Lehman Order).

                  "9019 Order" means an order of the Bankruptcy Court
authorizing and approving a settlement pursuant to which the MH Servicing Fees
are increased to 1.25% as of a date no

                                       17
<PAGE>

later than the Petition Date, and are accorded the most senior priority under
the cash flow waterfall provisions of the MH Servicing Contracts (except, in the
case of securitization trusts for which principal and interest insurance is in
force, in which cases the MH Servicing Fees will be paid in the highest priority
that will not adversely affect the continuation in force of such insurance),
such order to be satisfactory in form and substance to the Administrative Agent.

                  "Non-Consenting Lender" has the meaning specified in Section
13.1(c).

                  "Non-Funding Lender" has the meaning specified in Section
2.2(d).

                  "Non-Stayed Order" means an order of the Bankruptcy Court
which is in full force and effect, as to which no stay has been entered and
which has not been reversed, modified, vacated or overturned.

                  "Non-U.S. Lender" means any Lender that is not a United States
person as defined in Section 7701(a)(30) of the Code.

                  "Note" means a Revolving Credit Note or Term Note.

                  "Notice of Borrowing" has the meaning specified in Section
2.2(a).

                  "Notice of Conversion or Continuation" has the meaning
specified in Section 2.15.

                  "Obligations" means the Loans and all other amounts,
obligations, covenants and duties owing by the Borrower or CFCC to the
Administrative Agent, any Lender, any Affiliate of any of them or any
Indemnitee, of every type and description (whether by reason of an extension of
credit, loan, guaranty, indemnification, foreign exchange or currency swap
transaction, interest rate hedging transaction or otherwise), present or future,
arising under this Agreement, the U.S. Bank Cash Management Agreements (to the
extent relating to obligations incurred after the Petition Date) any agreement
for cash management services entered into with the written consent of the
Administrative Agent in connection with this Agreement or any other Loan
Document, whether direct or indirect (including those acquired by assignment),
absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired and whether or not evidenced by any note, guaranty or other
instrument or for the payment of money, and includes all letter of credit, cash
management and other fees, interest, charges, expenses, attorneys' fees and
disbursements and other sums chargeable to the Borrower or CFCC under this
Agreement or any agreement for cash management services entered into in
connection with this Agreement.

                  "Orders" means the Interim Order or the Final Order, as
applicable.

                  "Other Taxes" has the meaning specified in Section 2.13(b).

                  "Outstandings" means the Revolving Credit Outstandings or Term
Loan Outstandings, as applicable.

                  "Parent Guarantor" has the meaning specified in the preamble
hereof.

                                       18
<PAGE>

                  "Participant Register" has the meaning specified therefor in
Section 13.2(f).

                  "Parity Public Debt" means the Indebtedness of Conseco, Inc.
under (i) the $200,000,000 8-1/8% Senior Notes due 2003 issued under that
certain Indenture dated as of February 18, 1993 between Conseco, Inc., as
Issuer, and Shawmut Bank Connecticut, National Association, as Trustee, and (ii)
the $200,000,000 10 1/2% Senior Notes due 2004 issued under that certain
Indenture, dated as of December 15, 1994, between CCP Insurance, Inc. and LTCB
Trust Company, as supplemented by the First Supplemental Indenture, dated as of
August 31, 1995, between the Conseco, Inc. and LTCB Trust Company.

                  "Partnership" means each partnership in which a Grantor has an
interest.

                  "Partnership Agreement" means each partnership agreement
governing a Partnership, as each such agreement has heretofore been and may
hereafter be amended, supplemented or otherwise modified from time to time.

                  "Patents" means (a) all letters patent of the United States,
any other country or any political subdivision thereof and all reissues and
extensions thereof, (b) all applications for letters patent of the United States
or any other country and all divisions, continuations and continuations-in-part
thereof and (c) all rights to obtain any reissues or extensions of the
foregoing.

                  "Patent License" means all agreements, whether written or
oral, providing for the grant by or to any Grantor of any right to manufacture,
use, import, sell or offer for sale any invention covered in whole or in part by
a Patent.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

                  "Permit" means any permit, approval, authorization, license,
variance or permission required from a Governmental Authority under an
applicable Requirement of Law.

                  "Permitted Prepetition Claim Payment" means a payment (as
adequate protection or otherwise) on account of any Claim arising or deemed to
have arisen prior to the Petition Date, which is made pursuant to the First Day
Orders or any subsequent order of the Bankruptcy Court upon prior notice to the
Lenders and a hearing; provided that (a) such First Day Orders and subsequent
orders are acceptable in form and substance (including the amount authorized to
be paid thereunder) to the Administrative Agent and (b) no such payment shall be
made after the occurrence and during the continuance of a Default or an Event of
Default.

                  "Person" means an individual, partnership, corporation
(including a business trust), joint stock company, estate, trust, limited
liability company, unincorporated association, joint venture or other entity, or
a Governmental Authority.

                  "Petition Date" has the meaning specified in the recitals to
this Agreement.

                  "Plan of Reorganization" means a plan of reorganization filed
by the Borrower and the Guarantors in the Cases under chapter 11 of title 11 of
the United State Code.

                                       19
<PAGE>

                  "Pledged Collateral" means, collectively, the Pledged Notes,
the Pledged Stock, the Pledged Partnership Interests, the Pledged LLC Interests,
all certificates or other instruments representing any of the foregoing and all
Security Entitlements of any Grantor in respect of any of the foregoing. Pledged
Collateral may be General Intangibles or Investment Property.

                  "Pledged LLC Interests" means all right, title and interest of
any Grantor as a member of any LLC and all right, title and interest of any
Grantor in, to and under any LLC Agreement to which it is a party.

                  "Pledged Mill Creek Securities" means all equity securities
(including common stock, preferred stock and any other form of equity security
or capital stock) of Mill Creek outstanding on or after the Petition Date and
all Primed Collateral relating thereto.

                  "Pledged Notes" means all right, title and interest of any
Grantor in the Instruments evidencing all Indebtedness owed to such Grantor,
including all Indebtedness described on Schedule 4.22, issued by the obligors
named therein.

                  "Pledged Partnership Interests" means all right, title and
interest of any Grantor as a limited and/or general partner in all Partnerships
and all right, title and interest of any Grantor in, to and under any
Partnership Agreements to which it is a party.

                  "Pledged Stock" means the shares of capital stock owned by
each Grantor, including the Primed Collateral.

                  "Primed Pledged Shares" means the common and other capital
stock of any kind of the Primed Pledged Share Issuers.

                  "Primed Pledged Share Issuers" means each of Mill Creek Bank,
Green Tree Retail Services Bank, Inc. and Rice Park Properties Corporation, and
their successors and assigns.

                  "Primed Collateral" means (i) Primed Pledged Shares, the
certificates representing the Primed Pledge Shares, and all dividends , cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Primed
Pledged Shares, (ii) all additional shares of stock of the Primed Pledged Share
Issuers, now owned or from time acquired by the Borrower or any Guarantor in any
manner, and the certificates representing such additional shares, and all
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares and (iii) all proceeds of the foregoing (including proceeds that
constitute property of types described above).

                  "Priming Liens" is defined in the recitals.

                  "Projections" has the meaning specified in Section 6.1(f).

                  "Property Loss Event" means any loss of or damage to property
of the Borrower or any of its Subsidiaries that results in the receipt by such
Person of proceeds of insurance in excess of $1,000,000 or any taking of
property of the Borrower or any of its Subsidiaries that

                                       20
<PAGE>

results in the receipt by such Person of a compensation payment in respect
thereof in excess of $1,000,000.

                  "Proposed Change" has the meaning specified in Section
13.1(c).

                  "Protective Advances" means all expenses, disbursements and
advances incurred by the Administrative Agent pursuant to the Loan Documents
after the occurrence and during the continuance of an Event of Default which the
Administrative Agent, in its sole discretion, deems necessary or desirable to
preserve or protect the Collateral or any portion thereof or to enhance the
likelihood or maximize the amount of repayment of the Obligations.

                  "Purchasing Lender" has the meaning specified in Section 13.7.

                  "Ratable Portion" or "ratably" means, with respect to
Revolving Credit Loans or Term Loans with respect to any Lender, the percentage
obtained by dividing (a) the applicable Credit Commitment of such Lender by (b)
the aggregate applicable Credit Commitments of all Lenders (or, at any time
after the Credit Termination Date, the percentage obtained by dividing the
aggregate outstanding principal balance of the applicable Outstandings owing to
such Lender by the aggregate outstanding principal balance of the applicable
Outstandings owing to all Lenders).

                  "Real Property" means all of those plots, pieces or parcels of
land now owned, leased or hereafter acquired or leased by the Borrower or any of
its Subsidiaries (the "Land"), together with the right, title and interest of
the Borrower or any of its Subsidiaries, if any, in and to the streets, the land
lying in the bed of any streets, roads or avenues, opened or proposed, in front
of, the air space and development rights pertaining to the Land and the right to
use such air space and development rights, all rights of way, privileges,
liberties, tenements, hereditaments and appurtenances belonging or in any way
appertaining thereto, all fixtures, all easements now or hereafter benefiting
the Land and all royalties and rights appertaining to the use and enjoyment of
the Land, including all alley, vault, drainage, mineral, water, oil and gas
rights, together with all of the buildings and other improvements now or
hereafter erected on the Land, and any fixtures appurtenant thereto.

                  "Register" has the meaning specified in Section 13.2(c).

                  "Registered Loan" has the meaning specified therefor in
Section 13.2(c).

                  "Registered Note" has the meaning specified therefor in
Section 2.6(d)

                  "Reinvestment Event" means any Property Loss Event in respect
of which the Borrower has delivered a Reinvestment Notice.

                  "Reinvestment Notice" means a written notice executed by a
Responsible Officer of the Borrower stating that no Default or Event of Default
has occurred and is continuing and that the Borrower (directly or indirectly
through one of its Subsidiaries) intends and expects to use all or a specified
portion of the Net Cash Proceeds of a Property Loss Event to effect repairs and
or to acquire replacement assets.

                                       21
<PAGE>

                  "Related Document" means the Asset Purchase Agreement and any
document or agreement executed in connection with the Asset Purchase Agreement.

                  "Release" means, with respect to any Person, any release,
spill, emission, leaking, pumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration, in each case, of any Contaminant into the
indoor or outdoor environment or into or out of any property owned by such
Person, including the movement of Contaminants through or in the air, soil,
surface water, ground water or property.

                  "Remedial Action" means all actions required to (a) clean up,
remove, treat or in any other way address any Contaminant in the indoor or
outdoor environment, (b) prevent the Release or threat of Release or minimize
the further Release so that a Contaminant does not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor
environment or (c) perform pre-remedial studies and investigations and
post-remedial monitoring and care.

                  "Requirement of Law" means, with respect to any Person, the
common law and all federal, state, local and foreign laws, rules and
regulations, orders, judgments, decrees and other legal requirements or
determinations of any Governmental Authority or arbitrator, applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.

                  "Requisite Lenders" means, until the Revolving Credit
Commitments have been terminated and Revolving Credit Loans, and all Obligations
relating thereto, repaid in full, (x) FPS and (y) Revolving Credit Loan Lenders
having more than 51% of the aggregate outstanding amount of the Revolving Credit
Commitments or, after the Credit Termination Date, 51% of the aggregate
Revolving Credit Outstandings, and thereafter Term Loan Lenders having more than
51% of the aggregate outstanding amount of the Term Loans. A Non-Funding Lender
shall not be included in the calculation of "Requisite Lenders."

                  "Responsible Officer" means, with respect to any Person, any
of the principal executive officers, managing members or general partners of
such Person, but in any event, with respect to financial matters, the chief
financial officer, treasurer or controller of such Person.

                  "Restricted Payment" means (a) any dividend or other
distribution, direct or indirect, on account of any Stock or Stock Equivalents
of the Borrower or any of the Guarantors now or hereafter outstanding, except a
dividend or distribution payable solely to the Borrower and/or one or more
Guarantors, (b) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Stock or
Stock Equivalents of the Borrower or any of the Guarantors now or hereafter
outstanding other than one payable solely to the Borrower and/or one or more
Guarantors, and (c) any payment or prepayment of principal, premium (if any),
interest, fees (including fees to obtain any waiver or consent in connection
with any Security) or other charges on, or redemption, purchase, retirement,
defeasance, sinking fund or similar payment with respect to, any Indebtedness of
the Borrower or any other Loan Party, other than any required redemptions,
retirement, purchases or other payments, in each case to the extent permitted to
be made by the terms of such Indebtedness after giving effect to any applicable
subordination provisions.

                                       22
<PAGE>

                  "Revolving Credit Commitment" means, with respect to each
Lender, the commitment of such Lender to make Revolving Credit Loans and acquire
interests in other Outstandings in the aggregate principal amount outstanding
not to exceed the amount set forth opposite such Lender's name on Schedule I
under the caption "Revolving Credit Commitment," as amended to reflect each
Assignment and Acceptance executed by such Lender and as such amount may be
reduced pursuant to this Agreement.

                  "Revolving Credit Loan Lender" means, in such capacity, a
Lender with a Revolving Credit Loan outstanding or a Revolving Credit
Commitment.

                  "Revolving Credit Loan" is defined in Section 2.1.

                  "Revolving Credit Note" means a promissory note of the
Borrower payable to the order of any Lender in a principal amount equal to the
amount of such Lender's Revolving Credit Commitment evidencing the aggregate
Indebtedness of the Borrower to such Lender resulting from the Revolving Credit
Loans owing to such Lender.

                  "Revolving Credit Outstandings" means, at any particular time,
the principal amount of the Revolving Credit Loans outstanding at such time.

                  "Scheduled Termination Date" means the earlier of (x) the
termination for any reason of the Asset Purchase Agreement, (y) the Closing Date
(as defined in the Asset Purchase Agreement) and (z) 90 days after the Petition
Date (or, if the 9019 Order has been entered within 30 Business Days (APA
Method) after the Petition Date, 120 days after the Petition Date).

                  "SEC" means the U.S. Securities and Exchange Commission or any
successor thereto.

                  "Secured Obligations" means, in the case of the Borrower, the
Obligations, and, in the case of any other Loan Party, the obligations of such
Loan Party under the Guaranty and the other Loan Documents to which it is a
party.

                  "Secured Parties" means the Lenders, the Administrative Agent,
each of their respective successors and assigns, and any other holder of any of
the Obligations or of any other obligations under the Loan Documents, including
the beneficiaries of each indemnification obligation undertaken by the Loan
Parties and the Administrative Agent.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Selling Lender" has the meaning specified in Section 13.7.

                  "Stock" means shares of capital stock (whether denominated as
common stock or preferred stock), beneficial, partnership or membership
interests, participations or other equivalents (regardless of how designated) of
or in a corporation, partnership, limited liability company or equivalent
entity, whether voting or non-voting.

                                       23
<PAGE>

                  "Stock Equivalents" means all securities convertible into or
exchangeable for Stock and all warrants, options or other rights to purchase or
subscribe for any Stock, whether or not presently convertible, exchangeable or
exercisable.

                  "Sub-Agent" is defined in Section 12.7.

                  "Subsidiary" means, with respect to any Person, any
corporation, partnership, limited liability company or other business entity of
which an aggregate of 50% or more of the outstanding Voting Stock is, at the
time, directly or indirectly, owned or controlled by such Person and/or one or
more Subsidiaries of such Person.

                  "Subsidiary Guarantor" means each Subsidiary of the Borrower
party to this Agreement.

                  "Superior Liens" has the meaning specified in the recitals
hereto.

                  "Super-Priority Claim" means a claim, pursuant to section
364(c)(1) of the Bankruptcy Code, against any Loan Party in the Cases that is an
administrative expense claim having priority over any or all administrative
expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy
Code.

                  "Tax Affiliate" means, with respect to any Person, (a) any
Subsidiary of such Person and (b) any Affiliate of such Person with which such
Person files or is eligible to file consolidated, combined or unitary tax
returns.

                  "Tax Return" has the meaning specified in Section 4.7(a).

                  "Taxes" has the meaning specified in Section 2.13(a).

                  "Term Loan Lender" means, in such capacity, a Lender with a
Term Loan outstanding or a Term Loan Commitment.

                  "Term Loan" is defined in Section 2.1.

                  "Term Loan Commitment" means, with respect to each Lender, the
commitment of such Lender to make Term Loans in the aggregate principal amount
outstanding not to exceed the amount set forth opposite such Lender's name on
Schedule I under the caption "Term Loan Commitment," as amended to reflect each
Assignment and Acceptance executed by such Lender and as such amount may be
reduced pursuant to this Agreement.

                  "Term Loan Obligations" means the Term Loans and to the extent
related thereto, all other Obligations.

                  "Term Loan Outstandings" means, at any particular time, the
principal amount of the Term Loans outstanding at such time.

                  "Term Note" means a promissory note of the Borrower payable to
the order of any Lender in a principal amount equal to the amount of such
Lender's Term Loan Commitment

                                       24
<PAGE>

evidencing the aggregate Indebtedness of the Borrower to such Lender resulting
from the Term Loans owing to such Lender.

                  "Title IV Plan" means a pension plan, other than a
Multiemployer Plan, which is covered by Title IV of ERISA to which the Borrower
or any of its Subsidiaries or any ERISA Affiliate has any obligation or
liability (contingent or otherwise).

                  "Trademarks" means (a) all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and all goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise, and all common-law
rights related thereto and (b) the right to obtain all renewals thereof.

                  "Trademark License" means any agreement, whether written or
oral, providing for the grant by or to any Grantor of any right to use any
Trademark.

                  "Type" shall refer, in the case of Term Loans, to Term Loans
and, in the case of Revolving Credit Loans, to Revolving Credit Loans.

                  "UCC" means the Uniform Commercial Code as from time to time
in effect in the State of New York; provided, however, that in the event that,
by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of the Administrative Agent's and the other Secured
Parties' security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York,
the term "UCC" shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection or priority and for purposes of definitions related to such
provisions.

                  "Unused Commitment Fee" has the meaning specified in Section
2.10(a).

                  "U.S. Bank" has the meaning given to it in the preamble.

                  "U.S. Bank Cash Management Agreements" means, collectively,
that certain "Consolidated U.S. Bank Treasury Management Service Agreement"
dated January 31, 2000 from the Borrower and certain affiliates to U.S. Bank,
the "U.S. Bank Treasury Management Services - Terms and Conditions" and "Product
Specification Sheets" referred to in such Service Agreement and any other
documents entered into or delivered by the Borrower or any affiliate pursuant to
or with respect to any of the foregoing or with respect to any of the services
provided by U.S. Bank pursuant to any of the foregoing, all as the same may
hereinafter be amended, supplemented, extended, restated or otherwise modified
from time to time.

                  "U.S. Bank Prepetition Credit Agreement" means the Credit
Agreement between the Borrower and U.S. Bank dated as of December 27, 2000, as
amended by the First Amendment to Credit Agreement dated as of January 9, 2002,
as further amended by the Second Amendment to Credit Agreement dated as of July
9, 2002, and as further amended by the Third

                                       25
<PAGE>

Amendment to Credit Agreement dated as of August 23, 2002, and as further
amended by the Fourth Amendment to Credit Agreement and Waiver dated as of
September 6, 2002, and as further amended by the Fifth Amendment to Credit
Agreement, Forbearance Agreement and Limited Waiver dated as of November 27,
2002.

                  "U.S. Bank Prepetition Indebtedness" means all obligations
outstanding under the U.S. Bank Prepetition Credit Agreement.

                  "U.S. Bank Mortgage" means the Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Financing Statement from Rice Park
Properties Corporation to U.S. Bank, pursuant to which Rice Park Properties
Corporation granted U.S. Bank a Lien on certain real property located in St.
Paul, Minnesota to secure the Borrower's obligations under the Credit Agreement
and the Cash Management Agreements.

                  "U.S. Trustee" means the United States Trustee for the
Northern District of Illinois Eastern Division.

                  "Vehicles" means all vehicles covered by a certificate of
title law of any state.

                  "Voting Stock" means Stock of any Person having ordinary power
to vote in the election of members of the board of directors, managers, trustees
or other controlling Persons of such Person (irrespective of whether, at the
time, Stock of any other class or classes of such entity shall have or might
have voting power by reason of the happening of any contingency).

                  "Withdrawal Liability" means, with respect to the Borrower at
any time, the aggregate liability incurred (whether or not assessed) with
respect to all Multiemployer Plans pursuant to Section 4201 of ERISA or for
increases in contributions required to be made pursuant to Section 4243 of
ERISA.

                  Section 1.2. Computation of Time Periods. In this Agreement,
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding" and the word "through" means "to and including."

                  Section 1.3. Accounting Terms and Principles.

                  (a) Except as set forth below, all accounting terms not
specifically defined herein shall be construed in conformity with GAAP and all
accounting determinations required to be made pursuant hereto shall, unless
expressly otherwise provided herein, be made in conformity with GAAP.

                  Section 1.4. Certain Terms.

                  (a) The words "herein," "hereof," "hereto" and "hereunder" and
similar words refer to this Agreement as a whole, and not to any particular
Section, subsection or clause in this Agreement.

                                       26
<PAGE>

                  (b) References in this Agreement to an Exhibit, Schedule,
Section, subsection or clause refer to the appropriate Exhibit or Schedule to,
or Section, subsection or clause of, this Agreement.

                  (c) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  (d) Where the context requires, provisions relating to the
Collateral or any part thereof, when used in relation to a Grantor, shall refer
to such Grantor's Collateral or the relevant part thereof.

                  (e) Each agreement defined in this Article I shall include all
appendices, exhibits and schedules thereto. If the prior written consent of the
Requisite Lenders is required hereunder for an amendment, restatement,
supplement or other modification to any such agreement and such consent is
obtained, references in this Agreement to such agreement shall be to such
agreement as so amended, restated, supplemented or modified.

                  (f) References in this Agreement to any statute shall be to
such statute as amended or modified and in effect at the time any such reference
is operative.

                  (g) The term "including" when used in any Loan Document means
"including without limitation", except when used in the computation of time
periods.

                  (h) The terms "Lender", "Administrative Agent" and "Secured
Party" include their respective successors.

                  (i) Terms not otherwise defined herein and defined in the UCC
are used herein with the meanings specified in the UCC, including the following
which are capitalized herein:

                  "Account Debtor"
                  "Accounts"
                  "Chattel Paper"
                  "Commercial Tort Claim (if any)"
                  "Commodity Account"
                  "Commodity Intermediary"
                  "Deposit Account"
                  "Documents"
                  "Entitlement Holder"
                  "Entitlement Order"
                  "Equipment"
                  "Financial Asset"
                  "General Intangibles"
                  "Instruments"
                  "Inventory"
                  "Investment Property"
                  "Letter of Credit Right"
                  "Payment Intangible"

                                       27
<PAGE>

                  "Proceeds"
                  "Security"
                  "Securities Account"
                  "Securities Intermediary"
                  "Security Entitlement"

                  (j) References to approvals by (or to events, etc. being
satisfactory to or similar concepts) by any Lender or the Administrative Agent
shall refer to the approval of such person in its and absolute sole discretion.

                  (k) Terms not otherwise defined herein and defined in the
Asset Purchase Agreement are used herein with the meanings specified in the
Asset Purchase Agreement, including the following which are capitalized herein:

                  "Amortization Event"
                  "Bidding Procedures"
                  "Bidding Procedures Order"
                  "Buyer"
                  "MH Servicing Business"
                  "MH Servicing Contracts"
                  "MH Servicing Fees"
                  "Non-MH Servicing Business"
                  "Private Label Credit Cared Master Trust Documents"
                  "Purchased Assets"
                  "Purchased Business"
                  "Sale Order"
                  "Securitization"
                  "Servicing Contract"


                                   ARTICLE II

                                  The Facility

                  Section 2.1. The Credit Commitments; Limitations on
Obligations of U.S. Bank National Association. On the terms and subject to the
conditions contained in this Agreement, each Lender with a Revolving Credit
Commitment severally agrees to make loans ("Revolving Credit Loans") to the
Borrower (and, solely to the extent provided herein, CFCC) from time to time on
any Business Day during the period from the date hereof until the Credit
Termination Date in an aggregate amount not to exceed at any time outstanding
for all such Loans made by such Lender such Lender's Revolving Credit
Commitment; provided, however, that (a) the aggregate Revolving Credit
Outstandings to CFCC, after giving effect to such Revolving Credit Loan, shall
not exceed $1,000,000 and (b) at no time shall any Lender be obligated to make a
Loan (i) to the extent that such Lender's Ratable Portion of the Revolving
Credit Outstandings, after giving effect to such Revolving Credit Loan, would
exceed such Lender's Ratable Portion of the Budgeted Amount and (ii) to the
extent that the aggregate Revolving Credit Outstandings, after giving effect to
such Revolving Credit Loan, would exceed

                                       28
<PAGE>

the Maximum Revolving Credit in effect at such time. Subject to the terms and
conditions contained in this Agreement, Revolving Credit Loans to the Borrower
prepaid out of Excess Cash pursuant to Section 2.8(b) may be reborrowed but all
other amounts prepaid may not be reborrowed. Subject to the terms and conditions
contained in this Agreement, Revolving Credit Loans to CFCC prepaid may be
reborrowed.

          On the terms and subject to the conditions contained in this
Agreement, each Lender with a Term Loan Commitment severally agrees to make a
term loan ("Term Loan") to the Borrower on the Closing Date equal to the amount
of its Term Loan Commitment. Notwithstanding any provision in this Agreement to
the contrary, (a) each Term Lender shall only be obligated to make a Term Loan
on the Closing Date, subject to the satisfaction of the conditions set forth in
Section 3.1, in the amount equal to its pro rata share of the amount of the U.S.
Bank Prepetition Indebtedness, (b) each Term Lender shall make its Term Loan
through the exchange of its U.S. Bank Prepetition Indebtedness for Term Loan
Indebtedness hereunder and not by the transfer of funds to the Borrower pursuant
to Section 2.2, and (c) U.S. Bank shall not have any obligation to make any Loan
other than a Term Loan equal to its Term Loan Commitment. No Term Loan that is
prepaid may be reborrowed. Upon such exchange, each Term Loan Lender will be
deemed to have fully funded its Term Loan Commitment.

          FPS agrees to purchase Term Loans from U.S. Bank in a principal amount
of $10,000,000 as follows:

                  (a) The effective date of the purchase shall be the first date
          on which any Revolving Credit Loan (regardless of amount) is made. The
          conditions set forth in Section 3.1(a) (including approval of the
          Bankruptcy Court of the Priming Liens) to the making of such Revolving
          Credit Loan shall have been satisfied.

                  (b) The purchase price shall be $10,000,000 plus accrued and
          unpaid interest on such principal amount.

                  (c) The purchase shall be effected through the execution and
          delivery of an Assignment and Acceptance by U.S. Bank and FPS.
          Pursuant thereto, U.S. Bank shall represent and warrant to FPS that
          U.S. Bank is the legal and beneficial owner of the interest being
          assigned by it thereunder and that such interest is free and clear of
          any adverse claim of ownership and free and clear of any defenses to
          payment based on the conduct of U.S. Bank.

                  (d) The purchase shall be effective upon payment of the
          purchase price therefor by FPS, and, notwithstanding any other
          provision in this Agreement to the contrary, until the purchase price
          is paid, all proceeds from the sale of the Primed Collateral and the
          Mortgaged Property which would otherwise be applied to Revolving
          Credit Loans held by FPS shall be applied to, and be applied to the
          payment of the purchase price for, the Term Loans held by U.S. Bank.

                  Section 2.2. Borrowing Procedures.

                  (a) Each Borrowing of Loans (including to CFCC) shall be made
on notice given by the Borrower to the Administrative Agent not later than 4:00
P.M. (New York City

                                       29
<PAGE>

time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans, and
(ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans,
prior to the date of the proposed Borrowing. Each such notice shall be in
substantially the form of Exhibit C (a "Notice of Borrowing") specifying (i) the
date of such proposed Borrowing, (ii) the aggregate amount of such proposed
Borrowing, (iii) whether any portion of the proposed Borrowing will be of Base
Rate Loans or Eurodollar Rate Loans, (iv) the Available Credit (after giving
effect to the proposed Borrowing), (v) the Budgeted Amount (after giving effect
to the proposed Borrowing) and (vi) any amount to be netted pursuant to Section
2.8(b). The Loans shall be made as Base Rate Loans unless (subject to Section
2.16) the Notice of Borrowing specifies that all or a portion thereof shall be
Eurodollar Rate Loans. Each Borrowing shall be in an aggregate amount of not
less than $100,000 or an integral multiple of $100,000 in excess thereof. The
Borrower may not request more than one Borrowing per week (or more frequently as
the Administrative Agent may permit).

                  (b) The Administrative Agent shall give to each Lender prompt
notice of the Administrative Agent's receipt of a Notice of Borrowing and, if
Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the
applicable interest rate determined pursuant to Section 2.16(a). Each Lender
shall, before 11:00 A.M. (New York City time) on the date of the proposed
Borrowing, make available to the Administrative Agent at its address referred to
in Section 13.8, in immediately available funds, such Lender's Ratable Portion
of such proposed Borrowing. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Sections
3.1 and 3.2, the Administrative Agent will make such funds available to the
Borrower (or if the Revolving Credit Loans are to be made to CFCC, to CFCC).

                  (c) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any proposed Borrowing that such Lender will
not make available to the Administrative Agent such Lender's Ratable Portion of
such Borrowing, the Administrative Agent may assume that such Lender has made
such Ratable Portion available to the Administrative Agent on the date of such
Borrowing in accordance with this Section 2.2 and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such Ratable Portion available to the Administrative Agent, such Lender and
the Borrower severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the case of the
Borrower, the interest rate applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for the
first Business Day and thereafter at the interest rate applicable at the time to
the Loans comprising such Borrowing. If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement. If the Borrower shall repay to the Administrative Agent such
corresponding amount, such payment shall not relieve such Lender of any
obligation it may have hereunder to the Borrower.

                  (d) The failure of any Lender to make the Loan or any payment
required by it on the date specified (a "Non-Funding Lender") shall not relieve
any other Lender of its

                                       30
<PAGE>

obligations to make such Loan or payment on such date, but no such other Lender
shall be responsible for the failure of any Non-Funding Lender to make a Loan or
payment required under this Agreement.

                  Section 2.3. Intentionally Omitted.

                  Section 2.4. Reduction and Termination of the Credit
Commitments.

                  (a) The Borrower may, upon at least three Business Days' prior
notice to the Administrative Agent, terminate in whole or reduce in part ratably
the unused portions of the respective Revolving Credit Commitments of the
Lenders; provided, however, that each partial reduction shall be in the
aggregate amount of not less than $1,000,000 or an integral multiple of
$1,000,000 in excess thereof. The Borrower may not at any time reduce the Term
Loan Commitment.

                  (b) Except as otherwise provided in Section 2.8, the then
current Revolving Credit Commitments shall be reduced on each date on which a
prepayment of Revolving Credit Loans is made pursuant to Section 2.7(a) or
required to be made pursuant to Section 2.8(a) or would be required to be made
had the outstanding Revolving Credit Loans equaled the Revolving Credit
Commitments then in effect, in each case in the amount of such prepayment (or
deemed prepayment) (and the Revolving Credit Commitment of each Lender shall be
reduced by its Ratable Portion of such amount).

                  Section 2.5. Repayment of Loans. The Borrower promises to
repay the entire unpaid principal amount of the Loans and all accrued but unpaid
interest thereon on the Scheduled Termination Date. CFCC promises to repay the
entire unpaid principal amount of the Loans to it and all accrued but unpaid
interest thereon on the Scheduled Termination Date.

                  Section 2.6. Evidence of Debt.

                  (a) Each Lender shall maintain in accordance with its usual
practice (or that of its Affiliates) an account or accounts evidencing
Indebtedness of the Borrower and CFCC to such Lender resulting from each Loan of
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.

                  (b) The Administrative Agent shall maintain accounts in
accordance with its usual practice (or that of its Affiliates) in which it will
record (i) the amount of each Loan made and, if a Eurodollar Rate Loan, the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable by the Borrower and CFCC to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the
Borrower and each Lender's share thereof, if applicable.

                  (c) The entries made in the accounts maintained pursuant to
clauses (a) and (b) of this Section 2.6 shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided, however, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of the Borrower and CFCC to repay the
Loans in

                                       31
<PAGE>

accordance with the terms hereof and the other Loan Documents. Notwithstanding
any other provision of this Agreement, in the event that any Lender requests
that the Borrower and CFCC execute and deliver a promissory note or notes
payable to such Lender in order to evidence the Indebtedness owing to such
Lender by the Borrower or CFCC hereunder, the Borrower or CFCC, as applicable,
will promptly execute and deliver a Note or Notes to such Lender evidencing any
Loans of such Lender, substantially in the form of Exhibit B-1 or B-2, as
applicable. Thereafter, the Loans evidenced by such Note and interest thereon
shall at all times (including after assignment pursuant Section 13.2) be
represented by one or more Notes in such form payable to the order of the payee
named therein (or, if such Note is a Registered Note as hereafter set forth, to
such payee and its registered assigns). Any Lender may request that its Notes be
treated as registered promissory notes ("Registered Notes"), in which case such
Notes shall contain the following statement:

                  "This Note is a Registered Note and, as provided in and
                  subject to the terms of the Credit Agreement, this Note and
                  the Loans evidenced hereby may be transferred in whole or in
                  part only upon surrender of this Note to the Administrative
                  Agent for registration of transfer or exchange (and in the
                  case of a surrender for registration of transfer, duly
                  endorsed or accompanied by a written instrument of transfer,
                  duly executed by the registered holder of this Note or its
                  attorney duly authorized in writing), at which time a new Note
                  for a like principal amount will be issued to, and registered
                  in the name of, the permitted transferee as provided in
                  Section 13.2 of the Credit Agreement. Reference in this Note
                  to a "holder" shall mean the person or entity in whose name
                  this Note is at the time registered in the register maintained
                  by the Administrative Agent as provided in Section 13.2(c) of
                  the Credit Agreement and, prior to due presentment for
                  registration of transfer, the Borrower, CFCC, the
                  Administrative Agent and the Lenders may treat such person or
                  entity as the owner of this Note for the purpose of receiving
                  payment and all other purposes, notwithstanding notice to the
                  contrary. The Loans evidenced by this Note may be participated
                  in whole or in part only by registration of such participation
                  on the Participant Register maintained by the holder of this
                  Note pursuant to Section 13.2(f) of the Credit Agreement. Any
                  participation of the Loans may be effected only by the
                  registration of the participation on the Participant
                  Register."

                  Section 2.7. Optional Prepayments.

                  (a) The Borrower may, upon at least three Business Days' prior
notice to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, prepay the outstanding principal amount of
the Loans in whole or in part; provided, however, that (i) if any prepayment of
any Eurodollar Rate Loan is made by the Borrower other than on the last day of
an Interest Period for such Loan, the Borrower shall also pay any amounts owing
pursuant to Section 2.16(e), (ii) each partial prepayment of Loans shall be in
an aggregate

                                       32
<PAGE>

principal amount not less than $1,000,000 or integral multiples of $1,000,000 in
excess thereof and (iii) if the aggregate outstanding balance of Loans is less
than $1,000,000, the Borrower may prepay the entire aggregate outstanding
balance of Loans. Upon the giving of such notice of prepayment, the principal
amount of Loans specified to be prepaid shall become due and payable on the date
specified for such prepayment. All repayments of Loans made pursuant to this
Section 2.7(a) shall result in a permanent reduction of the Commitments to the
extent and in the manner provided in Section 2.4(b).

                  (b) The Borrower shall have no right to prepay the principal
amount of any Loan other than as provided in this Section 2.7. CFCC shall not
have the right to prepay the principal amount of any Loan without the consent of
the Administrative Agent.

                  (c) The Borrower may not, without the consent of the Revolving
Credit Lenders, voluntarily prepay all or any portion of the Term Loans unless
the Revolving Credit Loans have been repaid in full and the Revolving Credit
Commitments have been terminated.

                  Section 2.8. Mandatory Prepayments.

                  (a) Without limiting the provisions of Article IX, the
Borrower shall prepay Loans in connection with Asset Sales as follows:

                        (1) With respect to Asset Sales permitted by Section
                  8.4(a), the Borrower shall immediately prepay the Revolving
                  Credit Loans in an amount equal to 100% of the Net Cash
                  Proceeds received by the Borrower or any of its Subsidiaries
                  from such sale. Such prepayment shall not result in a
                  reduction of the Revolving Credit Commitment and the amount
                  prepaid may, subject to the terms and conditions of this
                  Agreement, be reborrowed.

                        (2) With respect to Asset Sales permitted by Section
                  8.4(c)(other than the sale referred to in Item 4 of Schedule
                  8.4 (Menards)), the Borrower shall immediately prepay the
                  Revolving Credit Loans in an amount equal to 50% of the Net
                  Cash Proceeds received by the Borrower or any of its
                  Subsidiaries from such sale. The Revolving Credit Commitment
                  shall be permanently reduced by an amount equal to 50% of such
                  Net Cash Proceeds. In addition to such prepayment, the
                  Borrower shall within 30 days of the consummation of such
                  Asset Sale prepay the Revolving Credit Loans in an amount
                  equal to 50% of the Net Cash Proceeds received by the Borrower
                  or any of its Subsidiaries from such sale. In addition to the
                  reduction stated above, the Revolving Credit Commitment shall
                  be permanently reduced on such date by an amount equal to 50%
                  of such Net Cash Proceeds.

                        (3) With respect to Asset Sales permitted by Section
                  8.4(b) comprised of Purchased Assets (other than Pledged Mill
                  Creek Securities) to CFN or its Affiliates, the Borrower shall
                  immediately prepay the Revolving Credit Loans in an amount
                  equal to the lesser of $30,000,000 and the aggregate principal
                  amount of Revolving Credit Loans. Such prepayment shall result
                  in a permanent reduction of the Revolving Credit Commitment by
                  $30,000,000.

                                       33
<PAGE>

                        (4) With respect to Asset Sales permitted by Section
                  8.4(b) comprised of the Pledged Mill Creek Securities to CFN
                  or its Affiliates, the Borrower shall immediately prepay the
                  Revolving Credit Loans to the extent the aggregate principal
                  amount of Revolving Credit Loans exceeds the lesser of (x)
                  $30,000,000 and (y) if payments or prepayments of Revolving
                  Credit Loans have been made out of Purchased Assets (other
                  than the Mill Creek Securities), the difference between
                  $30,000,000 less the amount of such payments or prepayments).
                  Such prepayment shall result in a permanent reduction of the
                  Revolving Credit Commitment by the amount of the prepayment.
                  The Borrower shall immediately prepay the Term Loans in an
                  amount equal to any remaining Net Cash Proceeds.

                        (5) With respect to Asset Sales comprised of the Pledged
                  Mill Creek Securities to Persons other than CFN and its
                  Affiliates, the Borrower shall immediately prepay the
                  Revolving Credit Loans in an amount equal to the Net Cash
                  Proceeds received by the Borrower or any of its Subsidiaries
                  from such sale. The Revolving Credit Commitment shall be
                  permanently reduced by the amount of the Net Cash Proceeds.
                  The Borrower shall immediately prepay the Term Loans in an
                  amount equal to any remaining Net Cash Proceeds.

                        (6) With respect to Asset Sales to Persons other than
                  CFN and its Affiliates comprised of the Purchased Assets
                  (other than the Pledged Mill Creek Securities), the Borrower
                  shall immediately prepay the Revolving Credit Loans in an
                  amount equal to the Net Cash Proceeds received by the Borrower
                  from such sale. The Revolving Credit Commitment shall
                  terminate upon consummation of such sale. The Borrower shall
                  immediately prepay the Term Loans in any amount equal to any
                  remaining Net Cash Proceeds.

                  (b) The Borrower shall prepay the Revolving Credit Loans on
each Business Day in an amount equal to the Excess Cash as of the prior Business
Day. No Lender has an obligation to monitor the amount of Excess Cash. In the
event there is a Borrowing of Revolving Credit Loans occurring on the date of
such prepayment in excess of the amount of the prepayment, for the convenience
of the parties, so long as the conditions set forth in Section 3.2 have been
satisfied, the Borrowing on such date and the required prepayment may be netted
and accordingly the proceeds of the Revolving Credit Loans shall be made or
deemed made available to the Borrower by the Borrower retaining the amounts that
would otherwise have been paid to the Revolving Credit Loan Lenders as such
prepayment and by the Revolving Credit Loan Lenders making available to the
Borrower as otherwise provided in this Article II the excess of the amount of
the Borrowing over the amount of the prepayment.

                  (c) All repayments of Loans required to be made pursuant to
Section 2.8(a) shall, except as otherwise provided therein, result in a
permanent reduction of the Revolving Credit Commitments to the extent and in the
manner provided in Section 2.4(b) or as provided in Section 2.8(a). All
prepayments made by the Borrower of Revolving Credit Loans shall be applied to
Revolving Credit Loans made to the Borrower and, second, to Revolving Credit
Loans made to CFCC.

                                       34
<PAGE>

                  (d) If at any time, the aggregate principal amount of
Revolving Credit Outstandings exceeds the Maximum Revolving Credit at such time,
the Borrower shall forthwith prepay the Loans then outstanding in an amount
equal to such excess.

                  Section 2.9. Interest.

                  (a) Rate of Interest. All Loans and the outstanding amount of
all other Obligations shall bear interest, in the case of Loans, on the unpaid
principal amount thereof from the date such Loans are made and, in the case of
such other Obligations, from the date such other Obligations are due and payable
until, in all cases, paid in full, except as otherwise provided in Section
2.10(c), as follows:

                      (i) if a Base Rate Loan or such other Obligation, at the
greater of (A) 10.00% per annum or (B) a rate per annum equal to the sum of (x)
the Base Rate as in effect from time to time, plus (y) the Applicable Margin;
and

                      (ii) if a Eurodollar Rate Loan, at the greater of (A)
10.00% per annum or (B) a rate per annum equal to the sum of (x) the Eurodollar
Rate determined for the applicable Interest Period, plus (y) the Applicable
Margin in effect from time to time during such Interest Period.

                  (b) Interest Payments. (i) Interest accrued on each Base Rate
Loan shall be payable in arrears (A) on the first day of each calendar month,
commencing on the first such day following the making of such Base Rate Loan and
(B) if not previously paid in full, at maturity (whether by acceleration or
otherwise) of such Base Rate Loan; (ii) interest accrued on each Eurodollar Rate
Loan shall be payable in arrears (A) on the first day of each month during an
Interest Period applicable to such Loan, (B) upon the payment or prepayment
thereof in full or in part and (C) if not previously paid in full, at maturity
(whether by acceleration or otherwise) of such Eurodollar Rate Loan; and (iii)
interest accrued on the amount of all other Obligations shall be payable on
demand from and after the time such Obligation becomes due and payable (whether
by acceleration or otherwise).

                  (c) Default Interest. Notwithstanding the rates of interest
specified in Section 2.9(a) or elsewhere herein, effective immediately upon the
occurrence of an Event of Default, and for as long thereafter as such Event of
Default shall be continuing, the principal balance of all Loans and the amount
of all other Obligations shall bear interest at a rate which is 2.00% per annum
in excess of the rate of interest applicable to such Loans or such other
Obligations from time to time.

                  Section 2.10. Fees.

                  (a) Unused Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee on the
average amount by which the Revolving Credit Commitment of such Lender exceeds
such Lender's Ratable Portion of the Revolving Credit Outstandings (the "Unused
Commitment Fee") from the date hereof until the Credit Termination Date at the
Applicable Unused Commitment Fee Rate, payable in arrears (i) on the first day
of each calendar month, commencing on the first such day following the Closing
Date, and (ii) on the Credit Termination Date.

                                       35
<PAGE>

                  (b) Commitment Fees. The Borrower agrees to pay to each
Revolving Credit Lender a commitment fee equal to 3.00% of such Lender's
Revolving Credit Commitment on the date the Interim Order is entered. The
Borrower agrees to pay to each Term Loan Lender (including FPS or any of its
Affiliates to the extent it becomes a Term Loan Lender) a commitment fee equal
to 3.00% of such Lender's Term Loan Commitment (computed as of the date the
Interim Order is entered, or, if applicable, the date of the assignment to FPS
or such affiliate) on the date when the following conditions have been
satisfied: (a) the right of CFN (or permitted assignees) to purchase assets
under the Asset Purchase Agreement has expired and CFN and its affiliates did
not purchase all the Purchased Assets under the Asset Purchase Agreement and the
Pledged Mill Creek Securities were purchased by a Person other than CFN and its
affiliates, (b) all Loans and other Obligations have been paid in full and all
Commitments terminated and (c) all amounts payable to the Buyer under the Asset
Purchase Agreement have been paid in full.

                  (c) Servicing Fee. The Borrower agrees to pay to the
Administrative Agent, a servicing fee of $50,000 per month, payable on the date
the Interim Order is entered and each 30 days thereafter.

                  Section 2.11. Payments and Computations.

                  (a) The Borrower and CFCC shall make each payment hereunder
(including fees and expenses) not later than 11:00 A.M. (New York City time) on
the day when due, in Dollars, to the Administrative Agent at such account or
location as the Administrative Agent may specify from time to time in
immediately available funds without set-off or counterclaim, including any
claims against any Lender or its Affiliate in connection with the Asset Purchase
Agreement. The Administrative Agent will promptly thereafter cause to be
distributed immediately available funds relating to the payment of principal or
interest or fees to the Lenders, in accordance with the application of payments
set forth in clauses (e) and (f) of this Section 2.11, as applicable, for the
account of their respective Applicable Lending Offices; provided, however, that
amounts payable pursuant to Section 2.12, 2.13 or 2.16(c) or (e) shall be paid
only to the affected Lender or Lenders. Payments received by the Administrative
Agent after 11:00 A.M. (New York City time) shall be deemed to be received on
the next succeeding Business Day.

                  (b) All computations of interest and of fees shall be made by
the Administrative Agent on the basis of a year of 360 days, in each case for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest and fees are payable. Each
determination by the Administrative Agent of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.

                  (c) If and to the extent any payment owed to the
Administrative Agent or any Lender is not made when due, each Loan Party hereby
authorizes the Administrative Agent and such Lender, subject to any notice
period provided in the Orders, to setoff and charge any amount so due against
any deposit account maintained by such Loan Party with the Administrative Agent
or such Lender, whether or not the deposit therein is then due, subject to the
limitations of clause (g).

                                       36
<PAGE>

                  (d) Whenever any payment hereunder shall be stated to be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as the case may be;
provided, however, that, if such extension would cause payment of interest on or
principal of any Eurodollar Rate Loan to be made in the next calendar month,
such payment shall be made on the immediately preceding Business Day. All
repayments of any Loans shall be applied first to repay such Loans of such Type
outstanding as Base Rate Loans and then to repay such Loans outstanding as
Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier
expiring Eurodollar Interest Periods being repaid prior to those which have
later expiring Eurodollar Interest Periods.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower to the Lenders prior to the date on which any payment is due
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon at the Federal Funds Rate, for the first Business Day, and,
thereafter, at the rate applicable to Base Rate Loans, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Administrative Agent.

                  (f) Subject to Section 2.7(c) and the provisions of clause (g)
of this Section 2.11 (and except as otherwise provided in Section 2.8), all
payments and any other amounts received by the Administrative Agent from or for
the benefit of the Borrower or any other Loan Party shall be applied first, to
pay principal of and interest on any portion of the Loans which the
Administrative Agent may have advanced pursuant to the express provisions of
this Agreement on behalf of any Lender, for which the Administrative Agent has
not then been reimbursed by such Lender or the Borrower; and second, to pay all
other Obligations then due and payable. Payments in respect of Loans received by
the Administrative Agent shall be distributed to each Lender in accordance with
such Lender's Ratable Portion and all payments of fees and all other payments in
respect of any other Obligation shall be allocated among such of the Lenders as
are entitled thereto, and, if to the Lenders, in proportion to their respective
Ratable Portions.

                  (g) Subject to the Carve-Out, after the occurrence and during
the continuance of an Event of Default, the Borrower hereby irrevocably waives
the right to direct the application of any and all payments in respect of the
Obligations and any proceeds of Collateral, and agrees that the Administrative
Agent may, and shall upon either (A) the written direction of the Requisite
Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2,
apply all payments in respect of any Obligations and all funds on deposit in any
Cash Collateral Account (including all proceeds arising from a Reinvestment
Event that are held in the Cash Collateral Account pending application of such
proceeds as specified in a Reinvestment Notice) and all other proceeds of
Collateral in the following order (it being agreed that funds (other than from
the sale of Collateral) on deposit with U.S. Bank under the U.S. Bank Cash
Management Agreements may be setoff by U.S. Bank against obligations to U.S.
Bank incurred after the

                                       37
<PAGE>

Petition Date up to $2,000,000 and against obligations to U.S. Bank in respect
of "ACH files" relating solely to payroll obligations):

                      (i) first, to pay interest on and then principal of any
portion of the Loans which the Administrative Agent may have advanced on behalf
of any Lender for which the Administrative Agent has not then been reimbursed by
such Lender or the Borrower or CFCC;

                      (ii) second, to pay Obligations in respect of any expense
reimbursements including fees and expenses in respect of indemnities then due
the Administrative Agent;

                      (iii) third, to pay Obligations in respect of any expense
reimbursements or indemnities then due to the Lenders;

                      (iv) fourth, to pay Obligations in respect of any fees
(other than fees payable to the Term Loan Lenders under Section 2.10(b)) then
due to the Administrative Agent and the Lenders;

                      (v) fifth, to the extent Section 2.8(a) would otherwise
apply, to the payment of the principal of and interest on the Loans as set forth
in the applicable provision or provisions of Section 2.8(a);

                      (vi) sixth, to the extent Section 2.8(a) would not
otherwise apply, and subject to Section 2.7(c), to pay the principal of and
interest on the Revolving Credit Loans;

                      (vii) seventh, to the extent Section 2.8(a) would not
otherwise apply, to pay the principal of and interest on the Term Loans;

                      (viii) eighth, to the ratable payment of all other
Obligations (other than the fee payable in respect of the Term Loan Commitments
under Section 2.10(b); and

                      (ix) ninth, to the ratable payment of the fee payable in
respect of the Term Loan Commitments under Section 2.10(b);

provided, however, that if sufficient funds are not available to fund all
payments to be made in respect of any of the Obligations described in any of the
foregoing clauses first through ninth, the available funds being applied with
respect to any such Obligation (unless otherwise specified in such clause) shall
be allocated to the payment of such Obligations ratably, based on the proportion
of the Administrative Agent's and each Lender's interest in the aggregate
outstanding Obligations described in each such clause, except in the case of
clause fifth, in the aggregate outstanding Obligations described in the
applicable provision of Section 2.8(a). The order of priority set forth in
clauses first through seventh of this Section 2.11(g) may at any time and from
time to time be changed by the agreement of the Lenders without necessity of
notice to or consent of or approval by the Borrower, any Secured Party that is
not a Lender or any other Person.

                                       38
<PAGE>

                  (h) At the option of the Administrative Agent, interest, fees,
expenses and other sums due and payable in respect of the Loans and Protective
Advances may be paid from the proceeds of Revolving Credit Loans. The Borrower
(and, with respect to Revolving Credit Loans made to CFCC, CFCC) hereby
authorizes the Lenders to make Revolving Credit Loans pursuant to Section
2.2(a), from time to time in such Lender's discretion, with the consent of the
Revolving Credit Lenders, which are in the amounts of any and all interest,
fees, expenses and other sums payable in respect of the Loans, and further
authorizes the Administrative Agent to give the Lenders notice of any Borrowing
with respect to such Loans and to distribute the proceeds of such Loans to pay
such amounts. The Borrower and CFCC agree that all Revolving Credit Loans so
made shall be deemed to have been requested by it (irrespective of the
satisfaction of the conditions in Section 3.2, which conditions the Lenders
irrevocably waive) and directs that all proceeds thereof shall be used to pay
such amounts.

                  Section 2.12. Capital Adequacy. If at any time any Lender
determines that (a) the adoption of or any change in or in the interpretation of
any law, treaty or governmental rule, regulation or order after the date of this
Agreement regarding capital adequacy, (b) compliance with any such law, treaty
or governmental rule, regulation or order or (c) compliance with any guideline
or request or directive from any central bank or other Governmental Authority
(whether or not having the force of law) shall have the effect of reducing the
rate of return on such Lender's, or any corporation controlling such Lender's,
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change, compliance or interpretation, then, upon demand from time to time by
such Lender (with a copy of such demand to be sent to the Administrative Agent),
the Borrower shall pay to the Administrative Agent for the account of such
Lender, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender for such reduction. A certificate as to
such amounts submitted to the Borrower and the Administrative Agent by such
Lender shall be conclusive and binding for all purposes, absent manifest error.
Each Lender may compute amounts due under this Section 2.12 on the basis of
amounts charged to it by any funding source.

                  Section 2.13. Taxes.

                  (a) Any and all payments by the Borrower, CFCC or any
Guarantor under any Loan Document shall be made free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding (i)
in the case of each Lender and the Administrative Agent (A) taxes measured by
its net income, and franchise taxes imposed on it, by the jurisdiction (or any
political subdivision thereof) under the laws of which such Lender or the
Administrative Agent, as the case may be, is organized and (B) any United States
withholding taxes payable with respect to payments under the Loan Documents
under laws (including any statute, treaty or regulation) in effect on the
Closing Date (or, in the case of an Eligible Assignee, the date of the
applicable Assignment and Acceptance) applicable to such Lender or the
Administrative Agent, as the case may be, but not excluding any United States
withholding taxes payable as a result of any change in such laws occurring after
the Closing Date (or the date of such Assignment and Acceptance) and (ii) in the
case of each Lender, taxes measured by its net income, and franchise taxes
imposed on it, by the jurisdiction in which such Lender's Applicable Lending
Office is located (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and

                                       39
<PAGE>

liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be
required by law to be deducted from or in respect of any sum payable under any
Loan Document to any Lender or the Administrative Agent (w) the sum payable
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.13) such Lender or the Administrative Agent, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made, (x) the Borrower or such Guarantor, as the case may be,
shall make such deductions, (y) the Borrower, CFCC or such Guarantor, as the
case may be, shall pay the full amount deducted to the relevant taxing authority
or other authority in accordance with applicable law and (z) the Borrower, CFCC
or such Guarantor, as the case may be, shall deliver to the Administrative Agent
evidence of such payment.

                  (b) In addition, the Borrower (and with respect to Loans made
to it, CFCC) agrees to pay any present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies of the United
States or any political subdivision thereof or any applicable foreign
jurisdiction, and all liabilities with respect thereto, which arise from any
payment made under any Loan Document or from the execution, delivery or
registration of, or otherwise with respect to, any Loan Document (collectively,
"Other Taxes").

                  (c) The Borrower (and, with respect to Loans made to it, CFCC)
will indemnify each Lender and the Administrative Agent for the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 2.13) paid by such Lender or
the Administrative Agent, as the case may be, and any liability (including for
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be made within 30 days from the date such Lender or
the Administrative Agent, as the case may be, makes written demand therefor.

                  (d) Within 30 days after the date of any payment of Taxes or
Other Taxes, the Borrower or CFCC, as applicable, will furnish to the
Administrative Agent, at its address referred to in Section 13.8, the original
or a certified copy of a receipt evidencing payment thereof.

                  (e) Without prejudice to the survival of any other agreement
of the Borrower, CFCC or any of the Guarantors hereunder, the agreements and
obligations of the Borrower, CFCC or any such Guarantor contained in this
Section 2.13 shall survive the payment in full of the Obligations.

                  (f) Prior to the Closing Date, in the case of each Non-U.S.
Lender that is a signatory hereto, and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender, in the case of each other
Non-U.S. Lender, and from time to time thereafter if requested by the Borrower
or the Administrative Agent, each Non-U.S. Lender that is entitled at such time
to an exemption from United States withholding tax, or that is subject to such
withholding tax at a reduced rate under an applicable tax treaty, shall provide
the Administrative Agent and the Borrower with two completed copies of: (i) Form
W-8ECI (claiming exemption from withholding because the income is effectively
connected with a U.S. trade or business) or any successor form; (ii) Form W-8BEN
(claiming exemption from, or a reduction of,

                                       40
<PAGE>

withholding tax under an income tax treaty) or any successor form; (iii) in the
case of a Non-U.S. Lender claiming exemption under Section 871(h) or 881(c) of
the Code, a Form W-8BEN (claiming exemption from withholding under the portfolio
interest exemption) or any successor form; or (iv) any other applicable form,
certificate or document prescribed by the IRS certifying as to such Non-U.S.
Lender's entitlement to such exemption from United States withholding tax or
reduced rate with respect to all payments to be made to such Non-U.S. Lender
under the Loan Documents. Unless the Borrower and the Administrative Agent shall
have received forms or other documents satisfactory to them indicating that
payments under any Loan Document to or for a Non-U.S. Lender are not subject to
United States withholding tax or are subject to such tax at a rate reduced by an
applicable tax treaty, the Borrower or the Administrative Agent, as the case may
be, shall withhold taxes from such payments at the applicable statutory rate and
such Non-U.S. Lender shall not be entitled to the benefits of Section 2.13(a).

                  (g) Any Lender claiming any additional amounts payable
pursuant to this Section 2.13 shall use its reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
which would be payable or may thereafter accrue and would not, in the sole
determination of such Lender, be otherwise disadvantageous to such Lender.

                  Section 2.14. Substitution of Lenders. In the event that
(a)(i) any Lender makes a claim under Section 2.12 or Section 2.16(c), (ii) it
becomes illegal for any Lender to continue to fund or make any Eurodollar Rate
Loan and such Lender notifies the Borrower pursuant to Section 2.16(d), (iii)
the Borrower is required to make any payment pursuant to Section 2.13 that is
attributable to any Lender or (iv) any Lender is a Non-Funding Lender, (b) in
the case of clause (a)(i) above, as a consequence of increased costs in respect
of which such claim is made, the effective rate of interest payable to such
Lender under this Agreement with respect to its Loans materially exceeds the
effective average annual rate of interest payable to the Requisite Lenders under
this Agreement and (c) Lenders holding at least 75% of the Credit Commitments
are not subject to such increased costs or illegality, payment or proceedings
(any such Lender, an "Affected Lender"), the Administrative Agent may substitute
another financial institution for such Affected Lender hereunder, upon
reasonable prior written notice (which written notice must be given within 90
days following the occurrence of any of the events described in clause (a)(i),
(ii), (iii) or (iv)) by the Borrower to the Administrative Agent and the
Affected Lender that the Borrower intends to make such substitution, which
substitute financial institution must be an Eligible Assignee and, if not a
Lender, reasonably acceptable to the Administrative Agent; provided, however,
that if more than one Lender claims increased costs, illegality or right to
payment arising from the same act or condition and such claims are received by
the Borrower within 30 days of each other then the Borrower may substitute all,
but not less than all (except to the extent the Borrower has already substituted
one of such Affected Lenders before the Borrower's receipt of the other Affected
Lenders' claims), Lenders making such claims. In the event that the proposed
substitute financial institution or other entity is reasonably acceptable to the
Administrative Agent and the written notice was properly issued under this
Section 2.14, the Affected Lender shall sell and the substitute financial
institution or other entity shall purchase, pursuant to an Assignment and
Acceptance, all rights and claims of such Affected Lender under the Loan
Documents and the substitute financial institution or other entity shall assume
and the Affected Lender shall be relieved of its Credit Commitments and all
other prior

                                       41
<PAGE>

unperformed obligations of the Affected Lender under the Loan Documents (other
than in respect of any damages (other than exemplary or punitive damages, to the
extent permitted by applicable law) in respect of any such unperformed
obligations). Upon the effectiveness of such sale, purchase, assignment and
assumption (which, in any event shall be conditioned upon the payment in full by
the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and
expenses and indemnities accrued and unpaid through the effective date of the
aforementioned Assignment and Acceptance), the substitute financial institution
or other entity shall become a "Lender" hereunder for all purposes of this
Agreement having a Credit Commitment in the amount of such Affected Lender's
Credit Commitment assumed by it and such Credit Commitment of the Affected
Lender shall be terminated; provided that all indemnities under the Loan
Documents shall continue in favor of such Affected Lender.

                  Section 2.15. Conversion/Continuation Option.

                  (a) The Borrower or CFCC, as applicable may elect (i) at any
time, to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans
or (ii) at the end of any applicable Interest Period, to convert Eurodollar Rate
Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar
Rate Loans or any portion thereof for an additional Interest Period; provided,
however, that the aggregate amount of the Eurodollar Loans for each Interest
Period must be in the amount of at least $1,000,000 or an integral multiple of
$1,000,000 in excess thereof. Each conversion or continuation shall be allocated
among the Loans of each Lender in accordance with such Lender's Ratable Portion.
Each such election shall be in substantially the form of Exhibit D hereto (a
"Notice of Conversion or Continuation") and shall be made by the Borrower giving
the Administrative Agent at least three Business Days' prior written notice
specifying (A) the amount and type of Loan being converted or continued, and (B)
in the case of a conversion, the date of conversion (which date shall be a
Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the
last day of the applicable Interest Period).

                  (b) The Administrative Agent shall promptly notify each Lender
of its receipt of a Notice of Conversion or Continuation and of the options
selected therein. Notwithstanding the foregoing, no conversion in whole or in
part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole
or in part of Eurodollar Rate Loans upon the expiration of any applicable
Interest Period, shall be permitted at any time at which (i) a Default or an
Event of Default shall have occurred and be continuing or (ii) the continuation
of, or conversion into, would violate any of the provisions of Section 2.16. If,
within the time period required under the terms of this Section 2.15, the
Administrative Agent does not receive a Notice of Conversion or Continuation
from the Borrower containing a permitted election to continue any Eurodollar
Rate Loans for an additional Interest Period or to convert any such Loans, then,
upon the expiration of the applicable Interest Period, such Loans will be
automatically continued as Eurodollar Rate Loans with an Interest Period of one
month. Each Notice of Conversion or Continuation shall be irrevocable.

                  Section 2.16. Special Provisions Governing Eurodollar Rate
Loans.

                  (a) Determination of Interest Rate. The Eurodollar Rate for
each Interest Period for Eurodollar Rate Loans shall be determined by the
Administrative Agent pursuant to

                                       42
<PAGE>

the procedures set forth in the definition of "Eurodollar Rate." The
Administrative Agent's determination shall be presumed to be correct, absent
manifest error, and shall be binding on the Borrower.

                  (b) Interest Rate Unascertainable, Inadequate or Unfair. In
the event that (i) the Administrative Agent determines that adequate and fair
means do not exist for ascertaining the applicable interest rates by reference
to which the Eurodollar Rate then being determined is to be fixed or (ii) the
Requisite Lenders notify the Administrative Agent that the Eurodollar Rate for
any Interest Period will not adequately reflect the cost to the Lenders (or the
Affiliates of the Lenders providing funds to the Lenders) of making or
maintaining such Loans for such Interest Period, the Administrative Agent shall
forthwith so notify the Borrower and the Lenders, whereupon each Eurodollar Loan
will automatically, on the last day of the current Interest Period for such
Loan, convert into a Base Rate Loan and the obligations of the Lenders to make
Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans
shall be suspended until the Administrative Agent shall notify the Borrower that
the Requisite Lenders have determined that the circumstances causing such
suspension no longer exist.

                  (c) Increased Costs. If at any time any Lender shall determine
that the introduction of or any change in or in the interpretation of any law,
treaty or governmental rule, regulation or order (other than any change by way
of imposition or increase of reserve requirements included in determining the
Eurodollar Rate) or the compliance by such Lender with any guideline, request or
directive from any central bank or other Governmental Authority (whether or not
having the force of law), there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans,
then the Borrower shall from time to time, upon demand by such Lender (with a
copy of such demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender additional amounts sufficient to compensate
such Lender for such increased cost. A certificate as to the amount of such
increased cost, submitted to the Borrower and the Administrative Agent by such
Lender, shall be conclusive and binding for all purposes, absent manifest error.
Each Lender may determine the amount of increased costs under this clause by
reference to amounts payable by any Affiliate of the Lender providing funds to
the Lender.

                  (d) Illegality. Notwithstanding any other provision of this
Agreement, if any Lender determines that the introduction of or any change in or
in the interpretation of any law, treaty or governmental rule, regulation or
order after the date of this Agreement shall make it unlawful, or any central
bank or other Governmental Authority shall assert that it is unlawful, for any
Lender or its Eurodollar Lending Office to make Eurodollar Rate Loans or to
continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and
demand therefor by such Lender to the Borrower through the Administrative Agent,
(i) the obligation of such Lender to make or to continue Eurodollar Rate Loans
and to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended,
and each such Lender shall make a Base Rate Loan as part of any requested
Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate
Loans are then outstanding, the Borrower shall immediately convert each such
Loan into a Base Rate Loan. If at any time after a Lender gives notice under
this Section 2.16(d) such Lender determines that it may lawfully make Eurodollar
Rate Loans, such Lender shall promptly give notice of that determination to the
Borrower and the Administrative Agent, and the Administrative Agent shall
promptly transmit the notice to each other Lender. The Borrower's right to
request, and such

                                       43
<PAGE>

Lender's obligation, if any, to make, Eurodollar Rate Loans shall thereupon be
restored. Any Lender may invoke the protections of this clause if any Affiliate
of such Lender providing funds to the Lender is subject to similar provisions.

                  (e) Breakage Costs. In addition to all amounts required to be
paid by the Borrower pursuant to Section 2.10, the Borrower (or, in the case of
Revolving Credit Loans to CFCC, CFCC) shall compensate each Lender, upon demand,
for all losses, expenses and liabilities (including any loss or expense incurred
by reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to fund or maintain such Lender's Eurodollar Rate Loans to the
Borrower or CFCC but excluding any loss of the Applicable Margin on the relevant
Loans) which that Lender may sustain (i) if for any reason a proposed Borrowing,
conversion into or continuation of Eurodollar Rate Loans does not occur on a
date specified therefor in a Notice of Borrowing or a Notice of Conversion or
Continuation given by a Borrower or in a telephonic request by it for a
Borrowing, a conversion or continuation or a successive Interest Period does not
commence after notice therefor is given pursuant to Section 2.2 or Section 2.15,
as applicable, (ii) if for any reason any Eurodollar Rate Loan is prepaid
(including any mandatory prepayment made pursuant to Section 2.8) on a date
which is not the last day of the applicable Interest Period, (iii) as a
consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate
Loan as a result of any of the events indicated in Section 2.16(d) or (iv) as a
consequence of any failure by the Borrower to repay Eurodollar Rate Loans when
required by the terms hereof. The Lender making demand for such compensation
shall deliver to the Borrower concurrently with such demand a written statement
as to such losses, expenses and liabilities, and this statement shall be
conclusive as to the amount of compensation due to that Lender, absent manifest
error. Each Lender may determine the amount of increased costs under this clause
by reference to amounts payable by any Affiliate of the Lender providing funds
to the Lender.



                                  ARTICLE III

                               Conditions To Loans

                  Section 3.1. Conditions Precedent to Initial Loans. The
obligation of each Lender to make the Loans requested by the Borrower or CFCC to
be made by it on the Closing Date is subject to the satisfaction of all of the
following conditions precedent:

                  (a) Interim Order. The Bankruptcy Court shall have entered the
Interim Order, which (i) shall have been entered upon an application of the
Borrower satisfactory in form and substance to the Lenders, (ii) shall contain
the approval of this Agreement and the other Loan Documents to which any Loan
Party is a party to and the transactions contemplated hereby and thereby and
granting the Super-Priority Claim status and the Liens described in Section 11.1
(including the Priming Liens) and finding that the Lenders are extending credit
to the Borrower in good faith within the meaning of section 364(e) of the
Bankruptcy Code, (iii) shall be certified by the Clerk of the Bankruptcy Court
as having been duly entered, (iv) shall be in full force and effect and (v)
shall not have been vacated, reversed, modified, amended or stayed without the
prior written consent of the Administrative Agent and the Lenders.

                                       44
<PAGE>

                  (b) First Day Orders and Interim 9019 Order. All First Day
Orders shall be in form and substance satisfactory to the Administrative Agent
and the Lenders. The Interim 9019 Order and the Order (a) authorizing the "CFC
Debtors" to (i) Maintain Existing Bank Accounts, (ii) Continue Use of Existing
Checks and Business Forms, (iii) Continue Use of Existing Cash Management System
and (iv) Continue Use of Existing Investment Practices; and (B) Granting
Superpriority Status to Intercompany Claims shall have been entered by the
Bankruptcy Court in a form and scope acceptable to the Lenders.

                  (c) Certain Documents. The Administrative Agent (or the
Sub-Agent in the case of clause (iii) below) shall have received on the Closing
Date each of the following, each dated the Closing Date unless otherwise
indicated or agreed to by the Administrative Agent, in form and substance
satisfactory to the Administrative Agent and each Lender and each of their
respective counsel, and in sufficient copies for each Lender:

                      (i) this Agreement, duly executed and delivered by each of
the Loan Parties and, for the account of each Lender requesting the same, a Note
or Notes of the Borrower conforming to the requirements set forth herein;

                      (ii) upon the reasonable request of the Administrative
Agent, copies of UCC search reports as of a recent date listing all effective
financing statements that name any Loan Party as debtor, together with copies of
such financing statements, none of which shall cover the Collateral (except for
those securing the Public Parity Debt or with respect to any Liens permitted by
this Agreement);

                      (iii) (A) share certificates representing all certificated
Stock (including the Primed Pledged Shares) being pledged pursuant to this
Agreement and stock powers for such share certificates executed in blank, as the
Administrative Agent may require;

                            (B) instruments representing such of the Notes
pledged pursuant to this Agreement as shall be requested by the Administrative
Agent, in each case duly endorsed in favor of the Administrative Agent or in
blank;

                      (iv) upon the reasonable request of the Administrative
Agent, Control Account Agreements from (A) all Securities Intermediaries with
respect to all Securities Accounts and Securities Entitlements of each Loan
Party and (B) all futures commission agents and clearing houses with respect to
all commodities contracts and Commodities Accounts held by each Loan Party;

                      (v) upon the reasonable request of the Administrative
Agent, Deposit Account Control Agreements, duly executed by the appropriate Loan
Party and Deposit Account Bank, with respect to such Deposit Accounts of the
Borrower and the Guarantors;

                      (vi) a copy of the articles or certificate of
incorporation (or equivalent Constituent Document) of each Loan Party, certified
as of a recent date by the Secretary of State of the state of incorporation of
such Loan Party, together with certificates of such official attesting to the
good standing of each such Loan Party;

                                       45
<PAGE>

                      (vii) a certificate of the Secretary or an Assistant
Secretary of each Loan Party certifying (A) the names and true signatures of
each officer of such Loan Party who has been authorized to execute and deliver
any Loan Document or other document required hereunder to be executed and
delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent
Constituent Document) of such Loan Party as in effect on the date of such
certification, (C) the resolutions of such Loan Party's Board of Directors (or
equivalent governing body) approving and authorizing the execution, delivery and
performance of this Agreement and the other Loan Documents to which it is a
party and (D) that there have been no changes in the certificate of
incorporation (or equivalent Constituent Document) of such Loan Party from the
certificate of incorporation (or equivalent Constituent Document) delivered
pursuant to the immediately preceding clause;

                      (viii) a certificate of a Responsible Officer of the
Borrower to the effect that the condition set forth in Section 3.2(b) has been
satisfied;

                      (ix) evidence satisfactory to the Administrative Agent of
the receipt of the consents, authorizations and approvals, and the making of the
filings, listed on Schedule 4.2;

                      (x) the Budget;

                      (xi) the Projections for the 13-week period beginning on
the Monday immediately prior to the Closing Date;

                      (xii) the Mortgage duly executed and delivered by the
Mortgagor; and

                      (xiii) the Lehman Documents;

                      (xiv) the Lehman Order;

                      (xv) such other certificates, documents, agreements and
information respecting any Loan Party as any Lender through the Administrative
Agent may reasonably request.

                  (d) Fees and Expenses Paid. There shall have been paid to the
Administrative Agent, for the account of the Administrative Agent and the
Lenders, as applicable, all fees and expenses (including reasonable fees and
expenses of counsel).

                  (e) Repayment of U.S. Bank Prepetition Indebtedness. The
principal of and interest on, and all fees and expenses relating to, the U.S.
Bank Prepetition Indebtedness shall have been paid in full through the exchange
contemplated by Section 2.1 and the Priming Lien shall be in full force and
effect.

                  (f) Mill Creek Memorandum of Understanding. The Lenders shall
have received copies of all supervisory or remedial agreements of any kind
relating to Mill Creek, including, but not limited to, memoranda of
understanding, agreements, cease-and-desist orders, consent orders and
enforcement orders outstanding at any time since January 1, 2000, and the terms
thereof shall not adversely affect the business, operations or financial
condition of Mill

                                       46
<PAGE>

Creek in the sole discretion of the Administrative Agent and shall otherwise be
satisfactory in form, scope and substance to the Administrative Agent in its
sole discretion.

                  Section 3.2. Conditions Precedent to Each Loan. The obligation
of each Lender on any date (including the Closing Date) to make any Loan is
subject to the satisfaction of all of the following conditions precedent:

                  (a) Request for Borrowing. The Administrative Agent shall have
received a duly executed Notice of Borrowing.

                  (b) Representations and Warranties; No Defaults; Asset
Purchase Agreement in Full Force and Effect. The following statements shall be
true on the date of such Borrowing, both before and after giving effect thereto
and, in the case of any Borrowing, to the application of the proceeds therefrom:

                      (i) The representations and warranties set forth in
Article IV and in the other Loan Documents shall be true and correct on and as
of the Closing Date and shall be true and correct as of any such date after the
Closing Date with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier
date;

                      (ii) no Default or Event of Default shall have occurred
and be continuing; and

                      (iii) the Asset Purchase Agreement shall have been duly
executed and delivered by the parties thereto and shall remain in full force and
effect and shall not have been terminated for any reason and neither the
Borrower nor any of its Subsidiaries shall be in breach thereof or in default
thereunder.

                  (c) Maximum Revolving Credit. After giving effect to the Loan
requested to be made or issued on any such date and the use of proceeds thereof,
the Revolving Credit Outstandings shall not exceed the Maximum Revolving Credit
at such time.

                  (d) No Legal Impediments. The making of the Loans on such date
does not violate any Requirement of Law on the date of or immediately following
the making of such Loan and is not temporarily, preliminarily or permanently
enjoined.

                  (e) Bankruptcy Court Approval. (i) The Interim Order shall be
in full force and effect and shall not have been stayed, reversed, vacated,
rescinded, modified or amended in any respect without the prior written consent
of the Lenders or (ii)(A) if the date of such Loan is more than 30 days after
the Petition Date or (B) the amount of such Loan when added to the aggregate
amount of Loans outstanding on such date, would exceed the maximum amount
authorized under the Interim Order, the Final Order shall (x) be certified by
the Clerk of the Bankruptcy Court as having been duly entered, (y) be in full
force and effect and (z) shall not have been vacated, reversed, modified,
amended or stayed without the prior written consent of the Lenders;
Administrative Agent. The Lehman Order shall be in full force and effect and
shall not have been stayed, reversed, vacated, rescinded, modified or amended in
any respect without the prior written consent of the Administrative Agent.

                                       47
<PAGE>

                      (i) Additional Matters. The Administrative Agent shall
have received such additional documents, information and materials as any
Lender, through the Administrative Agent, may reasonably request. With respect
to any Loan made on or after 15 Business Days after the Petition Date, the
Administrative Agent shall have received (i) a favorable opinion of counsel to
the Mortgagor, to the effect that the Mortgage is a legal, valid and binding
obligation, enforceable in accordance with its terms, addressed to the
Administrative Agent and the Lenders and addressing such other matters as any
Lender through the Administrative Agent may reasonably request and (ii)
mortgagee's title insurance policies (ALTA form) in favor of the Administrative
Agent and the Lenders in amounts and in form and substance and issued by
insurers, reasonably satisfactory to the Administrative Agent, with respect to
the Mortgaged Property to be covered by such Mortgage, insuring that title to
such property is marketable and that the interests created by the Mortgage
constitute valid first Liens thereon free and clear of all defects and
encumbrances, except as permitted by the Mortgage, and such policies shall also
include such endorsements as the Administrative Agent shall reasonably request
and shall be accompanied by evidence of the payment in full of all premiums
thereon.

                  (f) Additional Bankruptcy Court Orders; 9019 Order. With
respect to any Loan made on or after 10 Business Days (APA Method) after the
Petition Date, the Bidding Procedures Order shall (x) be certified by the Clerk
of the Bankruptcy Court as having been duly entered, (y) be in full force and
effect and (z) shall not have been vacated, reversed, modified, amended or
stayed without the prior written consent of the Administrative Agent. With
respect to any Loan made on or after 30 Business Days (APA Method) after the
Petition Date, the 9019 Order shall (x) be certified by the Clerk of the
Bankruptcy Court as having been duly entered, (y) be in full force and effect
and (z) shall not have been vacated, reversed, modified, amended or stayed
without the prior written consent of the Administrative Agent.

                  (g) Budget Variance Report; Extended Budget. The Borrower
shall have delivered a budget variance report pursuant to Section 6.1(f) if due
prior to the date of such Borrowing and there shall not be any Event of Default
under Section 9.1(o) or any other Default or Event of Default, and the Borrower
have certified to the Lenders that the foregoing is correct. With respect to any
Borrowing 30 days after the Petition Date, the Borrower shall have delivered to
the Administrative Agent the extended Budget required by Section 6.1(e) and such
extension shall be acceptable in form and substance to the Administrative Agent
in its sole discretion. The Borrower shall have certified to the Lenders that on
the date of each Borrowing the Borrower

                  (h) No Rapid Amortization Event. No Amortization Event under
the Private Label Credit Card Master Trust Documents shall have occurred which
could reasonably be expected to have a material adverse effect on the business,
financial condition or operations of Mill Creek Bank.

                  (i) Loans to CFCC. No Loans shall be made to CFCC unless the
Administrative Agent shall have received such documents, instruments,
certificates, legal opinions as it may request (including any of the foregoing
comparable to those contained in Section 3.1) relating to CFCC and, if deemed
necessary or desirable by any Lender, any amendments to this Agreement to
provide additional representations, warranties, affirmative and negative
covenants and events of default and other agreements from CFCC shall have been
executed and delivered by the parties hereto to effect the same.

                                       48
<PAGE>

                  Each submission by the Borrower or CFCC to the Administrative
Agent of a Notice of Borrowing and the acceptance by the Borrower or CFCC of the
proceeds of each Loan requested therein shall be deemed to constitute a
representation and warranty by the Borrower or CFCC, as applicable, as to the
matters specified in Section 3.2(b) on the date of the making of such Loan.

                                   ARTICLE IV

                         Representations and Warranties

                  To induce the Lenders and the Administrative Agent to enter
into this Agreement, the Borrower (and, as to itself, CFCC) represents and
warrants as to itself and as to each other Loan Party, and each other Loan Party
represents and warrants as to itself, to the Lenders and the Administrative
Agent that, on and as of the Closing Date, after giving effect to the making of
the Loans and other financial accommodations on the Closing Date and on and as
of each date as required by Section 3.2(b)(i):

                  Section 4.1. Valid Existence; Compliance with Law. Each of the
Loan Parties (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) is duly qualified as a
foreign entity and in good standing under the laws of each jurisdiction where
such qualification is necessary, except where the failure to be so qualified or
in good standing would not reasonably be likely to have a Material Adverse
Effect, (c) has all requisite power and authority and the legal right to own,
pledge, mortgage and operate its properties, to lease the property it operates
under lease and to conduct its business as now or currently proposed to be
conducted, (d) is in compliance with its Constituent Documents, (e) is in
compliance with all applicable Requirements of Law, except where the failure to
be in compliance in the aggregate would not reasonably be likely to have a
Material Adverse Effect and (f) has all necessary licenses, permits, consents or
approvals from or by, has made all necessary filings with, and has given all
necessary notices to, each Governmental Authority having jurisdiction, to the
extent required for such ownership, operation and conduct, except for licenses,
permits, consents, approvals or filings which can be obtained or made by the
taking of ministerial action to secure the grant or transfer thereof or the
failure to obtain or make in the aggregate would not reasonably be likely to
have a Material Adverse Effect.

                  Section 4.2. Power; Authorization; Enforceable Obligations.

                  (a) The execution, delivery and performance by each Loan Party
of the Loan Documents to which it is a party and the consummation of the
transactions contemplated thereby, including the obtaining of the Loans and the
creation and perfection of the Liens on the Collateral as security therefor:

                      (i) are, subject to the entry of the Orders, within such
Loan Party's corporate, limited liability company, partnership or other powers;

                                       49
<PAGE>

                      (ii) have been or, at the time of delivery thereof
pursuant to Article III will have been, duly authorized by all necessary
corporate, partnership, limited liability company or other action, including the
consent of shareholders, partners or members where required;

                      (iii) subject to the entry of the Orders, do not and will
not (A) contravene such Loan Party's or any of its Subsidiaries' respective
Constituent Documents, (B) violate any other Requirement of Law applicable to
such Loan Party (including Regulations T, U and X of the Federal Reserve Board)
or any order or decree of any Governmental Authority or arbitrator applicable to
such Loan Party, (C) conflict with or result in the breach of, or constitute a
default under, or result in or permit the termination or acceleration of, any
Contractual Obligation of such Loan Party or any of its Subsidiaries, or (D)
result in the creation or imposition of any Lien upon any of the property of
such Loan Party or any of its Subsidiaries, other than those in favor of the
Secured Parties pursuant to this Agreement and the Orders; and

                      (iv) do not require the consent of, authorization by,
approval of, notice to or filing or registration with any Governmental Authority
or any other Person, other than (A) those required to be given or made to the
Bankruptcy Court and (B) those listed on Schedule 4.2 and which have been or
will be obtained or made prior to the Closing Date, copies of which have been or
will be delivered to the Administrative Agent pursuant to Section 3.1, and each
of which on the Closing Date will be in full force and effect.

                  (b) This Agreement has been, and each of the other Loan
Documents will have been upon delivery thereof pursuant to the terms of this
Agreement, duly executed and delivered by each Loan Party party thereto. Subject
to the entry of the Orders, this Agreement is, and each of the other Loan
Documents will be, when delivered hereunder, the legal, valid and binding
obligation of each Loan Party party thereto, enforceable against such Loan Party
in accordance with its terms.

                  Section 4.3. Ownership of Mill Creek and the Guarantors.

                  (a) All of the outstanding Stock of Mill Creek has been
validly issued and is fully paid and non-assessable and is owned beneficially
and of record by the Borrower, free and clear of all Liens (other than any Liens
in favor of the Secured Parties created by this Agreement). All of the
outstanding Stock of subsidiaries of Mill Creek has been validly issued and is
fully paid and non-assessable and is owned beneficially and of record by Mill
Creek or one of its wholly owned subsidiaries, in each case free and clear of
all Liens. None of such Stock is subject to any option, warrant, right of
conversion or purchase or any similar right. There are no agreements or
understandings to which the Borrower or any of its Subsidiaries is a party with
respect to the voting, sale or transfer of any shares of Stock of Mill Creek or
any of its Subsidiaries, as the case may be, or any agreement restricting the
transfer or hypothecation of any such shares of Stock other than restrictions in
effect on the Petition Date contained in the Mill Creek U.S. Bank Pledge
Agreement.

                  (b) Set forth on Schedule 4.3 hereto is a complete and
accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower
and, as to each such Subsidiary, the jurisdiction of its organization, the
number of shares of each class of Stock authorized (if applicable), the number
of shares of each such class of Stock outstanding on the Closing Date

                                       50
<PAGE>

and the number and percentage of the outstanding shares of each such class of
Stock owned (directly or indirectly) by the Borrower. The Borrower does not own
or hold, directly or indirectly, any Stock of any Person other than such
Subsidiaries and Investments permitted by Section 8.3.

                  Section 4.4. Financial Statements.

                  (a) The consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2001, and the related consolidated statements of
income, retained earnings and cash flows of the Borrower and its Subsidiaries
for the fiscal year then ended, all certified by the Borrower's nationally
recognized independent public accountants and the consolidated balance sheets of
the Borrower and its Subsidiaries as at September 30, 2002, and the related
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the nine months then ended, copies of which
have been furnished to each Lender, fairly present, subject, in the case of said
balance sheet as at September 30, 2002, and said statements of income, retained
earnings and cash flows for the nine months then ended, to the absence of
footnote disclosure and normal recurring year-end audit adjustments, the
consolidated financial condition of the Borrower and its Subsidiaries as at such
dates and the consolidated results of the operations of the Borrower and its
Subsidiaries for the period ended on such dates, all in conformity with GAAP.

                  (b) Neither the Borrower nor any of its Subsidiaries has any
material obligation, contingent liability or liability for taxes, long-term
leases or unusual forward or long-term commitment which is not reflected in the
Financial Statements referred to in clause (a) above or in the notes thereto or
is permitted by this Agreement.

                  (c) The Budget, as the case may be, have been prepared by the
Borrower in light of the past operations of its business, and reflect
projections of the sources and uses of cash for the period covered thereby. The
Budget is based upon estimates and assumptions stated therein, all of which the
Borrower believes to be reasonable and fair in light of current conditions and
current facts known to the Borrower and, as of the Closing Date, reflect the
Borrower's good faith and reasonable estimates of the future financial
performance of the Borrower and its Subsidiaries and of the other information
projected therein for the periods set forth therein.

                  Section 4.5. Material Adverse Change. Other than the events
previously disclosed to the Lenders that required the Borrower and the
Guarantors to file the Cases and the filing of the Cases themselves, since
September 30, 2002, there has been no Material Adverse Change and there have
been no events or developments that in the aggregate have had a Material Adverse
Effect.

                  Section 4.6. Litigation. Other than the Cases, there are no
pending or, to the knowledge of the Borrower, threatened actions, investigations
or proceedings affecting the Borrower or any of its Subsidiaries before any
court, Governmental Authority or arbitrator other than those that in the
aggregate would not reasonably be likely to have a Material Adverse Effect. The
performance of any action by any Loan Party required or contemplated by any of
the Loan Documents is not restrained or enjoined (either temporarily,
preliminarily or permanently).

                                       51
<PAGE>

                  Section 4.7. Taxes.

                  (a) Except as set forth on Schedule 4.7, all federal, state,
local and foreign income and franchise and other material tax returns, reports
and statements (collectively, the "Tax Returns") required to be filed by the
Borrower or any of its Tax Affiliates have been timely filed with the
appropriate Governmental Authorities in all jurisdictions in which such Tax
Returns are required to be filed, all such Tax Returns are true and correct in
all material respects, and all taxes, charges and other impositions reflected
therein or otherwise due and payable have been paid prior to the date on which
any fine, penalty, interest, late charge or loss may be added thereto for
non-payment thereof except where contested in good faith and by appropriate
proceedings if adequate reserves therefor have been established on the books of
the Borrower or such Tax Affiliate, as the case may be, in conformity with GAAP.
Except as set forth on Schedule 4.7, no Tax Return is under audit or examination
by any Governmental Authority and no notice of such an audit or examination or
any assertion of any claim for Taxes has been given or made by any Governmental
Authority. Proper and accurate amounts have been withheld by the Borrower and
each of its Tax Affiliates for their respective employees for all periods in
full and complete compliance with the tax, social security and unemployment
withholding provisions of applicable Requirements of Law and such withholdings
have been timely paid to the respective Governmental Authorities.

                  (b) Except as set forth on Schedule 4.7, none of the Borrower
or any of its Tax Affiliates has (i) executed or filed with the IRS or any other
Governmental Authority any agreement or other document extending, or having the
effect of extending, the period for the filing of any Tax Return or the
assessment or collection of any charges, (ii) any obligation under any tax
sharing agreement or arrangement other than that to which the Administrative
Agent has a copy prior to the date hereof or (iii) been a member of an
affiliated, combined or unitary group other than the group of which the Borrower
(or its Tax Affiliate) is the common.

                  Section 4.8. Full Disclosure.

                  (a) The information prepared or furnished by or on behalf of
any Loan Party in connection with this Agreement or the consummation of the
financing taken as a whole, including the information contained in the
Disclosure Documents, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements contained
therein or herein not misleading. All facts known to the Borrower which are
material to an understanding of the financial condition, business, properties or
prospects of the Borrower and its Subsidiaries taken as one enterprise and the
Parent Guarantor have been disclosed to the Lenders. The terms contained in the
materials referred to in Section 3.1(f) do not adversely affect the business,
operations or financial condition of Mill Creek Bank.

                  (b) The Disclosure Documents comply as to form in all material
respects with all applicable requirements of all applicable state and Federal
securities laws.

                  Section 4.9. Margin Regulations. The Borrower is not engaged
in the business of extending credit for the purpose of purchasing or carrying
"margin stock" (within the meaning of Regulation U of the Federal Reserve Board)
and no proceeds of any Borrowing will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of

                                       52
<PAGE>

purchasing or carrying any margin stock in contravention of Regulation T, U or X
of the Federal Reserve Board.

                  Section 4.10. No Burdensome Restrictions; No Defaults.

                  (a) Neither the Borrower nor any of its Subsidiaries (i) is a
party to any Contractual Obligation the compliance with which would have a
Material Adverse Effect or the performance of which by any thereof, either
unconditionally or upon the happening of an event, would result in the creation
of a Lien (other than a Lien permitted under Section 8.2) on the property or
assets of any thereof or (ii) is subject to any charter or corporate restriction
which would have a Material Adverse Effect.

                  (b) Other than defaults resulting solely from the filing of
the Cases, neither the Borrower nor any of its Subsidiaries is in default under
or with respect to any Contractual Obligation owed by it and, to the knowledge
of the Borrower, no other party is in default under or with respect to any
Contractual Obligation owed to any Loan Party or to any Subsidiary of a Loan
Party, other than, in either case, those defaults which in the aggregate would
not reasonably be likely to have a Material Adverse Effect.

                  (c) No Default or Event of Default has occurred and is
continuing.

                  (d) To the best knowledge of the Borrower, there is no
Requirement of Law applicable to the any Loan Party or any Subsidiary of a Loan
Party the compliance with which by such Loan Party or Subsidiary would have a
Material Adverse Effect.

                  Section 4.11. Investment Company Act; Public Utility Holding
Company Act. No Loan Party or any Subsidiary of a Loan Party is (a) an
"investment company" or an "affiliated person" of, or "promoter" or "principal
underwriter" for, an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended or (b) a "holding company," or an
"affiliate" or a "holding company" or a "subsidiary company" of a "holding
company," as each such term is defined and used in the Public Utility Holding
Act of 1935, as amended.

                  Section 4.12. Use of Proceeds. The proceeds of the Loans are
being used by the Borrower solely as follows: (a) to fund post-petition
operating expenses of the Loan Parties incurred in the ordinary course of
business and consistent with the Budget, (b) to pay certain other costs and
expenses of administration of the Cases to be specified in writing to the
Administrative Agent (including by notice of application for Orders), (c) to pay
the U.S. Bank Prepetition Indebtedness in an amount equal to $60,000,000 (except
only the Term Loan may be used for such purpose), (d) for Working Capital,
Capital Expenditures and other general corporate purposes of the Loan Parties
not in contravention of any Requirement of Law or the Loan Documents or the
Budget and (e) as long as no Default or Event of Default has occurred and is
continuing, to pay certain Permitted Prepetition Claim Payments consistent with
the Budget. Notwithstanding the foregoing, the Borrower shall not use any
proceeds in a manner or in any amount not shown in the Budget. The Borrower
shall use the entire amount of the proceeds of each Loan in accordance with this
Section 4.12; provided, however, that nothing herein shall in any way prejudice
or prevent the Administrative Agent or the Lenders from

                                       53
<PAGE>

objecting, for any reason, to any requests, motions or applications made in the
Bankruptcy Court, including any applications for interim or final allowances of
compensation for services rendered or reimbursement of expenses incurred under
sections 105(a), 330 or 331 of the Bankruptcy Code, by any party in interest,
and provided further, however, that the Borrower shall not use the proceeds from
any Loans for any purpose that is prohibited under the Bankruptcy Code. The
proceeds of Revolving Credit Loans made to CFCC may be used by CFCC for general
corporate purposes.

                  Section 4.13. Insurance. All policies of insurance of any kind
or nature of the Loan Parties and all Subsidiaries thereof, including policies
of life, fire, theft, product liability, public liability, property damage,
other casualty, employee fidelity, workers' compensation and employee health and
welfare insurance, are in full force and effect and are of a nature and provide
such coverage as is sufficient and as is customarily carried by businesses of
the size and character of such Person. None of the Loan Parties or any
Subsidiary thereof has been refused insurance for any material coverage which it
had applied or had any policy of insurance terminated (other than at its
request).

                  Section 4.14. Labor Matters.

                  (a) There are no strikes, work stoppages, slowdowns or
lockouts pending or threatened against or involving any of the Loan Parties,
other than those which in the aggregate would not reasonably be likely to have a
Material Adverse Effect.

                  (b) There are no unfair labor practices, grievances or
complaints pending, or, to the Borrower's knowledge, threatened against or
involving any of the Loan Parties or any Subsidiaries thereof, nor are there any
arbitrations or grievances threatened involving any such Loan Party or
Subsidiary, other than those which, in the aggregate, if resolved adversely to
such Loan Party or such Subsidiary, would not reasonably be likely to have a
Material Adverse Effect.

                  (c) Except as set forth on Schedule 4.14, as of the Closing
Date, there is no collective bargaining agreement covering any of the employees
of the Loan Parties or any Subsidiaries thereof.

                  (d) Schedule 4.14 sets forth as of the date hereof, all
material consulting agreements, executive employment agreements, executive
compensation plans, deferred compensation agreements, employee stock purchase
and stock option plans and severance plans of the Loan Parties and their
respective Subsidiaries.

                  Section 4.15. ERISA.

                  (a) Schedule 4.15 separately identifies as of the date hereof
all Title IV Plans, all Multiemployer Plans and all of the employee benefit
plans within the meaning of Section 3(3) of ERISA to which any of the Loan
Parties or any of their respective Subsidiaries has any obligation or liability,
contingent or otherwise.

                  (b) Each employee benefit plan of any of the Loan Parties or
any of their respective Subsidiaries which is intended to qualify under Section
401 of the Code does so qualify, and any trust created thereunder is exempt from
tax under the provisions of Section 501

                                       54
<PAGE>

of the Code, except where such failures in the aggregate would not reasonably be
likely to have a Material Adverse Effect.

                  (c) Each Title IV Plan of any of the Loan Parties or any
Subsidiary thereof is in compliance in all material respects with applicable
provisions of ERISA, the Code and other Requirements of Law except for
non-compliances that in the aggregate would not reasonably be likely to have a
Material Adverse Effect.

                  (d) Other than the Cases, there has been no, nor is there
reasonably expected to occur, any ERISA Event which would have a Material
Adverse Effect.

                  (e) Except to the extent set forth on Schedule 4.15, none of
the Loan Parties, any of their respective Subsidiaries or any ERISA Affiliate
would have any Withdrawal Liability as a result of a complete withdrawal as of
the date hereof from any Multiemployer Plan.

                  Section 4.16. Environmental Matters.

                  (a) The operations of each of the Loan Parties and each of
their respective Subsidiaries have been and are in compliance with all
Environmental Laws, including obtaining and complying with all required
environmental, health and safety Permits, other than non-compliances that in the
aggregate would not reasonably be likely to have a Material Adverse Effect.

                  (b) None of the Loan Parties or any of their respective
Subsidiaries or any Real Property currently or, to the knowledge of the Loan
Parties, previously owned, operated or leased by any such Loan Party or
Subsidiary is subject to any pending or, to the knowledge of the Borrower,
threatened, claim, order, agreement, notice of violation, notice of potential
liability or is the subject of any pending or threatened proceeding or
governmental investigation under or pursuant to Environmental Laws other than
those that in the aggregate would not reasonably be likely to have a Material
Adverse Effect.

                  (c) Except as disclosed on Schedule 4.16, none of the Loan
Parties or any of their respective Subsidiaries is a treatment, storage or
disposal facility requiring a Permit under the Resource Conservation and
Recovery Act, 42 U.S.C. ss. 6901 et seq., the regulations thereunder or any
state analog.

                  (d) There are no facts, circumstances or conditions arising
out of or relating to the operations or ownership of real property owned,
operated or leased by any of the Loan Parties or any of their respective
Subsidiaries which are not specifically included in the financial information
furnished to the Lenders other than those that in the aggregate would not
reasonably be likely to have a Material Adverse Effect.

                  (e) As of the date hereof, no Environmental Lien has attached
to any property of any of the Loan Parties or any of their respective
Subsidiaries and, to the knowledge of the Borrower, no facts, circumstances or
conditions exist that could reasonably be expected to result in any such Lien
attaching to any such property.

                                       55
<PAGE>

                  (f) Each Loan Party and each Subsidiary thereof has provided
the Lenders with copies of all environmental, health or safety audits, studies,
assessments, inspections, investigations or other environmental health and
safety reports relating to the operations of the Loan Parties and their
respective Subsidiaries or any of their respective Real Property that are in the
possession, custody or control of the Loan Parties or any of their respective
Subsidiaries.

                  Section 4.17. Intellectual Property. The Loan Parties and
their respective Subsidiaries own or license or otherwise have the right to use
all Intellectual Property and other intellectual property rights that are
necessary for the operations of their respective businesses, without, to the
best of the Borrower's knowledge, infringing upon or conflicting with the rights
of any other Person with respect thereto, including all trade names associated
with any private label brands of any of the Loan Parties or any of their
respective Subsidiaries, except to the extent such infringement or conflict
would not reasonably be likely to have a Material Adverse Effect. To the
Borrower's knowledge, no slogan or other advertising device, product, process,
method, substance, part or component, or other material now employed, or now
contemplated to be employed, by any of the Loan Parties or any of their
respective Subsidiaries infringes upon or conflicts with any rights owned by any
other Person, and no claim or litigation regarding any of the foregoing is
pending or threatened, except to the extent that the same would not reasonably
be likely to have a Material Adverse Effect.

                  Section 4.18. Title; Real Property.

                  (a) Subject to the provisions of the Bankruptcy Code, each
Loan Party and each of their respective Subsidiaries has good and marketable
title to, or valid leasehold interests in, all Real Property and good title to
all personal property purported to be owned by it, including those reflected on
the most recent Financial Statements delivered by the Borrower, and none of such
properties and assets is subject to any Lien, except Liens permitted under
Section 8.2. Subject to the provisions of the Bankruptcy Code, the Loan Parties
and their respective Subsidiaries have received all deeds, assignments, waivers,
consents, non-disturbance and recognition or similar agreements, bills of sale
and other documents, and have duly effected all recordings, filings and other
actions necessary to establish, protect and perfect the Loan Parties' and their
respective Subsidiaries' right, title and interest in and to all such property.

                  (b) Set forth on Schedule 4.18 hereto is a complete and
accurate list of all material Real Property owned by the each Loan Party or any
Subsidiary thereof showing as of the Closing Date the street address, county or
other relevant jurisdiction, state, and record owner.

                  (c) As of the Closing Date, no portion of any material Real
Property owned or leased by any Loan Party or any Subsidiary thereof has
suffered any material damage by fire or other casualty loss which has not
heretofore been completely repaired and restored to its original condition. No
portion of any Real Property owned or leased by any Loan Party or any Subsidiary
thereof is located in a special flood hazard area as designated by any federal
Governmental Authority.

                  (d) All Permits required to have been issued or appropriate to
enable all real property owned or leased by any of the Loan Parties or any of
their respective Subsidiaries to be lawfully occupied and used for all of the
purposes for which they are currently occupied and

                                       56
<PAGE>

used have been lawfully issued and are in full force and effect, other than
those which, in the aggregate, would not reasonably be likely to have a Material
Adverse Effect.

                  (e) None of the Loan Parties or any of their respective
Subsidiaries has received any notice, or has any knowledge, of any pending,
threatened or contemplated condemnation proceeding affecting any Real Property
owned or leased by any of the Loan Parties or any of their respective
Subsidiaries or any part thereof, except those which, in the aggregate, would
not reasonably be likely to have a Material Adverse Effect.

                  Section 4.19. Secured, Super Priority Obligations.

                  (a) Subject to Section 11.1, on and after the Closing Date,
the provisions of the Loan Documents and the Orders are effective to create in
favor of the Administrative Agent, for the benefit of the Secured Parties,
legal, valid and perfected Liens on and security interests (having the priority
provided for herein and in the Orders) in all right, title and interest in the
Collateral, enforceable against each Loan Party that owns an interest in such
Collateral.

                  (b) Subject to Section 11.1, pursuant to section 364(c)(2) and
(3) and section 364(d)(1) of the Bankruptcy Code and the Orders, all amounts
owing by the Borrower hereunder and by the Subsidiary Guarantors in respect
thereof (including, without limitation, any exposure of a Lender or any of its
Affiliates in respect of cash management or hedging transactions incurred on
behalf of any Loan Party) will be secured by a first priority perfected Lien on
the Collateral, subject and subordinate only to the Superior Liens.

                  (c) (i) Subject to Section 11.1, pursuant to section 364(c)(1)
of the Bankruptcy Code and the Orders, all obligations of the Borrower and the
obligations of the Subsidiary Guarantors under the Guaranty in respect thereof
(including any exposure of a Lender in respect of cash management or hedging
transactions incurred on behalf of any Loan Party) at all times will constitute
allowed super-priority administrative expense claims in each of the Cases having
priority over all administrative expenses of the kind specified in sections
503(b) or 507(b) of the Bankruptcy Code, subject and subordinate only to the
Carve-Out, and (ii) the obligations of the Parent Guarantor under the Guaranty
shall constitute pre-petition general unsecured claims.

                  (d) The Interim Order, once entered, and the Final Order, once
entered, are in full force and effect and have not been vacated, reversed,
modified, amended or stayed without the prior written consent of the Lenders.

                  Section 4.20. Deposit Accounts; Control Accounts. The only
Deposit Accounts, Securities Accounts or Commodity Accounts maintained by any
Grantor on the date hereof are those listed on Schedule 4.20, which sets forth
such information separately for each Grantor.

                  Section 4.21. Title; No Other Liens. Except for the Liens
granted to any of the Secured Parties pursuant to this Agreement and the Liens
permitted under this Agreement on the Primed Pledged Shares securing the Parity
Public Debt which Lien is subject to the Priming Lien, each Grantor is the
record and beneficial owner of the Pledged Collateral pledged by it hereunder
constituting Instruments or certificated securities and is the entitlement
holder of all such Pledged Collateral constituting Investment Property held in a
Securities Account and has

                                       57
<PAGE>

rights in or the power to transfer each other item of Collateral in which a Lien
is granted by it hereunder free and clear of any and all Liens (other than the
Liens permitted by this Agreement). Without limiting the foregoing, there are no
Liens on the capital stock of Conseco Agency of Nevada, Inc., Conseco Agency of
New York, Inc., Conseco Agency, Inc., Conseco Agency of Alabama, Inc., Conseco
Agency of Kentucky, Inc., Crum-Reed General Agency, Inc., Conseco Agency
Reinsurance Limited or Convergent Lending Service, LLC.

                  Section 4.22. Pledged Collateral.

                  (a) The Pledged Stock, Pledged Partnership Interests and
Pledged LLC Interests pledged hereunder by each Grantor constitute that
percentage of the issued and outstanding equity of all classes of each issuer
thereof as set forth on Schedule 4.22.

                  (b) All of the Pledged Stock, Pledged Partnership Interests
and Pledged LLC Interests have been duly and validly issued and are fully paid
and nonassessable.

                  (c) Each of the Pledged Notes constitutes the legal, valid and
binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, and general equitable
principles (whether considered in a proceeding in equity or at law).

                  (d) All Pledged Collateral and, if applicable, any Additional
Pledged Collateral, consisting of certificated securities or Instruments has
been delivered to the Administrative Agent to the extent requested by the
Administrative Agent. The certificates evidencing the Prime Pledged Shares have
been delivered to the Sub-Agent.

                  (e) All Pledged Collateral held by a Securities Intermediary
in a Securities Account is in a Control Account.

                  (f) Other than the Pledged Partnership Interests and the
Pledged LLC Interests that constitute General Intangibles, there is no Pledged
Collateral other than that represented by certificated securities or Instruments
in the possession of the Administrative Agent or that consisting of Financial
Assets held in a Control Account.

                  (g) The LLC Agreement governing any Pledged LLC Interests and
the Partnership Agreement governing any Pledged Partnership Interests provide
that, upon the occurrence and during the continuance of an Event of Default, the
Administrative Agent shall be entitled to exercise all of the rights of the
Grantor granting the security interest therein, and that a transferee or
assignee of a membership interest or partnership interest, as the case may be,
of such LLC or Partnership, as the case may be, shall become a member or
partner, as the case may be, of such LLC or Partnership, as the case may be,
entitled to participate in the management thereof and, upon the transfer of the
entire interest of such Grantor, such Grantor ceases to be a member or partner,
as the case may be.

                  (h) There are no Governmental approvals (other than the
Orders) necessary for the pledge of the Pledged Securities, the voting of the
Pledged Securities pursuant to the terms of the pledge or the sale thereof
pursuant to the terms of this Agreement.

                                       58
<PAGE>

                  Section 4.23. Representations in Asset Purchase Agreement. The
representations and warranties in the Asset Purchase Agreement are true and
correct. Neither the Borrower nor any of its Subsidiaries is in breach of its
obligations under the Asset Purchase Agreement.

                  Section 4.24. Intellectual Property.

                  (a) Schedule 4.24 lists all Material Intellectual Property of
any Grantor on the Closing Date, separately identifying that owned by such
Grantor and that licensed to such Grantor. The Material Intellectual Property
set forth on Schedule 4.24 for such Grantor constitutes all of the intellectual
property rights necessary to conduct its business.

                  (b) On the date hereof, all Material Intellectual Property
owned by any Grantor is valid, subsisting, unexpired and enforceable, has not
been adjudged invalid and has not been abandoned and the use thereof in the
business of such Grantor does not infringe the intellectual property rights of
any other Person.

                  (c) Except as set forth in Schedule 4.23, on the date hereof,
none of the Material Intellectual Property owned by any Grantor is the subject
of any licensing or franchise agreement pursuant to which such Grantor is the
licensor or franchisor.

                  (d) No holding, decision or judgment has been rendered by any
Governmental Authority which would limit, cancel or question the validity of, or
any Grantor's rights in, any Material Intellectual Property.

                  (e) No action or proceeding seeking to limit, cancel or
question the validity of any Material Intellectual Property owned by any Grantor
or such Grantor's ownership interest therein is on the date hereof pending or,
to the knowledge of such Grantor, threatened. There are no claims, judgments or
settlements to be paid by any Grantor relating to the Material Intellectual
Property.



                                   ARTICLE V

              Matters Relating to the Sale of the Purchased Assets

                  Section 5.1. Sale of Purchased Assets. The Borrower will take
all actions required to be taken by it or its Subsidiaries under the Asset
Purchase Agreement, including (a) obtaining a Bidding Procedures Order
reflecting the Bidding Procedures by the date specified in the Asset Purchase
Agreement, (b) obtaining a Sale Order by the date specified in the Asset
Purchase Agreement and (c) otherwise complying with the provisions of Sections
5.8 and 5.9 of the Asset Purchase Agreement.

                                       59
<PAGE>


                                   ARTICLE VI

                               Reporting Covenants

                  As long as any of the Obligations or Commitments remain
outstanding, unless the Requisite Lenders otherwise consent in writing, the
Borrower, CFCC and the Guarantors agree with the Lenders and the Administrative
Agent that:

                  Section 6.1. Financial Statements. The Borrower shall furnish
to the Administrative Agent (with sufficient copies for each of the Lenders) the
following:

                  (a) Monthly Reports. Within 30 days after the end of each
fiscal month in each Fiscal Year, financial information regarding the Borrower
and its Subsidiaries consisting of a consolidated unaudited balance sheet as of
the close of such month and the related statements of income and cash flow for
such month and that portion of the current Fiscal Year ending as of the close of
such month, setting forth in comparative form the figures for the corresponding
period in the prior year and the figures contained in the Budget, as the case
may be, for the current fiscal month, in each case certified by a Responsible
Officer of the Borrower as fairly presenting the consolidated financial position
of the Borrower and its Subsidiaries as at the dates indicated and the results
of their operations and cash flow for the periods indicated in accordance with
GAAP (subject to the absence of footnote disclosure and normal year-end audit
adjustments).

                  (b) Quarterly Reports. [Intentionally Omitted.]

                  (c) Annual Reports. Within 90 days after the Fiscal Year
ending on December 31, 2002, financial information regarding the Borrower and
its Subsidiaries consisting of consolidated balance sheets of the Borrower and
its Subsidiaries as of the end of such Fiscal Year and related statements of
income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year,
all prepared in conformity with GAAP and certified, in the case of such
consolidated financial statements, without qualification as to the scope of the
audit by independent public accountants of recognized national standing
acceptable to the Requisite Lenders, together with the report of such accounting
firm stating that (i) such financial statements fairly present the consolidated
financial position of the Borrower and its Subsidiaries as of the dates
indicated and the results of their operations and cash flow for the periods
indicated in conformity with GAAP applied on a basis consistent with prior years
(except for changes with which such independent certified public accountants
shall concur and which shall have been disclosed in the notes to the financial
statements) and (ii) the examination by such accountants in connection with such
consolidated financial statements has been made in accordance with generally
accepted auditing standards, and accompanied by a certificate stating that in
the course of the regular audit of the business of the Borrower and its
Subsidiaries such accounting firm has obtained no knowledge that a Default or
Event of Default has occurred and is continuing, or, if in the opinion of such
accounting firm, a Default or Event of Default has occurred and is continuing, a
statement as to the nature thereof.

                  (d) Compliance Certificate. Together with each delivery of any
financial statements pursuant to Section 6.1(a), a certificate of a Responsible
Officer of the Borrower

                                       60
<PAGE>

(each, a "Compliance Certificate") stating that no Default or Event of Default
has occurred and is continuing or, if a Default or an Event of Default has
occurred and is continuing, stating the nature thereof and the action which the
Borrower proposes to take with respect thereto.

                  (e) Budgets. Prior to the Closing Date, the Borrower shall
provide to the Administrative Agent its weekly financial projections (as
modified by the extension required by this clause (e), the "Budget") for each
fiscal week during the period from the Petition Date through 90 days after the
Petition Date. Within 30 days after the Petition Date, the Borrower shall
provide to the Administrative Agent a weekly extension of such budget to cover
the period from the Petition Date through 120 days after the Petition Date. The
initial and extended Budget shall each be in form and substance satisfactory to
the Administrative Agent.

                  (f) Budget Variance Report; Cash Flow Projections. The
Borrower shall provide to the Administrative Agent at least once each week on a
date acceptable to the Administrative Agent for the period from the Closing Date
through the Scheduled Termination Date (a) a variance report comparing the
actual weekly receipts and disbursements with the budgeted weekly receipts and
disbursements for the prior week and (b) rolling 13-week projections of cash
receipts and disbursements (the "Projections") and (c) stating whether or not an
Event of Default has occurred or, if a Borrowing occurs on such date, would
occur after giving effect to such Borrowing, under Section 9.1(o). Each of the
foregoing shall be in form and scope satisfactory to the Administrative Agent.

                  (g) Management Letters, Etc. Within five Business Days after
receipt thereof by any Loan Party, copies of each management letter, exception
report or similar letter or report received by such Loan Party from its
independent certified public accountants.

                  (h) Asset Purchase Agreement. At the same time provided to the
Buyers under the Asset Purchase Agreement, a copy of each document, report,
notice or certificate or financial statement or report delivered under the Asset
Purchase Agreement.

CFCC shall supply to each Revolving Credit Loan Lender at such times as may be
specified by any Revolving Credit Loan Lender such documents, certificates,
reports, notices and financial information as may be requested from time to time
by any Revolving Credit Loan Lender.

                  Section 6.2. Default Notices. As soon as practicable, and in
any event within five Business Days after a Responsible Officer of any Loan
Party has actual knowledge of the existence of any Default, Event of Default or
other event which has had a Material Adverse Effect or which has any reasonable
likelihood of causing or resulting in a Material Adverse Change, the Borrower
(and, as to CFCC, CFCC) shall give the Administrative Agent notice specifying
the nature of such Default or Event of Default or other event, including the
anticipated effect thereof, which notice, if given by telephone, shall be
promptly confirmed in writing on the next Business Day.

                  Section 6.3. Litigation. Unless the Administrative Agent is
otherwise promptly notified pursuant to documents received by them pursuant to
Section 6.12 or periodic delivery of the Bankruptcy Courts official claims
register, promptly after the commencement thereof, the Borrower shall give the
Administrative Agent written notice of the commencement

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of all actions, suits and proceedings before any domestic or foreign
Governmental Authority or arbitrator, affecting the any of the Loan Parties or
any of their respective Subsidiaries, which in the reasonable judgment of the
Borrower, expose such Loan Party or such Subsidiary to liability in an amount
aggregating $250,000 or more or which, if adversely determined, would have a
Material Adverse Effect.

                  Section 6.4. Asset Sales. Prior to any Asset Sale permitted
under Section 8.4 anticipated to generate in excess of $250,000 (or such other
amount as may be specified by the Administrative Agent) in Net Cash Proceeds,
the Borrower shall send the Administrative Agent a notice (a) describing such
Asset Sale or the nature and material terms and conditions of such transaction
and (b) stating the estimated Net Cash Proceeds anticipated to be received by
any Loan Party or any Subsidiary thereof and specifying the clause of Section
2.8 applicable to such Asset Sale.

                  Section 6.5. Notices under Related Documents. Promptly after
the sending or filing thereof, the Borrower shall send the Administrative Agent
copies of all material notices, certificates or reports delivered pursuant to
any Related Document.

                  Section 6.6. SEC Filings; Press Releases. Promptly after the
sending or filing thereof, the Borrower shall send the Administrative Agent
copies of (a) all reports which the Parent Guarantor or the Borrower sends to
their respective security holders generally, (b) all reports and registration
statements which the Parent Guarantor or any of its Subsidiaries files with the
SEC or any national securities exchange or the National Association of
Securities Dealers, Inc., (c) all press releases and (d) all other statements
concerning material changes or developments in the business of any Loan Party or
any Subsidiary thereof made available by such Loan Party or Subsidiary to the
public.

                  Section 6.7. Labor Relations. Promptly after becoming aware of
the same, the Borrower shall give the Administrative Agent written notice of (a)
any labor dispute to which any of the Loan Parties or any of their respective
Subsidiaries is or may become a party, including any strikes, lockouts or other
disputes relating to any of such Loan Parties' or Subsidiaries' plants and other
facilities the result of which would reasonably be likely to have a Material
Adverse Effect and (b) any Worker Adjustment and Retraining Notification Act or
related liability incurred with respect to the closing of any plant or other
facility of any of such Loan Party or Subsidiary which would reasonably be
likely to have a Material Adverse Effect.

                  Section 6.8. Tax Returns. Upon the request of the
Administrative Agent, the Borrower will provide copies of all federal, state and
local tax returns and reports filed by any Loan Party or any Subsidiary thereof
in respect of taxes measured by income (excluding sales, use and like taxes).

                  Section 6.9. Insurance. No later than five Business Days after
the Closing Date, the Administrative Agent shall have received evidence
satisfactory to it that the insurance policies required by Section 7.5 are in
full force and effect, provided that, if requested by the Borrower, the
Administrative Agent may extend such five-Business Day period in its sole
discretion. As soon as is practicable and in any event within 45 days after the
end of each Fiscal Quarter, the Borrower will furnish the Administrative Agent
(in sufficient copies for each of the

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<PAGE>

Lenders) with (a) a report in form and substance satisfactory to the
Administrative Agent and the Lenders outlining all material insurance coverage
maintained as of the date of such report by the Loan Parties and their
respective Subsidiaries and the duration of such coverage and (b) a certificate
of a Responsible Officer certifying that all premiums then due and payable (and
not otherwise stayed) with respect to such coverage have been paid.

                  Section 6.10. ERISA Matters. The Borrower shall furnish the
Administrative Agent (with sufficient copies for each of the Lenders):

                  (a) promptly and in any event within 30 days after any of the
Loan Parties, any of their respective Subsidiaries or any ERISA Affiliate knows
or has reason to know that any material ERISA Event has occurred;

                  (b) promptly and in any event within 10 days after any of the
Loan Parties, any of their respective Subsidiaries or any ERISA Affiliate knows
or has reason to know that a request for a minimum funding waiver under Section
412 of the Code has been filed with respect to any Title IV Plan or
Multiemployer Plan, a written statement of a Responsible Officer of the Borrower
describing such ERISA Event or waiver request and the action, if any, which the
Loan Parties, such Subsidiaries and such ERISA Affiliates propose to take with
respect thereto and a copy of any notice filed with the PBGC or the IRS
pertaining thereto;

                  (c) simultaneously with the date that the any of the Loan
Parties, any of their respective Subsidiaries or any ERISA Affiliate files a
notice of intent to terminate any Title IV Plan, if such termination would
require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, a copy of each
notice.

                  Section 6.11. Environmental Matters. The Borrower shall
provide the Administrative Agent promptly and in any event within 10 days of any
of the Loan Parties or any of their respective Subsidiaries learning of any of
the following, written notice of any of the following:

                  (a) that any Loan Party or any subsidiary thereof is or may be
liable to any Person as a result of a Release or threatened Release which could
reasonably be expected to subject such Loan Party to Environmental Liabilities
and Costs of $250,000 or more;

                  (b) the receipt by any Loan Party or any Subsidiary thereof of
notification that any Real Property or personal property of such Loan Party or
Subsidiary is or is reasonably likely to be subject to any Environmental Lien;

                  (c) the receipt by any Loan Party or any subsidiary thereof of
any notice of violation of or potential liability under, or knowledge by such
Loan Party or Subsidiary that there exists a condition which could reasonably be
expected to result in a violation of or liability under any Environmental Law,
except for violations and liabilities the consequence of which in the aggregate
would have no reasonable likelihood of subjecting the Loan Parties and their
respective Subsidiaries collectively to Environmental Liabilities and Costs of
$250,000 or more;

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<PAGE>

                  (d) the commencement of any judicial or administrative
proceeding or investigation alleging a violation of or liability under any
Environmental Law, which in the aggregate, if adversely determined, would have a
reasonable likelihood of subjecting the Loan Parties and their respective
Subsidiaries collectively to Environmental Liabilities and Costs of $250,000 or
more;

                  (e) any proposed acquisition of Stock, assets or Real
Property, or any proposed leasing of property, or any other action by any Loan
Party or any Subsidiary thereof other than those the consequences of which in
the aggregate have reasonable likelihood of subjecting the Loan Parties and
their respective Subsidiaries collectively to Environmental Liabilities and
Costs of $250,000 or more;

                  (f) any proposed action by any Loan Party or any Subsidiary
thereof or any proposed change in Environmental Laws which in the aggregate have
a reasonable likelihood of requiring such Loan Parties or Subsidiary thereof to
obtain additional environmental, health or safety Permits or make additional
capital improvements to obtain compliance with Environmental Laws that in the
aggregate would cost $250,000 or more or subject the Loan Parties and their
respective Subsidiaries to additional Environmental Liabilities and Costs of
$250,000 or more; and

                  (g) upon written request by any Lender through the
Administrative Agent, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue identified
in any notice or report delivered pursuant to this Agreement.

                  Section 6.12. Bankruptcy Court.

                  (a) The Borrower will use its best efforts to obtain the
approval of the Bankruptcy Court of this Agreement and the other Loan Documents
and, upon the request of the Administrative Agent, deliver to the Administrative
Agent and its counsel all material pleadings, motions and other documents filed
on behalf of all of the Loan Parties with the Bankruptcy Court; provided that
the Borrower shall have no such obligation if the Administrative Agent and its
counsel receive such documents as a result of being on the service list in
connection with the Cases.

                  (b) The Administrative Agent shall have received all motions
and other documents to be filed by any of the Loan Parties with the Bankruptcy
Court prior to filing and such documents shall be in form and substance
satisfactory to the Requisite Lenders.

                  Section 6.13. Other Information. The Borrower will provide the
Administrative Agent or any Lender with such other information respecting the
business, properties, condition, financial or otherwise, or operations of any
Loan Party as any Lender, through the Administrative Agent, may from time to
time reasonably request.

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<PAGE>

                                  ARTICLE VII

                              Affirmative Covenants

                  As long as the Obligations or the Credit Commitments remain
outstanding, unless the Requisite Lenders otherwise consent in writing, each
Loan Party agrees with the Lenders and the Administrative Agent that:

                  Section 7.1. Preservation of Valid Existence, Etc. Such Loan
Party shall, and shall cause each of its Subsidiaries to, preserve and maintain
its corporate, partnership, limited liability company or other existence, rights
(charter and statutory) and franchises, except as permitted by Sections 8.3 and
8.4.

                  Section 7.2. Compliance with Laws, Etc. Such Loan Party shall,
and shall cause each of its Subsidiaries to, comply with all applicable
Requirements of Law, Contractual Obligations and Permits, except where the
failure so to comply in the aggregate would not reasonably be likely to have a
Material Adverse Effect.

                  Section 7.3. Conduct of Business. Such Loan Party shall, and
shall cause each of its Subsidiaries to, (a) conduct its business in the
ordinary course (except as otherwise permitted by the Bankruptcy Code or
approved by the Bankruptcy Court) and (b) use its reasonable efforts, in the
ordinary course and consistent with past practice, to preserve its business and
the goodwill and business of the customers, advertisers, suppliers and others
having business relations with such Loan Party or any of its Subsidiaries,
except in each case where the failure to comply with the covenants in each of
clauses (a) and (b) above in the aggregate would not reasonably be likely to
have a Material Adverse Effect.

                  Section 7.4. Payment of Taxes, Etc. Such Loan Party shall, and
shall cause each of its Subsidiaries to, pay and discharge before the same shall
become delinquent, all material lawful governmental claims, taxes, assessments,
charges and levies arising after the Petition Date, except where contested in
good faith, by proper proceedings and adequate reserves therefor have been
established on the books of such Loan Party or the appropriate Subsidiary in
conformity with GAAP.

                  Section 7.5. Maintenance of Insurance. Such Loan Party shall
(a) maintain, and cause to be maintained for each of its Subsidiaries, insurance
with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in
similar businesses and owning similar properties in the same general areas in
which such Loan Party or such Subsidiary operates, and such other insurance as
may be reasonably requested by the Requisite Lenders, through the Administrative
Agent, and, in any event, all insurance required by any Loan Document and (b)
cause all such insurance to provide that no cancellation, material addition in
amount or material change in coverage shall be effective until after 30 days'
written notice thereof to the Administrative Agent.

                  Section 7.6. Access. Such Loan Party shall from time to time
permit the Administrative Agent and any of the Lenders, or any agents or
representatives thereof, within two Business Days after written notification of
the same (except that upon the occurrence and

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<PAGE>

during the continuance of an Event of Default, no such notice shall be required)
to (a) examine and make copies of and abstracts from the records and books of
account of such Loan Party and each of its Subsidiaries, (b) visit the
properties of such Loan Party and each of its Subsidiaries, (c) discuss the
affairs, finances and accounts of such Loan Party and each of its Subsidiaries
with any of their respective officers and (d) communicate directly with such
Loan Party's or Subsidiary's independent certified public accountants; provided,
however, that the Borrower shall have the right to have a representative present
at any such oral communications and to receive a copy of any such written
communications; provided further, however, that the failure of a representative
of the Loan Party to be party to any such oral communications after receiving
two Business Days' notice thereof shall not prevent the Administrative Agent or
any Lender, or any agents or representatives thereof, from engaging in any such
communications. Such Loan Party shall authorize its independent certified public
accountants to disclose to the Administrative Agent or any Lender any and all
financial statements and other information of any kind, as the Administrative
Agent or such Lender reasonably requests from such Loan Party and which such
accountants may have with respect to the business, financial condition, results
of operations or other affairs of such Loan Party or any Subsidiary thereof.

                  Section 7.7. Keeping of Books. Such Loan Party shall, and
shall cause each of its Subsidiaries to, keep proper books of record and
account, in which full and correct entries shall be made in conformity with GAAP
of all financial transactions and the assets and business of such Loan Party and
each such Subsidiary.

                  Section 7.8. Maintenance of Properties, Etc. Except as
otherwise required by the Bankruptcy Code, such Loan Party shall, and shall
cause each of its Subsidiaries to, maintain and preserve (a) all of its
properties which are necessary in the conduct of its business in good working
order and condition, (b) all rights, permits, licenses, approvals and privileges
(including all Permits) which are used or useful or necessary in the conduct of
its business and (c) all Intellectual Property with respect to its business;
except where the failure to so maintain and preserve in the aggregate would not
reasonably be likely to have a Material Adverse Effect.

                  Section 7.9. Application of Proceeds. The Borrower shall use
the entire amount of the proceeds of the Loans as provided in Section 4.12.

                  Section 7.10. Environmental. Except as otherwise required by
the Bankruptcy Code or by a Non-Stayed Order, such Loan Party shall, and shall
cause any Subsidiary to, comply in all material respects with Environmental Laws
and, without limiting the foregoing, such Loan Party shall, at its sole cost and
expense, upon receipt of any notification or otherwise obtaining knowledge of
any Release or other event that has any reasonable likelihood of such Loan Party
or Subsidiary incurring Environmental Liabilities and Costs in excess of
$500,000, (a) conduct, or pay for consultants to conduct, tests or assessments
of environmental conditions at such operations or properties, including the
investigation and testing of subsurface conditions and (b) take such Remedial
Action, investigational or other action as required by Environmental Laws or as
any Governmental Authority requires or as is appropriate and consistent with
good business practice to address the Release or event.

                  Section 7.11. Control Accounts; Approved Deposit Accounts.

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<PAGE>

                  (a) Each Loan Party will (i) deposit in an Approved Deposit
Account all cash and all Proceeds received by such Loan Party except that cash
to make Investments permitted by this Agreement may be deposited in a Control
Account, (ii) not establish or maintain any Securities Account that is not a
Control Account and (iii) not establish or maintain any Deposit Account other
than with a Deposit Account Bank, a Lender or an Affiliate of a Lender;
provided, however, that the Loan Parties and their respective Subsidiaries may
maintain payroll, withholding tax and other fiduciary deposit accounts.

                  (b) Each Loan Party shall instruct each Account Debtor or
other Person obligated to make a payment to such Loan Party under a General
Intangible to make payment, or to continue to make payment, as the case may be,
to an Approved Deposit Account and will deposit in an Approved Deposit Account
all Proceeds of such Approved Deposit Accounts and General Intangibles received
by such Loan Party from any other Person immediately upon receipt.

                  (c) In the event the Administrative Agent determines in its
sole discretion that the financial condition of an Approved Securities
Intermediary or Deposit Account Bank, as the case may be, has materially
deteriorated, the affected Loan Parties agree to notify all of their respective
obligors that were making payments to such terminated Control Account or
Approved Deposit Account, as the case may be, to make all future payments to
another Control Account or Approved Deposit Account, as the case may be.

                  Section 7.12. Compliance with Asset Purchase Agreement. The
Borrower will, and will cause its Subsidiaries, to comply with all the covenants
and obligations and agreements applicable to it and its Subsidiaries contained
in the Relevant Documents.



                                  ARTICLE VIII

                               Negative Covenants

                  As long as any of the Obligations or the Credit Commitments
remain outstanding, without the written consent of the Requisite Lenders, each
Loan Party agrees with the Lenders and the Administrative Agent that (it being
agreed that, notwithstanding the definition of the term "Loan Party", the Parent
Guarantor shall not constitute a Loan Party for purposes of this Article VIII,
except it shall constitute a Loan Party for purposes of Section 8.18):

                  Section 8.1. Indebtedness. Such Loan Party will not, and will
not permit any of its Subsidiaries to, directly or indirectly create, incur,
assume or otherwise become or remain directly or indirectly liable with respect
to any Indebtedness, except:

                  (a) the Obligations;

                  (b) unsecured Indebtedness existing on the Petition Date and
secured Indebtedness existing on the Petition Date and disclosed on Schedule
8.1;

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<PAGE>

                  (c) Capital Lease Obligations and purchase money Indebtedness
incurred by such Loan Party or a Subsidiary thereof after the Petition Date to
finance the acquisition of fixed assets in an aggregate outstanding principal
amount not to exceed $1,000,000 at any time; provided, however, that the Capital
Expenditure related thereto is otherwise included in the Budget;

                  (d) Renewals, extensions, refinancings and refundings of
Indebtedness permitted by clause (c) of this Section 8.1; provided, however,
that any such renewal, extension, refinancing or refunding is in an aggregate
principal amount not greater than the principal amount of the Indebtedness being
renewed, extended, refinanced or refunded;

                  (e) Indebtedness arising from intercompany loans among the
Borrower and the Subsidiary Guarantors; and

                  (f) Indebtedness of the Borrower to Green Tree Finance Corp. -
Five and Green Tree Residual Finance Corp. I to the extent and under the
circumstances set forth in the Lehman Order; provided that such Indebtedness may
only be repaid at such times as is set forth in the Lehman Order.

                  Section 8.2. Liens, Etc. Such Loan Party will not, and will
not permit any of its Subsidiaries to, create or suffer to exist, any Lien upon
or with respect to any of its properties or assets, whether now owned or
hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any
right to receive income, except for:

                  (a) Liens created pursuant to the Loan Documents and the
Orders (including the Adequate Protection Liens, as defined therein);

                  (b) Superior Liens;

                  (c) Customary Permitted Liens of the Loan Parties and their
respective Subsidiaries;

                  (d) purchase money Liens granted by such Loan Party or any
Subsidiary thereof (including the interest of a lessor under a Capital Lease and
Liens to which any property is subject at the time of such Loan Party's or
Subsidiary's acquisition thereof) securing Indebtedness permitted under Section
8.1(d) and limited in each case to the property purchased with the proceeds of
such purchase money Indebtedness or subject to such Capital Lease; and

                  (e) any Lien securing the renewal, extension, refinancing or
refunding of any Indebtedness secured by any Lien permitted by clause (d) of
this Section 8.2 without any change in the assets subject to such Lien.

                  Section 8.3. Investments. Such Loan Party will not, and will
not permit any of its Subsidiaries to, directly or indirectly make or maintain
any Investment except:

                  (a) Investments existing on the date of this Agreement and
disclosed on Schedule 8.3;

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<PAGE>

                  (b) Cash Equivalents held in a Cash Collateral Account or a
Control Account with respect to which the Administrative Agent, for the benefit
of the Secured Parties, has a first priority perfected Lien;

                  (c) Accounts, Contract Rights, Chattel Paper, notes receivable
and similar items arising or acquired in the ordinary course of business
consistent with the past practice of such Loan Party or any Subsidiary thereof;

                  (d) Investments received in settlement of amounts due to such
Loan Party or any Subsidiary thereof effected in the ordinary course of
business;

                  (e) Investments by (i) the Borrower in any Subsidiary
Guarantor consistent with the Budget, (ii) a Subsidiary Guarantor in the
Borrower and (iii) a Subsidiary of the Borrower that is not a Loan Party in the
Borrower or a Subsidiary Guarantor or any other Subsidiary of the Borrower;

                  (f) loans or advances to employees of such Loan Party or any
Subsidiary thereof in the ordinary course of business, which loans and advances
shall not exceed the aggregate outstanding principal amount of $1,000,000 at any
time;

                  (g) Investments in Approved Deposit Accounts with respect to
which the Administrative Agent, for the benefit of the Secured Parties, has a
first priority perfected Lien;

                  (h) Investments by the Borrower in Green Tree Finance Corp. -
Five consisting of the transfer of Whole Loans (as defined in the Lehman Order)
under the circumstances, in such amounts and under the conditions set forth in
the Lehman Order.

                  Section 8.4. Sale of Assets. Such Loan Party will not, and
will not permit any of its Subsidiaries to, sell, convey, transfer, lease or
otherwise dispose of, any of its assets or any interest therein (including the
sale or factoring at maturity or collection of any accounts) to any Person, or
permit or suffer any other Person to acquire any interest in any of its assets
or, in the case of any such Subsidiary, issue or sell any shares of such
Subsidiary's Stock or Stock Equivalent (any such disposition being an "Asset
Sale"), except the following sales (provided that any prepayments required under
Section 2.8 are made in connection therewith):

                  (a) the sale to Lehman Brothers Holdings Inc. or its
Affiliates of up to $318,000,000 outstanding principal balance of Loans (as
defined in the Asset Purchase Agreement) subject to the Lehman Warehouse
Facility (as defined in the Asset Purchase Agreement) and up to $150,000,000 per
calendar month in outstanding principal balance of Loans (as defined in the
Asset Purchase Agreement) originated with the proceeds of the Additional Lehman
Debt Amount (as defined in the Asset Purchase Agreement) and at a price at not
less than such outstanding principal balance;

                  (b) a sale of assets pursuant to the Asset Purchase Agreement
provided the Obligations are repaid to the extent required pursuant to Section
2.8 on the date of consummation of such sale; and

                  (c) the sale of assets listed on Schedule 8.4.

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<PAGE>

                  Section 8.5. Restricted Payments. Such Loan Party will not,
and will not permit any of its Subsidiaries to, directly or indirectly, declare,
order, pay, make or set apart any sum for any Restricted Payment except (a)
Restricted Payments by any Loan Party to another Loan Party and (b) Restricted
Payments in respect of Permitted Prepetition Claim Payments.

                  Section 8.6. Restriction on Fundamental Changes. Such Loan
Party will not, and will not permit any of its Subsidiaries, to (a) merge with
any Person, (b) consolidate with any Person, (c) acquire all or substantially
all of the Stock or Stock Equivalents of any Person, (d) acquire all or
substantially all of the assets of any Person or all or substantially all of the
assets constituting the business of a division, branch or other unit operation
of any Person, (e) enter into any joint venture or partnership with any Person
or (f) acquire or create any Subsidiary.

                  Section 8.7. Change in Nature of Business. Such Loan Party
will not, and will not permit any of its Subsidiaries to, make any material
change in the nature or conduct of its business as carried on at the date
hereof.

                  Section 8.8. Transactions with Affiliates. Such Loan Party
will not, and will not permit any of its Subsidiaries to, except as otherwise
expressly permitted herein, (a) make any Investment in an Affiliate of the
Borrower other than a Loan Party or, in the case of Subsidiaries (other than
Mill Creek and its Subsidiaries) that are not Loan Parties, investments in other
Subsidiaries except Mill Creek may only invest in Subsidiaries of Mill Creek,
(b) transfer, sell, lease, assign or otherwise dispose of any asset to any
Affiliate of the Borrower other than a Loan Party or, in the case of
Subsidiaries (other than Mill Creek and its Subsidiaries) that are not Loan
Parties, to other Subsidiaries or, in the case of Mill Creek and its
Subsidiaries, to Subsidiaries of Mill Creek, (c) merge into or consolidate with
or purchase or acquire assets from any Affiliate of the Borrower other than
merger or consolidation in which a Loan Party is the surviving entity, (d) repay
any Indebtedness to any Affiliate of the Borrower which is not a Loan Party or
(e) enter into any other transaction directly or indirectly with or for the
benefit of any Affiliate of the Borrower which is not a Loan Party (including
guaranties and assumptions of obligations of any such Affiliate), except for (i)
transactions in the ordinary course of business on a basis no less favorable to
such Loan Party as would be obtained in a comparable arm's-length transaction
with a Person not an Affiliate and (ii) salaries and other employee compensation
to officers or directors of the Loan Parties commensurate with current
compensation levels.

                  Section 8.9. Restrictions on Subsidiary Distributions; No New
Negative Pledge. Other than pursuant to the Loan Documents and any agreements
governing any purchase money Indebtedness or Capital Lease Obligations permitted
by Section 8.1 (d) or (e) (in which latter case, any prohibition or limitation
shall only be effective against the assets financed thereby), such Loan Party
will not, and will not permit any of its Subsidiaries to, (a) agree to enter
into or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of such Loan Party or Subsidiary to pay
dividends or make any other distribution or transfer of funds or assets or make
loans or advances to or other Investments in, or pay any Indebtedness owed to,
any Loan Party or Subsidiary or (b) enter into or suffer to exist or become
effective any agreement which prohibits or limits the ability of any Loan Party
or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, to secure the Obligations,

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<PAGE>

including any agreement which requires other Indebtedness or Contractual
Obligation to be equally and ratably secured with the Obligations.

                  Section 8.10. Modification of Constituent Documents. Such Loan
Party will not, and will not permit any of its Subsidiaries to, change its
capital structure (including in the terms of its outstanding Stock) or otherwise
amend its Constituent Documents, except for changes and amendments which do not
materially affect the rights and privileges of such Loan Party or Subsidiary, or
the interests of the Administrative Agent and the Lenders under the Loan
Documents or in the Collateral.

                  Section 8.11. Accounting Changes; Fiscal Year. Such Loan Party
will not, and will not permit any of its Subsidiaries to, change its (a)
accounting treatment and reporting practices or tax reporting treatment, except
as required by GAAP or any Requirement of Law and disclosed to the Lenders and
the Administrative Agent or (b) Fiscal Year.

                  Section 8.12. Margin Regulations. The Borrower will not use
all or any portion of the proceeds of any credit extended hereunder to purchase
or carry Margin Stock.

                  Section 8.13. Sale/Leasebacks. Such Loan Party will not, and
will not permit any of its Subsidiaries to, enter into any sale and leaseback
transaction.

                  Section 8.14. No Speculative Transactions. Such Loan Party
will not, and will not permit any of its Subsidiaries to, engage in any
speculative transaction or in any transaction involving Hedging Contracts except
for the sole purpose of hedging in the normal course of business and consistent
with industry practices.

                  Section 8.15. Compliance with ERISA. Such Loan Party will not,
and will not permit any of its Subsidiaries to, or cause or permit any ERISA
Affiliate to, cause or permit to occur (a) an event which could result in the
imposition of a Lien under Section 412 of the Code or Section 302 or 4068 of
ERISA or (b) an ERISA Event (other than the Cases) that would have a Material
Adverse Effect.

                  Section 8.16. Environmental. Such Loan Party will not, and
will not permit any of its Subsidiaries to, allow a Release of any Contaminant
in violation of any Environmental Law; provided, however, that such Loan Party
or Subsidiary shall not be deemed in violation of this Section 8.16 if, as the
consequence of all such Releases, such Loan Party or Subsidiary would not incur
Environmental Liabilities and Costs in excess of $500,000 in the aggregate.

                  Section 8.17. Chapter 11 Claims; Payment of Prepetition
Claims. (a) Such Loan Party will not, and will not permit any of its
Subsidiaries to, (i) incur, create, assume, suffer to exist or permit any
administrative expense, unsecured claim or other Super-Priority Claim or lien
which is pari passu with or senior to the claims of the Secured Parties against
the Loan Parties hereunder or (ii) apply to the Bankruptcy Court for authority
to do so, except with respect to the Carve-Out.

                  (b) Such Loan Party will not, and will not permit any of its
Subsidiaries to, make any payments with respect to Indebtedness relating to
pre-Petition Date obligations, other than (i) as permitted under the Orders,
(ii) as permitted by the Bankruptcy Court pursuant to the

                                       71
<PAGE>

First Day Orders, including pre-Petition Date wages and benefits and other
employee-related claims, in amounts not to exceed the amounts contemplated by
the Budget, and (iii) as otherwise permitted under this Agreement as Permitted
Prepetition Claim Payments.

                  Section 8.18. No Modification to Bankruptcy Court Orders. Such
Loan Party will not, and will not permit any of its Subsidiaries to, make or
permit to be made any change, amendment or modification, or any application or
motion for any change, amendment or modification, to either Order without the
prior written consent of the Lenders or to the Interim 9019 Order, the 9019
Order, the Bidding Procedures Order or the Sale Order without the prior written
consent of the Requisite Lenders. The Borrower will not amend the Purchase Price
(as defined in the Asset Purchase Agreement) payable in the event of a purchase
of the Purchased Assets (including the Pledged Mill Creek Securities) below an
amount sufficient to repay the Obligations in full.

                  Section 8.19. Operations of CFCC. CFCC will not engage in any
transaction outside of the ordinary course of business.

                                   ARTICLE IX

                                Events Of Default

                  Section 9.1. Events of Default. Each of the following events
shall be an Event of Default:

                  (a) The Borrower or CFCC shall fail to pay any principal of
any Loan when the same becomes due and payable;

                  (b) The Borrower or CFCC shall fail to pay any interest on any
Loan, any fee under any of the Loan Documents or any other Obligation (other
than the Obligations referred to in clause (a) above) and such non-payment
continues for a period of three Business Days after the due date therefor;

                  (c) Any representation or warranty made or deemed made by any
Loan Party in any Loan Document or by any Loan Party (or any of its officers) in
connection with any Loan Document shall prove to have been incorrect in any
material respect when made or deemed made;

                  (d) Any Loan Party shall fail to perform or observe (i) any
term, covenant or agreement contained in Article V, Section 6.1, 6.2, 7.1, 7.6,
7.9, 7.11 or 7.12 or Article VIII, or (ii) any other term, covenant or agreement
contained in this Agreement or in any other Loan Document if such failure under
this clause (ii) shall remain unremedied for 30 days after the earlier of the
date on which (A) a Responsible Officer of any Loan Party or any Subsidiary
thereof becomes aware of such failure or (B) written notice thereof shall have
been given to the Borrower by the Administrative Agent or any Lender;

                  (e) (i) Any Loan Party or any Subsidiary thereof shall fail to
make any payment on any Indebtedness (other than the Obligations) of such Loan
Party or Subsidiary (or any Guaranty Obligation in respect of Indebtedness of
any other Person) having a principal

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amount of $500,000 or more, other than Indebtedness existing prior to the
Petition Date, when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), (ii) any
other event shall occur or condition shall exist under any agreement or
instrument relating to any such Indebtedness, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness, or (iii) any such Indebtedness shall become or be declared to
be due and payable, or required to be prepaid or repurchased (other than by a
regularly scheduled required prepayment), prior to the stated maturity thereof;

                  (f) The Loan Documents and the Orders shall, for any reason,
cease to create a valid Lien on any of the Collateral purported to be covered
thereby or such Lien shall cease to be a perfected Lien having the priority
provided for herein pursuant to section 364 of the Bankruptcy Code against each
Loan Party, or any Loan Party shall so allege in any pleading filed in any court
or any material provision of any Loan Document shall, for any reason, cease to
be valid and binding on each Loan Party party thereto or any Loan Party shall so
state in writing;

                  (g) One or more judgments or orders (or other similar process)
involving, in any single case or in the aggregate, an amount in excess of
$500,000 in the case of a money judgment, to the extent not covered by
insurance, shall be rendered against one or more Loan Party or any of their
respective Subsidiaries and shall remain unpaid and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be any period of 20 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect;

                  (h) An ERISA Event (other than the Cases) shall occur and the
amount of all liabilities and deficiencies resulting therefrom, whether or not
assessed, would reasonably be likely to have a Material Adverse Effect.

                  (i) Any of the Cases shall be dismissed (or the Bankruptcy
Court shall make a ruling requiring the dismissal of the Cases, which ruling has
not been stayed) or converted to a case under chapter 7 of the Bankruptcy Code,
or any Loan Party shall file any pleading requesting any such relief; or an
application shall be filed by any Loan Party for the approval of, or there shall
arise, (i) any other Claim having priority senior to or pari passu with the
claims of the Administrative Agent and the Lenders under the Loan Documents and
the Orders or any other claim having priority over any or all administrative
expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy
Code (other than the Carve-Out) or (ii) any Lien on the Collateral having a
priority senior to or pari passu with the Liens and security interests granted
herein and in the Orders, except as expressly provided herein or therein;

                  (j) The Bankruptcy Court shall enter (i) an order approving
payment of any prepetition Claim other than a Permitted Prepetition Claim
Payment, provided that the Borrower shall be in compliance with the Budget when
such order is entered and when such payment is made, (ii) an order approving a
First Day Order not approved by the Administrative Agent and the Requisite
Lenders, (iii) a Non-Stayed Order granting relief from the automatic stay
applicable under section 362 of the Bankruptcy Code to any holder of any
security interest to permit foreclosure on any assets (other than certain assets
identified by the Borrower and agreed to by the Administrative Agent and the
Requisite Lenders) having a book value in excess of

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$500,000 in the aggregate or (iv) an order, except to the extent the same would
not constitute a Default under any of the previous clauses, approving any
settlement or other stipulation requiring payment prior to the Effective Date on
account of any claim of any creditor of any Loan Party, or otherwise providing
for payments as adequate protection or otherwise to such creditor individually
or in the aggregate in excess of $500,000 for any and all such creditors payable
prior to the date of consummation of a Plan of Reorganization of the Loan
Parties;

                  (k) (i) The Interim Order shall cease to be in full force and
effect and the Final Order shall not have been entered prior to such cessation,
(ii) the Final Order shall not have been entered by the Bankruptcy Court on or
before the 30th day following the Closing Date, (iii) from and after the date of
entry thereof, the Final Order shall cease to be in full force and effect, (iv)
any Loan Party shall fail to comply with the terms of the Orders in any material
respect or (v) either Order shall be amended, supplemented, stayed, reversed,
vacated or otherwise modified (or any of the Loan Parties shall apply for
authority to do so) without the written consent of the Lenders;

                  (l) The Bankruptcy Court shall enter an order appointing a
responsible officer or an examiner with powers beyond the duty to investigate
and report, as set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code,
in any of the Cases;

                  (m) There shall occur a Material Adverse Change or any event
or circumstances which would have a Material Adverse Effect (including, without
limitation, in the case of CFCC, the commencement of voluntary or involuntary
bankruptcy, insolvency or similar proceedings);

                  (n) One or more of the Loan Parties or any Subsidiaries of any
such loan Parties shall have entered into one or more consent or settlement
decrees or agreements or similar arrangements with a Governmental Authority or
one or more judgments, orders, decrees or similar actions shall have been
entered against one or more of the Loan Parties or any Subsidiaries of such Loan
Parties based on or arising from the violation of or pursuant to any
Environmental Law, or the generation, storage, transportation, treatment,
disposal or Release of any Contaminant and, in connection with all the
foregoing, the Loan Parties and any Subsidiaries such Loan Parties are likely to
incur Environmental Liabilities and Costs in excess of $500,000 in the
aggregate;

                  (o) The financial results of the Borrower during any one week
period shall be more than a 10% adverse variation from any line item in the
Budget (but not in excess of $5,000,000 for the first week included in the
Budget and $1,000,000 for each subsequent week) it being understood that
expenditures not made in any specific week may be made in a subsequent week for
the same purpose; or

                  (p) (i) The 9019 Order shall not have been entered on or
before 30 Business Days (APA Method) after the Petition Date, (ii) from and
after the date of entry thereof, the 9019 Order or the Interim 9019 Order shall
cease to be in full force and effect, (iii) any Loan Party shall fail to comply
with the terms of the 9019 Order or the Interim 9019 Orders in any material
respect or (iv) either the 9019 Order or the Interim 9019 Order shall be
amended, supplemented,

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stayed, reversed, vacated or otherwise modified (or any of the Loan Parties
shall apply for authority to do so) without the written consent of the
Administrative Agent; or

                  (q) The Lehman Order shall be amended, supplemented, stayed,
reversed, vacated or otherwise modified (or any of the Loan Parties shall apply
for authority to do so) without the written consent of the Administrative Agent
or the Lehman Documents shall be amended, modified or supplemented without the
consent of the Administrative Agent or Green Tree Finance Corp. - Five or Lehman
(as defined in the Lehman Order) shall fail to perform their obligations under
the Lehman Order, including the obligation of Green Tree Finance Corp. - Five to
make loans to the Borrower in such amounts and at such times as are required
under the Order.

                  Section 9.2. Remedies. Upon the occurrence and during the
continuance of any Event of Default, without further order of, application to or
action by the Bankruptcy Court, the Administrative Agent (a) may, and at the
request of the Requisite Lenders shall, by notice to the Borrower declare that
all or any portion of the Credit Commitments be terminated, whereupon the
obligation of each Lender to make any Loan shall immediately terminate and/or
(b) may, and at the request of the Requisite Lenders shall, by notice to the
Borrower or CFCC, declare the Loans, all interest thereon and all other amounts
and Obligations payable under this Agreement or any of the other Loan Documents
to be forthwith due and payable, whereupon the Loans, all such interest and all
such amounts and Obligations shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower and CFCC. In addition, subject
solely to any requirement of the giving of notice by the terms of either Order,
the automatic stay provided in section 362 of the Bankruptcy Code shall be
deemed automatically vacated without further action or order of the Bankruptcy
Court or the Administrative Agent and, upon two Business Days' notice thereof to
the U.S. Trustee and the Committee, the Administrative Agent and the Lenders
shall be entitled to exercise all of their respective rights and remedies under
the Loan Documents, including all rights and remedies with respect to the
Collateral and the Guarantors.

                  Section 9.3. Intentionally Omitted.

                  Section 9.4. Rescission. If at any time after termination of
the Credit Commitments and/or acceleration of the maturity of the Loans, the
Borrower and CFCC shall pay all arrears of interest and all payments on account
of principal of the Loans which shall have become due otherwise than by
acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified herein) and all Events of Default and
Defaults (other than non-payment of principal of and accrued interest on the
Loans due and payable solely by virtue of acceleration) shall be remedied or
waived pursuant to Section 13.1, then upon the written consent of the Requisite
Lenders and written notice to the Borrower, the termination of the Credit
Commitments and/or the acceleration and their consequences may be rescinded and
annulled; provided, however, that such action shall not affect any subsequent
Event of Default or Default or impair any right or remedy consequent thereon.
The provisions of the preceding sentence are intended merely to bind the Lenders
to a decision which may be made at the election of the Requisite Lenders and
they are not intended to benefit the Borrower and do not give the Borrower the
right to require the Lenders to rescind or annul any acceleration hereunder,
even if the conditions set forth herein are met.

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                                   ARTICLE X

                                    Guaranty

                  Section 10.1. The Guaranty. In order to induce the Lenders to
enter into this Agreement and to extend credit hereunder and in recognition of
the direct benefits to be received by each Guarantor from the proceeds of the
Loans, each Guarantor hereby agrees with the Administrative Agent and the
Lenders that such Guarantor hereby unconditionally and irrevocably, jointly and
severally, guarantees as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, by acceleration or otherwise, of
any and all of the Obligations of the Borrower to the Lenders. If any or all of
the Obligations of the Borrower to the Lenders become due and payable hereunder,
each Guarantor, jointly and severally, unconditionally promises to pay such
Obligations to the Lenders, or order, on demand, together with any and all
reasonable expenses which may be incurred by the Administrative Agent or the
Lenders in collecting any of the Obligations. Notwithstanding any provision to
the contrary contained in this Agreement, the guarantee by CIHC under this
Article X shall constitute a pre-Petition unsecured claim and the Obligations
guaranteed by such guarantee shall include only the Term Loan Obligations. In
order to induce the Lenders to enter into this Agreement and to extend credit
hereunder and in recognition of the direct benefits to be received by each
Guarantor from the proceeds of the Loans, the Borrower hereby agrees with the
Administrative Agent and the Lenders that the Borrower hereby unconditionally
and irrevocably, jointly and severally, guarantees as primary obligor and not
merely as surety the full and prompt payment when due, whether upon maturity, by
acceleration or otherwise, of any and all of the Obligations of CFCC to the
Lenders. For purposes of such guaranty, the Borrower shall be treated as a
Guarantor under this Article X.

                  Section 10.2. Nature of Liability. The liability of each
Guarantor hereunder is exclusive and independent of any security for or other
guaranty of the Obligations of the Borrower whether executed by such Guarantor,
any other Guarantor, any other guarantor or by any other party, and the
liability of each Guarantor hereunder shall not be affected or impaired by (a)
any direction as to application of payment by the Borrower, CFCC or by any other
party, (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the Obligations of the
Borrower or CFCC or any payment on or in reduction of any such other guaranty or
undertaking, (d) any dissolution, termination or increase, decrease or change in
personnel by the Borrower or CFCC or (e) any payment made to the Administrative
Agent or the Lenders on the Indebtedness which the Administrative Agent or such
Lenders repay to the Borrower or CFCC pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
each Guarantor waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding.

                  Section 10.3. Independent Obligation. The obligations of each
Guarantor hereunder are independent of the obligations of any other Guarantor,
any other guarantor or the Borrower, and a separate action or actions may be
brought and prosecuted against each Guarantor whether or not action is brought
against any other Guarantor, any other guarantor or the Borrower and whether or
not any other Guarantor, any other guarantor or the Borrower is joined in any
such action or actions. Each Guarantor waives, to the fullest extent permitted
by law, the benefit of any statute of limitations affecting its liability
hereunder or the enforcement

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thereof. Any payment by the Borrower or other circumstance which operates to
toll any statute of limitations as to the Borrower shall operate to toll the
statute of limitations as to the Guarantor.

                  Section 10.4. Authorization. Each Guarantor authorizes the
Administrative Agent and the Lenders without notice or demand (except as shall
be required by applicable statute and cannot be waived), and without affecting
or impairing its liability hereunder, from time to time to:

                  (a) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew, increase, accelerate or alter,
any of the Obligations (including any increase or decrease in the rate of
interest thereon), any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the Guaranty herein made shall apply to the
Obligations as so changed, extended, renewed or altered;

                  (b) take and hold security for the payment of the Obligations
and sell, exchange, release, surrender, realize upon or otherwise deal with in
any manner and in any order any property by whomsoever at any time pledged or
mortgaged to secure, or howsoever securing, the Obligations or any liabilities
(including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof, and/or any offset there against;

                  (c) exercise or refrain from exercising any rights against the
Borrower, CFCC or others or otherwise act or refrain from acting;

                  (d) release or substitute any one or more endorsers,
guarantors, the Borrower, CFCC or other obligors;

                  (e) settle or compromise any of the Obligations, any security
therefor or any liability (including any of those hereunder) incurred directly
or indirectly in respect thereof or hereof, or subordinate the payment of all or
any part thereof to the payment of any liability (whether due or not) of the
Borrower or CFCC to its creditors;

                  (f) apply any sums by whomsoever paid or howsoever realized to
any liability or liabilities of the Borrower or CFCC to the Lenders regardless
of what liability or liabilities of such Guarantor or the Borrower remain
unpaid; and/or

                  (g) consent to or waive any breach of, or any act, omission or
default under, this Agreement or any of the instruments or agreements referred
to herein, or otherwise amend, modify or supplement this Agreement or any of
such other instruments or agreements.

                  Section 10.5. Reliance. It is not necessary for the
Administrative Agent or the Lenders to inquire into the capacity or powers of
the Borrower or its Subsidiaries or the officers, directors, partners or agents
acting or purporting to act on its behalf, and any Obligations made or created
in reliance upon the professed exercise of such powers shall be guaranteed
hereunder.

                  Section 10.6. Subordination. Any of the Indebtedness of the
Borrower or CFCC now or hereafter owing to any Guarantor is hereby subordinated
to the Obligations of the Borrower and CFCC; provided, however, that payment may
be made by the Borrower or CFCC

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on any such Indebtedness owing to such Guarantor so long as the same is not
prohibited by this Agreement; and provided further that if the Administrative
Agent so requests at a time when an Event of Default exists, all such
Indebtedness of the Borrower or CFCC to such Guarantor shall be collected,
enforced and received by such Guarantor as trustee for the Lenders and be paid
over to the Administrative Agent on behalf of the Lenders on account of the
Obligations of the Borrower to Lenders, but without affecting or impairing in
any manner the liability of such Guarantor under the other provisions of this
Guaranty. Prior to the transfer by any Guarantor of any note or negotiable
instrument evidencing any of the Indebtedness of the Borrower or CFCC to such
Guarantor, such Guarantor shall mark such note or negotiable instrument with a
legend that the same is subject to this subordination.

                  Section 10.7. Waiver.

                  (a) Each Guarantor waives any right (except as shall be
required by applicable statute and cannot be waived) to require the
Administrative Agent or the Lenders to (i) proceed against the Borrower or CFCC,
any other Guarantor, any other guarantor or any other party, (ii) proceed
against or exhaust any security held from the Borrower, CFCC, any other
Guarantor, any other guarantor or any other party or (iii) pursue any other
remedy in the Administrative Agent's or the Lenders' power whatsoever. Each
Guarantor waives (except as shall be required by applicable statute and cannot
be waived) any defense based on or arising out of any defense of the Borrower or
CFCC, any other Guarantor, any other guarantor or any other party other than
payment in full of the Obligations, including any defense based on or arising
out of the disability of the Borrower or CFCC, any other Guarantor, any other
guarantor or any other party, or the unenforceability of the Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of
the Borrower other than payment in full of the Obligations. Subject to the
giving of three Business Days' prior written notice in accordance with the
Orders, the Administrative Agent and the Lenders may, at their election,
foreclose on any security held by the Administrative Agent or the Lenders by one
or more judicial or nonjudicial sales, whether or not every aspect of any such
sale is commercially reasonable (to the extent such sale is permitted by
applicable law), or exercise any other right or remedy the Administrative Agent
and the Lenders may have against the Borrower, CFCC or any other party, or any
security, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Obligations have been paid. Each
Guarantor waives any defense arising out of any such election by the
Administrative Agent and the Lenders, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of such Guarantor against the Borrower or any other party or any
security.

                  (b) Each Guarantor waives all presentments, demands for
performance, protests and notices, including without limitation notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this Guaranty, and notices of the existence, creation or incurring of new or
additional Obligations. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower's financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the Obligations
and the nature, scope and extent of the risks which such Guarantor assumes and
incurs hereunder, and agrees that the Administrative Agent and the Lenders shall
have no duty to advise such Guarantor of information known to them regarding
such circumstances or risks.

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<PAGE>

                  Section 10.8. Limitation on Enforcement. The Lenders agree
that this Guaranty as to the Subsidiary Guarantors may be enforced only by the
action of the Administrative Agent, in each case acting upon the instructions of
the Requisite Lenders and as to the Parent Guarantor only by action of an agent
of the holders of the majority of the outstanding principal amount of Term
Loans. The Lenders agree that no Lender shall have any right individually to
seek to enforce or to enforce this Guaranty it being understood and agreed that
such rights and remedies may be exercised by the Administrative Agent or such
agent for the benefit of the Lenders (or, in the case of the enforcement against
the Parent Guarantor, the Term Loan Lenders) upon the terms of this Agreement.

                                   ARTICLE XI

                                    Security

                  Section 11.1. Security.

                  (a) To induce the Lenders to make the Loans, each Grantor
hereby grants to the Administrative Agent, for itself and for the ratable
benefit of the Secured Parties, as security for the full, prompt and complete
payment when due (whether at stated maturity, by acceleration or otherwise) of
the Obligations hereunder, a continuing first priority Lien and security
interest in the Collateral (subject and subordinate only to the Superior Liens
on the Collateral). For purposes of this Agreement, all of the following
property now owned or at any time hereafter acquired by a Grantor or in which a
Grantor now has or at any time in the future may acquire any right, title or
interests is collectively referred to as the "Collateral":

                      (i)    all Accounts;

                      (ii)   all Chattel Paper;

                      (iii)  all Deposit Accounts;

                      (iv)   all Documents;

                      (v)    all Equipment;

                      (vi)   all General Intangibles;

                      (vii)  all Instruments;

                      (viii) all Inventory;

                      (ix)   all Investment Property;

                      (x)    all Letter of Credit Rights;

                      (xi)   all Real Property;

                      (xii)  all Vehicles;

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                      (xiii) the Commercial Tort Claims described on Schedule
11.1;

                      (xiv)  all books and records pertaining to the property
described in this Section 11.1;

                      (xv)   all other goods and personal property of such
Grantor, whether tangible or intangible, wherever located;

                      (xvi)  all property of any Grantor held by the
Administrative Agent or any Secured Party, including all property of every
description, in the possession or custody of or in transit to the Administrative
Agent or such Secured Party for any purpose, including safekeeping, collection
or pledge, for the account of such Grantor, or as to which such Grantor may have
any right or power;

                      (xvii) to the extent not otherwise included, all monies
and other property of any kind which is, after the Petition Date, received by
such Grantor in connection with refunds with respect to taxes, assessments and
governmental charges imposed on such Grantor or any of its property or income;

                      (xviii) to the extent not otherwise included, all causes
of action (including claims of the Grantors under sections 544, 545, 547 and 548
of the Bankruptcy Code) and all monies and other property of any kind received
therefrom, and all monies and other property of any kind recovered by any
Grantor; and

                      (xix)  to the extent not otherwise included, all Proceeds.

                  (b) Not in limitation of anything else to the contrary set
forth in this Section 11, upon entry of the Interim Order or Final Order, to
provide security for the repayments of the Loans and the payment of the other
Obligations of the Borrower and the Guarantors hereunder and under the other
Loan Documents, the Borrower and each Guarantor hereby grant to the
Administrative Agent and the Lenders the following:

                      (i) with respect to the Obligations of the Borrower
hereunder, and the guarantee obligations of the Guarantors hereunder in respect
thereof, an allowed administrative expense claim in each of the Cases, as
applicable, pursuant to section 364(c)(1) of the Bankruptcy Code having priority
over all administrative expenses of the kind specified in sections 503(b) and
507(b) of the Bankruptcy Code (except the guarantee obligations of the Parent
Guarantor shall constitute prepetition general unsecured claims against the
Parent Guarantor);

                      (ii) a perfected, first-priority Lien (as defined below),
pursuant to section 364(c)(2) of the Bankruptcy Code, upon all unencumbered
property (including (i) real and tangible personal property subject to Liens or
security interests which may be avoided pursuant to the Bankruptcy Code, but
only to the extent so avoided and (ii) any avoidance actions arising under the
Bankruptcy Code) of the Borrower and the Subsidiary Guarantors, all cash and
Cash Equivalents in the Cash Collateral Account;

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                      (iii) a perfected, second-priority Lien, pursuant to
section 364(c)(3) of the Bankruptcy Code, upon all of the property (other than
the Primed Collateral) of the Borrower and the Guarantors that is subject to
Liens permitted by this Agreement, junior to such permitted Liens (except as
otherwise provided herein and in the Orders); and

                      (iv) a perfected, first priority, priming Lien, pursuant
to section 364(d)(1) of the Bankruptcy Code, upon all of the Primed Collateral
which Liens in favor of the Administrative Agent and the Lenders shall be senior
in all respects to all other Liens thereon granted on or prior to the Petition
Date, including Liens granted under the Mill Creek U.S. Bank Pledge Agreement
and the CFSC Pledge Agreement securing the Parity Public Debt;

subject and subordinate in each case with respect to subparagraphs (i) through
(iv) above only to the Superior Liens.

                  Section 11.2. Perfection of Security Interests.

                  (a) Each Grantor shall, at its expense, perform any and all
reasonable steps requested by the Administrative Agent at any time to perfect,
maintain, protect, and enforce the Lenders' security interest in the Collateral
of such Grantor, including (i) executing and filing financing, in lieu or
continuation statements, and amendments thereof, in form and substance
satisfactory to the Administrative Agent, (ii) maintaining complete and accurate
stock records, (iii) using its best efforts in delivering to the Administrative
Agent negotiable warehouse receipts, if any, and, upon the Administrative
Agent's request therefor, non-negotiable warehouse receipts covering any portion
of the Collateral located in warehouses and for which warehouse receipts are
issued, (iv) placing notations on such Grantor's books of account to disclose
the Administrative Agent's security interest therein, (v) delivering to the
Administrative Agent all documents, certificates and Instruments necessary or
desirable to perfect the Administrative Agent's Lien in letters of credit on
which such Grantor is named as beneficiary and all acceptances issued in
connection therewith, (vi) after the occurrence and during the continuation of
an Event of Default, transferring Inventory maintained in warehouses to other
warehouses designated by the Administrative Agent and (vii) taking such other
steps as are deemed necessary or desirable to maintain the Administrative
Agent's security interest in the Collateral.

                  (b) Each Grantor hereby authorizes the Administrative Agent to
execute and file financing, in lieu or continuation statements on such Grantor's
behalf covering the Collateral. The Administrative Agent may file one or more
financing statements disclosing the Administrative Agent's security interest
under this Agreement without the signature of such Grantor appearing thereon.
Each Grantor shall pay the costs of, or incidental to, any recording or filing
of any financing statements concerning the Collateral. Each Grantor agrees that
a carbon, photographic, photostatic, or other reproduction of this Agreement or
of a financing statement is sufficient as a financing statement. If any
Collateral is at any time in the possession or control of any warehouseman,
bailee or such Grantor's agents or processors, such Grantor shall notify such
warehouseman, bailee, agents or processors of the Administrative Agent's
security interest, which notification shall specify that such Person shall, upon
the occurrence and during the continuance of an Event of Default, hold all such
Collateral for the Administrative Agent's

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account subject to the Administrative Agent's instructions. From time to time,
each Grantor shall, upon the Administrative Agent's request, execute and deliver
written instruments pledging to the Administrative Agent the Collateral
described in any such instruments or otherwise, but the failure of such Grantor
to execute and deliver such confirmatory instruments shall not affect or limit
the Administrative Agent's security interest or other rights in and to the
Collateral. Until all Obligations have been fully satisfied and the Credit
Commitments shall have been terminated, the Administrative Agent's security
interest in the Collateral, and all Proceeds and products thereof, shall
continue in full force and effect.

                  (c) Notwithstanding subsections (a) and (b) of this Section
11.2, or any failure on the part of any Grantor or the Administrative Agent to
take any of the actions set forth in such subsections, the Liens and security
interests granted herein shall be deemed valid, enforceable and perfected by
entry of the Interim Order and the Final Order, as applicable. No financing
statement, notice of lien, mortgage, deed of trust or similar instrument in any
jurisdiction or filing office need be filed or any other action taken in order
to validate and perfect the Liens and security interests granted by or pursuant
to this Agreement, the Interim Order or the Final Order.

                  Section 11.3. Rights of Lenders; Limitations on Lenders'
Obligations.

                  (a) Subject to each Grantor's rights and duties under the
Bankruptcy Code (including section 365 of the Bankruptcy Code), it is expressly
agreed by each Grantor that, anything herein to the contrary notwithstanding,
such Grantor shall remain liable under its Contracts to observe and perform all
the conditions and obligations to be observed and performed by it thereunder.
Neither the Administrative Agent nor any Secured Party shall have any obligation
or liability under any Contract by reason of or arising out of this Agreement,
the Loan Documents, or the granting to the Administrative Agent of a security
interest therein or the receipt by the Administrative Agent or any Lender of any
payment relating to any Contract pursuant hereto, nor shall the Administrative
Agent be required or obligated in any manner to perform or fulfill any of the
obligations of any Grantor under or pursuant to any Contract, or to make any
payment, or to make any inquiry as to the nature or the sufficiency of any
payment received by it or the sufficiency of any performance by any party under
any Contract, or to present or file any claim, or to take any action to collect
or enforce any performance or the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.

                  (b) Subject to Section 11.5 hereof, the Administrative Agent
authorizes each Grantor to collect its Accounts; provided that such collection
is performed in accordance with such Grantor's customary procedures, and the
Administrative Agent may, upon the occurrence and during the continuation of any
Event of Default and without notice, other than any requirement of notice
provided in the Orders, limit or terminate said authority at any time.

                  (c) Subject to any requirement of notice provided in the
Orders, the Administrative Agent may at any time, upon the occurrence and during
the continuation of any Event of Default, after first notifying the Borrower of
its intention to do so, notify Account Debtors, notify the other parties to the
Contracts of the Borrower or any other Grantor, notify obligors of Instruments
and Investment Property of the Borrower or any other Grantor and notify obligors
in respect of Chattel Paper of the Borrower or any other Grantor that the right,
title and

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interest of the Borrower or such Grantor in and under such Accounts, such
Contracts, such Instruments, such Investment Property and such Chattel Paper
have been assigned to the Administrative Agent and that payments shall be made
directly to the Administrative Agent. Subject to any requirement of notice
provided in the Orders, upon the request of the Administrative Agent, the
Borrower or such other Grantor will so notify such Account Debtors, such parties
to Contracts, obligors of such Instruments and Investment Property and obligors
in respect of such Chattel Paper. Subject to any requirement of notice provided
in the Orders, upon the occurrence and during the continuation of an Event of
Default, the Administrative Agent may in its own name, or in the name of others,
communicate with such parties to such Accounts, Contracts, Instruments,
Investment Property and Chattel Paper to verify with such Persons to the
Administrative Agent's reasonable satisfaction the existence, amount and terms
of any such Accounts, Contracts, Instruments, Investment Property or Chattel
Paper.

                  (d) The Administrative Agent shall have the right to make test
verification of the Accounts in any manner and through any medium that it
considers advisable, and each Grantor agrees to furnish all such assistance and
information as the Administrative Agent may require in connection therewith.
Each Grantor, at its expense, will cause certified independent public
accountants satisfactory to the Requisite Lenders to prepare and deliver to the
Administrative Agent at any time and from time to time, promptly upon the
Administrative Agent's request, the following reports: (i) a reconciliation of
all Accounts of such Grantor, (ii) an aging of all Accounts of such Grantor,
(iii) trial balances and (iv) a test verification of such Accounts as the
Administrative Agent may request. The Administrative Agent shall have the right
at any time to conduct periodic audits of the Accounts of any Grantor at the
expense of the Borrower.

                  Section 11.4. Covenants of the Loan Parties with Respect to
Collateral. Each Grantor hereby covenants and agrees with the Administrative
Agent that from and after the date of this Agreement and until the Obligations
are fully satisfied:

                  (a) Maintenance of Records. Such Grantor will keep and
maintain, at its own cost and expense, satisfactory and complete records of the
Collateral, in all material respects, including a record of all payments
received and all credits granted with respect to the Collateral and all other
dealings concerning the Collateral. For the Administrative Agent's further
security, each Grantor agrees that the Administrative Agent shall have a
property interest in all of such Grantor's books and records pertaining to the
Collateral and, upon the occurrence and during the continuation of an Event of
Default, such Grantor shall deliver and turn over any such books and records to
the Administrative Agent or to its representatives at any time on demand of the
Administrative Agent.

                  (b) Indemnification With Respect to Collateral. In any suit,
proceeding or action brought by the Administrative Agent relating to any
Account, Chattel Paper, Contract, General Intangible, Investment Property,
Instrument, Intellectual Property or other Collateral for any sum owing
thereunder or to enforce any provision of any Account, Chattel Paper, Contract,
General Intangible, Investment Property, Instrument, Intellectual Property or
other Collateral, such Grantor will save, indemnify and keep the Secured Parties
harmless from and against all expense, loss or damage suffered by the Secured
Parties by reason of any defense, setoff, counterclaim, recoupment or reduction
of liability whatsoever of the obligor thereunder, arising

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out of a breach by such Grantor of any obligation thereunder or arising out of
any other agreement, indebtedness or liability at any time owing to, or in favor
of, such obligor or its successors from such Grantor, and all such obligations
of such Grantor shall be and remain enforceable against and only against such
Grantor and shall not be enforceable against the Administrative Agent.

                  (c) Limitation on Liens on Collateral. Such Grantor will not
create, permit or suffer to exist, and will defend the Collateral against and
take such other action as is necessary to remove, any Lien on the Collateral
except Liens permitted under Section 8.2 and will defend the right, title and
interest of the Administrative Agent in and to all of such Grantor's rights
under the Accounts, Chattel Paper, Deposit Accounts, Leases, Real Estate,
Contracts, Documents, General Intangibles, Instruments, Investment Property,
Letter of Credit Rights, Vehicles and Commercial Tort Claims and to the
Intellectual Property, Equipment and Inventory and in and to the Proceeds
thereof against the claims and demands of all Persons whomsoever other than
claims or demands arising out of Liens permitted under Section 8.2.

                  (d) Limitations on Modifications of Accounts. Such Grantor
will not, without the Administrative Agent's prior written consent, grant any
extension of the time of payment of any of the Accounts, Chattel Paper or
Instruments, compromise, compound or settle the same for less than the full
amount thereof, release, wholly or partly, any Person liable for the payment
thereof, or allow any credit or discount whatsoever thereon other than any of
the foregoing which are done in the ordinary course of business, consistent with
past practices and trade discounts granted in the ordinary course of business of
such Grantor.

                  (e) Notices. Such Grantor will advise the Lenders promptly, in
reasonable detail, (i) of any Lien asserted against any of the Collateral other
than Liens permitted under Section 8.2 and (ii) of the occurrence of any other
event which would result in a Material Adverse Change with respect to the
aggregate value of the Collateral or on the security interests created
hereunder.

                  (f) Maintenance of Equipment. Such Grantor will keep and
maintain the Equipment in good operating condition sufficient for the
continuation of the business conducted by such Grantor on a basis consistent
with past practices, ordinary wear and tear excepted.

                  (g) Pledged Collateral.

                      (i) Upon request of the Administrative Agent, such Grantor
will (x) deliver to the Administrative Agent (or with respect to the Primed
Pledged Shares, the Sub-Agent), all certificates and Instruments representing or
evidencing any Pledged Collateral, whether now existing or hereafter acquired,
in suitable form for transfer by delivery or, as applicable, accompanied by such
Grantor's endorsement, where necessary, or duly executed instruments of transfer
or assignment in blank, all in form and substance satisfactory to the
Administrative Agent, together with a Pledge Amendment, duly executed by the
Grantor, in substantially the form of Exhibit F (a "Pledge Amendment"), in
respect of such Additional Pledged Collateral and authorizes the Administrative
Agent to attach each Pledge Amendment to this Agreement and (y) maintain all
other Pledged Collateral constituting Investment Property in a Control Account.
The Administrative Agent shall have the right, at any time in its discretion

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and without notice to the Grantor, to transfer to or to register in its name or
in the name of its nominees any or all of the Pledged Collateral. The
Administrative Agent shall have the right at any time to exchange certificates
or instruments representing or evidencing any of the Pledged Collateral for
certificates or instruments of smaller or larger denominations.

                      (ii) Except as provided in Section 11.7, such Grantor
shall be entitled to receive all cash dividends paid in respect of the Pledged
Collateral (other than liquidating or distributing dividends) with respect to
the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged
Collateral upon the liquidation or dissolution of any issuer of any of the
Pledged Collateral, any distribution of capital made on or in respect of any of
the Pledged Collateral or any property distributed upon or with respect to any
of the Pledged Collateral pursuant to the recapitalization or reclassification
of the capital of any issuer of Pledged Collateral or pursuant to the
reorganization thereof shall, unless otherwise subject to a perfected security
interest in favor of the Administrative Agent, be delivered to the
Administrative Agent to be held by it hereunder as additional collateral
security for the Secured Obligations. If any sums of money or property so paid
or distributed in respect of any of the Pledged Collateral shall be received by
such Grantor, such Grantor shall, until such money or property is paid or
delivered to the Administrative Agent, hold such money or property in trust for
the Administrative Agent, segregated from other funds of such Grantor, as
additional security for the Secured Obligations.

                      (iii) Except as provided in Section 11.7, such Grantor
will be entitled to exercise all voting, consent and corporate rights with
respect to the Pledged Collateral; provided, however, that no vote shall be
cast, consent given or right exercised or other action taken by such Grantor
which would impair the Collateral or which would be inconsistent with or result
in any violation of any provision of this Agreement or any other Loan Document
or, without prior notice to the Administrative Agent, to enable or take any
other action to permit any issuer of Pledged Collateral to issue any stock or
other equity securities of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any stock or
other equity securities of any nature of any issuer of Pledged Collateral.

                      (iv) Such Grantor shall not grant Control over any
Investment Property to any Person other than the Administrative Agent.

                      (v) In the case of each Grantor which is an issuer of
Pledged Collateral, such Grantor agrees to be bound by the terms of this
Agreement relating to the Pledged Collateral issued by it and will comply with
such terms insofar as such terms are applicable to it. In the case of each
Grantor which is a partner in a Partnership, such Grantor hereby consents to the
extent required by the applicable Partnership Agreement to the pledge by each
other Grantor, pursuant to the terms hereof, of the Pledged Partnership
Interests in such Partnership and to the transfer of such Pledged Partnership
Interests to the Administrative Agent or its nominee and to the substitution of
the Administrative Agent or its nominee as a substituted partner in such
Partnership with all the rights, powers and duties of a general partner or a
limited partner, as the case may be. In the case of each Grantor which is a
member of an LLC, such Grantor hereby consents to the extent required by the
applicable LLC Agreement to the pledge by each other Grantor, pursuant to the
terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of
such Pledged LLC Interests to the Administrative Agent or its nominee and

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to the substitution of the Administrative Agent or its nominee as a substituted
member of the LLC with all the rights, powers and duties of a member of the LLC
in question.

                      (vi) Such Grantor will not agree to any amendment of an
LLC Agreement or Partnership Agreement that in any way adversely affects the
perfection of the security interest of the Administrative Agent in the Pledged
Partnership Interests or Pledged LLC Interests pledged by such Grantor
hereunder, including any amendment electing to treat the membership interest or
partnership interest of such Grantor as a Security.

                  (h) Intellectual Property. Such Grantor will comply with the
following except where the failure to so comply would reasonably be likely to
have a Material Adverse Effect:

                      (i) Such Grantor (either itself or through licensees) will
(i) continue to use each Trademark that is Material Intellectual Property in
order to maintain such Trademark in full force and effect with respect to each
class of goods for which such Trademark is currently used, free from any claim
of abandonment for non-use, (ii) maintain as in the past the quality of products
and services offered under such Trademark, (iii) use such Trademark with the
appropriate notice of registration and all other notices and legends required by
applicable Requirements of Law, (iv) not adopt or use any mark which is
confusingly similar or a colorable imitation of such Trademark unless the
Administrative Agent shall obtain a perfected security interest in such mark
pursuant to this Agreement and (v) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby such
Trademark may become invalidated or impaired in any way.

                      (ii) Such Grantor (either itself or through licensees)
will not do any act, or omit to do any act, whereby any Patent which is Material
Intellectual Property may become forfeited, abandoned or dedicated to the
public.

                      (iii) Such Grantor (either itself or through licensees)
(i) will not (and will not permit any licensee or sublicensee thereof to) do any
act or omit to do any act whereby any portion of the Copyrights which is
Material Intellectual Property may become invalidated or otherwise impaired and
(ii) will not (either itself or through licensees) do any act whereby any
portion of the Copyrights which is Material Intellectual Property may fall into
the public domain.

                      (iv) Such Grantor (either itself or through licensees)
will not do any act, or omit to do any act, whereby any trade secret which is
Material Intellectual Property may become publicly available or otherwise
unprotectable.

                      (v) Such Grantor (either itself or through licensees) will
not do any act that knowingly uses any Material Intellectual Property to
infringe the intellectual property rights of any other Person.

                      (vi) Such Grantor will notify the Administrative Agent
immediately if it knows, or has reason to know, that any application or
registration relating to any Material Intellectual Property may become
forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
the United

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States Copyright Office or any court or tribunal in any country) regarding such
Grantor's ownership of, right to use, interest in, or the validity of, any
Material Intellectual Property or such Grantor's right to register the same or
to own and maintain the same.

                      (vii) Whenever such Grantor, either by itself or through
any agent, licensee or designee, shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office,
the United States Copyright Office or any similar office or agency within or
outside the United States, such Grantor shall report such filing to the
Administrative Agent within five Business Days after the last day of the fiscal
quarter in which such filing occurs. Upon request of the Administrative Agent,
such Grantor shall execute and deliver, and have recorded, any and all
agreements, instruments, documents, and papers as the Administrative Agent may
request to evidence the Administrative Agent's security interest in any
Copyright, Patent or Trademark and the goodwill and general intangibles of such
Grantor relating thereto or represented thereby.

                      (viii) Such Grantor will take all reasonable actions
necessary or requested by the Administrative Agent, including in any proceeding
before the United States Patent and Trademark Office, the United States
Copyright Office or any similar office or agency, to maintain and pursue each
application (and to obtain the relevant registration) and to maintain each
registration of any Copyright, Trademark or Patent that is Material Intellectual
Property, including filing of applications for renewal, affidavits of use,
affidavits of incontestability and opposition and interference and cancellation
proceedings.

                      (ix) In the event that any Material Intellectual Property
is infringed upon or misappropriated or diluted by a third party, such Grantor
shall notify the Administrative Agent promptly after such Grantor learns
thereof. Such Grantor shall take appropriate action in response to such
infringement, misappropriation or dilution, including promptly bringing suit for
infringement, misappropriation or dilution and to recover any and all damages
for such infringement, misappropriation or dilution, and shall take such other
actions as may be appropriate in its reasonable judgment under the circumstances
to protect such Material Intellectual Property.

                  Section 11.5. Performance by Agent of the Loan Parties'
Obligations. If any Grantor fails to perform or comply with any of its
agreements contained herein and the Administrative Agent, as provided for by the
terms of this Agreement, shall itself perform or comply, or otherwise cause
performance or compliance, with such agreement, the expenses of the
Administrative Agent incurred in connection with such performance or compliance,
together with interest thereon at the rate then in effect in respect of the
Loans, shall be payable by such Grantor to the Administrative Agent on demand
and shall constitute Obligations secured by the Collateral. Performance of such
Grantor's obligations as permitted under this Section 11.5 shall in no way
constitute a violation of the automatic stay provided by section 362 of the
Bankruptcy Code and each Grantor hereby waives applicability thereof. Moreover,
the Administrative Agent shall in no way be responsible for the payment of any
costs incurred in connection with preserving or disposing of Collateral pursuant
to section 506(c) of the Bankruptcy Code and the Collateral may not be charged
for the incurrence of any such cost.

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                  Section 11.6. Limitation on Administrative Agent's Duty in
Respect of Collateral. Neither the Administrative Agent nor any Lender shall
have any duty as to any Collateral in its possession or control or in the
possession or control of any agent or nominee of it or any income thereon or as
to the preservation of rights against prior parties or any other rights
pertaining thereto, except that the Administrative Agent shall, with respect to
the Collateral in its possession or under its control, deal with such Collateral
in the same manner as the Administrative Agent deals with similar property for
its own account. Upon request of the Borrower, the Administrative Agent shall
account for any moneys received by it in respect of any foreclosure on or
disposition of the Collateral of any Grantor.

                  Section 11.7. Remedies; Rights Upon Default.

                  (a) If any Event of Default shall occur and be continuing, the
Administrative Agent may exercise in addition to all other rights and remedies
granted to it in this Agreement and in any other Loan Document, all rights and
remedies of a secured party under the UCC. Without limiting the generality of
the foregoing, each Grantor expressly agrees that in any such event the
Administrative Agent, without demand of performance or other demand,
advertisement or notice of any kind (except the notice required by the Interim
Order or Final Order or the notice specified below of time and place of public
or private sale) to or upon such Grantor or any other Person (all and each of
which demands, advertisements and/or notices are hereby expressly waived to the
maximum extent permitted by the UCC and other applicable law), may forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, lease, assign, give an option or options to
purchase, or sell or otherwise dispose of and deliver said Collateral (or
contract to do so), or any part thereof, in one or more parcels at public or
private sale or sales, at any exchange or broker's board or at any of the
Administrative Agent's offices or elsewhere at such prices as it may deem best,
for cash or on credit or for future delivery without assumption of any credit
risk. The Administrative Agent shall have the right upon any such public sale or
sales to purchase the whole or any part of said Collateral so sold, free of any
right or equity of redemption, which equity of redemption each Grantor hereby
releases. Each Grantor further agrees, at the Administrative Agent's request, to
assemble the Collateral make it available to the Administrative Agent at places
which the Administrative Agent shall reasonably select, whether at such
Grantor's premises or elsewhere. The Administrative Agent shall apply the
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale (net of all expenses incurred by the Administrative Agent in connection
therewith, including attorney's fees and expenses), to the Obligations in the
order set forth in this Agreement, such Grantor remaining liable for any
deficiency remaining unpaid after such application, and only after so paying
over such net proceeds and after the payment by the Administrative Agent of any
other amount required by any provision of law need the Administrative Agent
account for the surplus, if any, to such Grantor. To the maximum extent
permitted by applicable law, each Grantor waives all claims, damages and demands
against the Administrative Agent and the Lenders arising out of the
repossession, retention or sale of the Collateral except such as arise out of
the gross negligence or willful misconduct of the Administrative Agent. Each
Grantor agrees that the Administrative Agent need not give more than seven days'
notice to the Borrower (which notification shall be deemed given when mailed or
delivered on an overnight basis, postage prepaid, addressed to the Borrower at
its address referred to in Section 13.8) of the time and place of any public
sale or of the time after which a private sale may take place and that such
notice is reasonable notification of such matters. The

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Grantors shall remain liable for any deficiency if the proceeds of any sale or
disposition of the Collateral are insufficient to pay all amounts to which the
Administrative Agent is entitled, the Grantors also being liable for the fees
and expenses of any attorneys employed by the Administrative Agent to collect
such deficiency.

                  (b) Each Grantor hereby waives presentment, demand, protest or
any notice (to the maximum extent permitted by applicable law) of any kind in
connection with this Agreement or any Collateral.

                  (c) Pledged Collateral.

                      (i) Upon the occurrence and during the continuance of an
Event of Default, if the Administrative Agent shall give notice of its intent to
exercise such rights to the relevant Grantor or Grantors, (i) the Administrative
Agent shall have the right to receive any and all cash dividends, payments or
other Proceeds paid in respect of the Pledged Collateral and make application
thereof to the Obligations in the order set forth herein and (ii) the
Administrative Agent or its nominee may exercise (A) all voting, consent,
corporate and other rights pertaining to the Pledged Collateral at any meeting
of shareholders, partners or members, as the case may be, of the relevant issuer
or issuers of Pledged Collateral or otherwise and (B) any and all rights of
conversion, exchange and subscription and any other rights, privileges or
options pertaining to the Pledged Collateral as if it were the absolute owner
thereof (including the right to exchange at its discretion any and all of the
Pledged Collateral upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of any
issuer of Pledged Securities, the right to deposit and deliver any and all of
the Pledged Collateral with any committee, depositary, transfer agent, registrar
or other designated agency upon such terms and conditions as the Administrative
Agent may determine), all without liability except to account for property
actually received by it, but the Administrative Agent shall have no duty to any
Grantor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

                      (ii) In order to permit the Administrative Agent to
exercise the voting and other consensual rights which it may be entitled to
exercise pursuant hereto and to receive all dividends and other distributions
which it may be entitled to receive hereunder, (i) each Grantor shall promptly
execute and deliver (or cause to be executed and delivered) to the
Administrative Agent all such proxies, dividend payment orders and other
instruments as the Administrative Agent may from time to time reasonably request
and (ii) without limiting the effect of clause (i) above, such Grantor hereby
grants to the Administrative Agent an irrevocable proxy to vote all or any part
of the Pledged Collateral and to exercise all other rights, powers, privileges
and remedies to which a holder of the Pledged Collateral would be entitled
(including giving or withholding written consents of shareholders, partners or
members, as the case may be, calling special meetings of shareholders, partners
or members, as the case may be, and voting at such meetings), which proxy shall
be effective, automatically and without the necessity of any action (including
any transfer of any Pledged Collateral on the record books of the issuer
thereof) by any other person (including the issuer of such Pledged Collateral or
any officer or agent thereof) during the continuance of an Event of Default and
which proxy shall only terminate upon the payment in full of the Secured
Obligations.

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                      (iii) Each Grantor hereby expressly authorizes and
instructs each issuer of any Pledged Collateral pledged hereunder by such
Grantor to (x) comply with any instruction received by it from the
Administrative Agent in writing that (A) states that an Event of Default has
occurred and is continuing and (B) is otherwise in accordance with the terms of
this Agreement, without any other or further instructions from such Grantor, and
each Grantor agrees that such issuer shall be fully protected in so complying
and (y) unless otherwise expressly permitted hereby, pay any dividends or other
payments with respect to the Pledged Collateral directly to the Administrative
Agent.

                  Section 11.8. The Administrative Agent's Appointment as
Attorney-in-Fact.

                  (a) Each Grantor hereby irrevocably constitutes and appoints
the Administrative Agent and any officer or agent (including the Sub-Agent
solely with respect to the Primed Pledged Shares so long as they are held by the
Sub-Agent) thereof, with full power of substitution, as its and its Subsidiaries
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Grantor and in the name of such Grantor, or in its
own name, from time to time in the Administrative Agent's discretion, for the
purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute and deliver any and all documents and
instruments which may be necessary and desirable to accomplish the purposes of
this Agreement and the transactions contemplated hereby, and, without limiting
the generality of the foregoing, hereby give the Administrative Agent the power
and right, on behalf of such Grantor, without notice to or assent by such
Grantor to do the following:

                      (i) to ask, demand, collect, receive and give acquittances
and receipts for any and all moneys due and to become due under any Collateral
and, in the name of such Grantor, its own name or otherwise, to take possession
of and endorse and collect any checks, drafts, notes, acceptances or other
Instruments for the payment of moneys due under any Collateral and to file any
claim or to take any other action or proceeding in any court of law or equity or
otherwise deemed appropriate by the Administrative Agent for the purpose of
collecting any and all such moneys due under any Collateral whenever payable and
to file any claim or to take any other action or proceeding in any court of law
or equity or otherwise deemed appropriate by the Administrative Agent for the
purpose of collecting any and all such moneys due under any Collateral whenever
payable;

                      (ii) to pay or discharge taxes, liens, security interests
or other encumbrances levied or placed on or threatened against the Collateral,
to effect any repairs or any insurance called for by the terms of this Agreement
and to pay all or any part of the premiums therefor and the costs thereof; and

                      (iii) (A) to direct any party liable for any payment under
any of the Collateral to make payment of any and all moneys due, and to become
due thereunder, directly to the Administrative Agent or as the Administrative
Agent shall direct; (B) to receive payment of and receipt for any and all
moneys, claims and other amounts due, and to become due at any time, in respect
of or arising out of any Collateral; (C) to sign and indorse any invoices,
freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications and notices in connection with
accounts and other documents constituting or

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relating to the Collateral; (D) to commence and prosecute any suits, actions or
proceedings at law or equity in any court of competent jurisdiction to collect
the Collateral or any part thereof and to enforce any other right in respect of
any Collateral; (E) to defend any suit, action or proceeding brought against any
Grantor with respect to any Collateral of such Grantor; (F) to settle,
compromise or adjust any suit, action or proceeding described above and, in
connection therewith, to give such discharges or releases as the Administrative
Agent may deem appropriate; (G) to license or, to the extent permitted by an
applicable license, sublicense, whether general, special or otherwise, and
whether on an exclusive or non-exclusive basis, any trademarks, throughout the
world for such term or terms, on such conditions, and in such manner, as the
Administrative Agent shall in its sole discretion determine; and (H) generally
to sell, transfer, pledge, make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though the Administrative
Agent were the absolute owner thereof for all purposes, and to do, at the
Administrative Agent's option and such Grantor's expense, at any time, or from
time to time, all acts and things which the Administrative Agent reasonably
deems necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent's Lien therein, in order to effect the intent of this
Agreement, all as fully and effectively as such Grantor might do.

                  (b) The Administrative Agent agrees that it will forbear from
exercising the power of attorney or any rights granted to the Administrative
Agent pursuant to this Section 11.8, except upon the occurrence or during the
continuation of an Event of Default. The Grantors hereby ratify, to the extent
permitted by law, all that said attorneys shall lawfully do or cause to be done
by virtue hereof. Exercise by the Administrative Agent of the powers granted
hereunder is not a violation of the automatic stay provided by section 362 of
the Bankruptcy Code and each Grantor waives applicability thereof. The power of
attorney granted pursuant to this Section 11.8 is a power coupled with an
interest and shall be irrevocable until the Obligations are indefeasibly paid in
full.

                  (c) The powers conferred on the Administrative Agent hereunder
are solely to protect the Administrative Agent's and the Lenders' interests in
the Collateral and shall not impose any duty upon it to exercise any such
powers. The Administrative Agent shall be accountable only for amounts that it
actually receives as a result of the exercise of such powers and neither it nor
any of its officers, directors, employees or agents shall be responsible to any
Grantor for any act or failure to act, except for its own gross negligence or
willful misconduct.

                  (d) Each Grantor also authorizes the Administrative Agent, at
any time and from time to time upon the occurrence and during the continuation
of any Event of Default or as otherwise expressly permitted by this Agreement,
(i) to communicate in its own name or the name of its Subsidiaries with any
party to any Contract with regard to the assignment of the right, title and
interest of such Grantor in and under the Contracts hereunder and other matters
relating thereto and (ii) to execute any endorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral.

                  (e) All Obligations shall constitute, in accordance with
section 364(c)(1) of the Bankruptcy Code, claims against each Grantor in its
Case which are administrative expense claims having priority over any all
administrative expenses of the kind specified in sections 503(b) or 507(b) of
the Bankruptcy Code, subject only to the Carve Out.

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                  Section 11.9. Modifications.

                  (a) The Liens, Lien priority, administrative priorities and
other rights and remedies granted to the Administrative Agent for the benefit of
the Lenders pursuant to this Agreement, the Interim Order and/or the Final Order
(specifically, including the existence, perfection and priority of the Liens
provided herein and therein and the administrative priority provided herein and
therein) shall not be modified, altered or impaired in any manner by any other
financing or extension of credit or incurrence of Indebtedness by any of the
Grantors (pursuant to section 364 of the Bankruptcy Code or otherwise), or by
any dismissal or conversion of any of the Cases, or by any other act or omission
whatsoever. Without limitation, notwithstanding any such order, financing,
extension, incurrence, dismissal, conversion, act or omission:

                      (i) except for the Carve-Out having priority over the
Obligations, no costs or expenses of administration which have been or may be
incurred in any of the Cases or any conversion of the same or in any other
proceedings related thereto, and no priority claims, are or will be prior to or
on a parity with any claim of the Administrative Agent or the Lenders against
the Grantors in respect of any Obligation; (ii) the Liens and security interests
granted herein shall constitute valid and perfected first priority Liens and
security interests (subject and subordinate only to the Superior Liens) and
shall be prior to all other liens and security interests, now existing or
hereafter arising, in favor of any other creditor or any other Person
whatsoever; and

                      (iii) the Liens and security interests granted hereunder
shall continue valid and perfected without the necessity that financing
statements be filed or that any other action be taken under applicable
non-bankruptcy law.

                  (b) Notwithstanding any failure on the part of any Grantor or
the Administrative Agent or the Lenders to perfect, maintain, protect or enforce
the Liens and security interests in the Collateral granted hereunder, the
Interim Order and the Final Order (when entered) shall automatically, and
without further action by any Person, perfect such Liens and security interests
against the Collateral.

                  Section 11.10. Control of Actions to Enforce Liens ; Release
of Collateral Sold under Asset Purchase Agreement. All action with respect to
the disposition of Collateral shall be taken by the Administrative Agent or the
Sub-Agent at the direction of the Revolving Credit Lenders so long as any
Revolving Credit Loans are outstanding and thereafter at the direction of the
Term Loan Lenders. In the event of a sale of Collateral under the Asset Purchase
Agreement, the Lenders consent to the release of the Collateral sold pursuant
thereto, it being understood the proceeds from such sale shall be applied as set
forth in Section 2.8.

                                  ARTICLE XII

                            The Administrative Agent

                  Section 12.1. Authorization and Action.

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                  (a) Each Lender hereby appoints FPS as the Administrative
Agent hereunder and each Lender authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
and the other Loan Documents as are delegated to the Administrative Agent under
such Loan Documents and to exercise such powers as are reasonably incidental
thereto. Without limiting the foregoing, each Lender hereby authorizes the
Administrative Agent to execute and deliver, and to perform its obligations
under, each of the Loan Documents to which the Administrative Agent is a party
and to exercise all rights, powers and remedies that the Administrative Agent
may have under such Loan Documents and that under such Loan Documents the
Administrative Agent is acting as agent for the other Secured Parties.

                  (b) As to any matters not expressly provided for by this
Agreement and the other Loan Documents (including enforcement or collection),
the Administrative Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Requisite Lenders, and such instructions shall be binding
upon all Lenders; provided, however, that the Administrative Agent shall not be
required to take any action which (i) the Administrative Agent in good faith
believes exposes it to personal liability unless the Administrative Agent
receives an indemnification satisfactory to it from the Lenders with respect to
such action or (ii) is contrary to this Agreement or applicable law. The
Administrative Agent agrees to give to each Lender prompt notice of each notice
given to it by any Loan Party pursuant to the terms of this Agreement or the
other Loan Documents.

                  (c) In performing its functions and duties hereunder and under
the other Loan Documents, the Administrative Agent is acting solely on behalf of
the Lenders and its duties are entirely administrative in nature. The
Administrative Agent does not assume and shall not be deemed to have assumed any
obligation other than as expressly set forth herein and in the other Loan
Documents or any other relationship as the Administrative Agent, fiduciary or
trustee of or for any Lender or any other holder of Obligations. The
Administrative Agent may perform any of its duties under any of the Loan
Documents by or through its agents or employees.

                  Section 12.2. Administrative Agent's Reliance, Etc. Neither
the Administrative Agent nor any of its Affiliates or any of the respective
directors, officers, agents or employees of the Administrative Agent or any such
Affiliate shall be liable for any action taken or omitted to be taken by it,
him, her or them under or in connection with this Agreement or the other Loan
Documents, except for its, his, her or their own gross negligence or willful
misconduct. Without limiting the foregoing, the Administrative Agent (a) may
treat the payee of any Note as its holder until such Note has been assigned in
accordance with Section 13.2; (b) may rely on the Register to the extent set
forth in Section 13.2(c); (c) may consult with legal counsel (including counsel
to the Borrower or any other Loan Party), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (d) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for any statements, warranties
or representations made by or on behalf of the Parent Guarantor, the Borrower or
any of its Subsidiaries in or in connection with this Agreement or any of the
other Loan Documents; (e) shall not have any duty to ascertain or to inquire
either as to the performance or observance of any of the terms, covenants or
conditions of this Agreement

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or any of the other Loan Documents or the financial condition of any Loan Party,
or the existence or possible existence of any Default or Event of Default; (f)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any of the other Loan Documents or any other instrument or document furnished
pursuant hereto or thereto; and (g) shall incur no liability under or in respect
of this Agreement or any of the other Loan Documents by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopy)
or any telephone message believed by it to be genuine and signed or sent by the
proper party or parties.

                  Section 12.3. The Administrative Agent Individually. With
respect to its Ratable Portion, the FPS as Administrative Agent shall have and
may exercise the same rights and powers hereunder and is subject to the same
obligations and liabilities as and to the extent set forth herein for any other
Lender. The terms "Lenders" or "Requisite Lenders" or any similar terms shall,
unless the context clearly otherwise indicates, include the Administrative Agent
in its individual capacity as a Lender and as one of the Requisite Lenders. FPS
and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of banking, trust or other business with any Loan Party as if it
were not acting as the Administrative Agent.

                  Section 12.4. Lender Credit Decision. Each Lender acknowledges
that it shall, independently and without reliance upon the Administrative Agent
or any Lender conduct its own independent investigation of the financial
condition and affairs of the Borrower and each other Loan Party in connection
with the making and continuance of the Loans. Each Lender acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement or any of the other Loan Documents.

                  Section 12.5. Indemnification. Each Lender agrees to indemnify
the Administrative Agent, each of its Affiliates and each of their respective
directors, officers, employees, agents and advisors (to the extent not
reimbursed by the Borrower), from and against such Lender's aggregate Ratable
Portion of any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements (including fees and
disbursements of legal counsel) of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against, the Administrative Agent, or any
of its Affiliates, directors, officers, employees, agents and advisors in any
way relating to or arising out of this Agreement or the other Loan Documents or
any action taken or omitted by the Administrative Agent under this Agreement or
the other Loan Documents; provided, however, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent's or such Affiliate's director's, officer's, employee's,
agent's or advisor's gross negligence or willful misconduct. Without limiting
the foregoing, each Lender agrees to reimburse the Administrative Agent promptly
upon demand for its ratable share of any out-of-pocket expenses (including fees
and disbursements of legal counsel) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or
responsibilities under, this Agreement or the other Loan Documents, to the
extent that

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the Administrative Agent is not reimbursed for such expenses by the Borrower or
another Loan Party.

                  Section 12.6. Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders
shall have the right to appoint a successor administrative agent. If no
successor administrative agent shall have been so appointed by the Requisite
Lenders, and shall have accepted such appointment, within 30 days after the
retiring administrative agent's giving of notice of resignation, then the
retiring administrative agent may, on behalf of the Lenders, appoint a successor
administrative agent, selected from among the Lenders. Upon the acceptance of
any appointment as administrative agent by a successor administrative agent,
such successor administrative agent shall succeed to and become vested with all
the rights, powers, privileges and duties of the retiring administrative agent,
and the retiring administrative agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents. Prior to any
retiring administrative agent's resignation hereunder as administrative agent,
the retiring administrative agent shall take such action as may be reasonably
necessary to assign to the successor administrative agent its rights as
administrative agent under the Loan Documents. After such resignation, the
retiring administrative agent shall continue to have the benefit of this Article
XII as to any actions taken or omitted to be taken by it while it was
administrative agent under this Agreement and the other Loan Documents.

                  Section 12.7. U.S. Bank as Sub-Agent. The Lenders hereby
appoint U.S. Bank as Sub-Agent (the "Sub-Agent") for the purpose of holding the
certificates evidencing the shares of the Primed Pledged Shares as Collateral
for the Obligations. The Sub-Agent shall take such action with respect to the
Primed Pledged Shares as may be requested from time to time by the
Administrative Agent. The Sub-Agent shall be entitled to the protections of this
Article XII, mutatis mutandis.

                                  ARTICLE XIII

                                  Miscellaneous

                  Section 13.1. Amendments, Waivers, Etc.

                  (a) No amendment or waiver of any provision of this Agreement
or any other Loan Document nor consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be in writing
and signed by the Requisite Lenders, and then any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by each Lender, in addition to the Requisite
Lenders, do any of the following:

                      (i) increase the Commitments of the Lenders or subject the
Lenders to any additional obligations;

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                      (ii) extend the scheduled final maturity of any Loan, or
waive, reduce or postpone any scheduled date fixed for the payment or reduction
of principal or of the Commitments;

                      (iii) reduce the principal amount of any Loan (other than
by the payment or prepayment thereof);

                      (iv) reduce the rate of interest on any Loan;

                      (v) postpone any scheduled date fixed for payment of such
interest or fees;

                      (vi) change the aggregate Ratable Portions of the Lenders
which shall be required for the Lenders or any of them to take any action
hereunder;

                      (vii) release any of the Pledged Mill Creek Securities or
substantially all of the Collateral except as provided in Section 8.4(b) or
release any Guarantor from its obligations under the Guaranty except in
connection with sale or other disposition permitted by this Agreement (or
permitted pursuant to a waiver or consent of a transaction otherwise prohibited
by this Agreement); or

                      (viii) amend this Section 13.1 or the definition of the
terms "Requisite Lenders" or "Ratable Portion";

                      (ix) amend or waive Section 2.8(a), Section 3.1(a),
Section 3.1(b), Section 3.1(c) or Section 9.1(f)

and provided further, (A) that any modification of the application of payments
to the Loans pursuant to Section 2.8 or the reduction of the Credit Commitments
pursuant to Section 2.4(b) shall require the consent of the Requisite Lenders
and (B) that no amendment, waiver or consent shall, unless in writing and signed
by the Administrative Agent and the Sub-Agent in addition to the Lenders
required above to take such action, affect the rights or duties of the
Administrative Agent or the Sub-Agent under this Agreement or the other Loan
Documents or the provisions of Article XII, Section 13.3 or Section 13.4.

                  (b) The Administrative Agent may, but shall have no obligation
to, with the written concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of that Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on the Borrower in any
case shall entitle the Borrower to any other or further notice or demand in
similar or other circumstances.

                  (c) In connection with any proposed amendment, modification,
waiver or termination (a "Proposed Change") requiring the consent of all
affected Lenders, the consent of Requisite Lenders is obtained, but the consent
of other Lenders whose consent is required is not obtained (any such Lender
whose consent is not obtained as described in this Section 13.1 being referred
to as a "Non-Consenting Lender"), then, so long as the Lender that is acting as
the Administrative Agent is not a Non-Consenting Lender, at the Borrower's
request, the

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Administrative Agent or an Eligible Assignee that is acceptable to the
Administrative Agent shall have the right with the consent of the Requisite
Lenders and in the Requisite Lenders' sole discretion (but shall have no
obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting
Lender hereby agrees that it shall, upon the Administrative Agent's request,
sell and assign to the Lender that is acting as the Administrative Agent or such
Eligible Assignee, all of the Commitments and Outstandings of such
Non-Consenting Lender for an amount equal to the principal balance of all Loans
held by the Non-Consenting Lender and all accrued interest and fees with respect
thereto through the date of sale, such purchase and sale to be consummated
pursuant to an executed Assignment and Acceptance.

                  (d) The Borrower and Guarantors shall enter into such
amendments to this Agreement as may be reasonably requested by the
Administrative Agent with respect to funding mechanics, loan administration
provisions and other provisions (including defnitions of "Base Rate",
"Eurodollar Base Rate" and other terms included in determining the interest
rates under this Agreement) included in Article II to this Agreement with
respect to Revolving Credit Loans to reflect the internal procedures and
policies of the Administrative Agent and its members.

                  Section 13.2. Assignments and Participations.

                  (a) Each Lender may sell, transfer, negotiate or assign to one
or more Eligible Assignees all or a portion of its rights and obligations
hereunder (including all of its rights and obligations with respect to the
Loans); provided, however, that (i) if any such assignment shall be of the
assigning Lender's Outstandings and Credit Commitment, such assignment shall
cover the same percentage of such Lender's Outstandings and Credit Commitment,
and (ii) the aggregate amount being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event (if less than the Assignor's entire interest) be
less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof,
except, in either case, (A) with the consent of the Administrative Agent or (B)
if such assignment is being made to a Lender or an Affiliate or Approved Fund of
such Lender.

                  (b) The parties to each assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording, an Assignment and
Acceptance, together with any Note (if the assigning Lender's Loans are
evidenced by a Note) subject to such assignment. Upon such execution, delivery,
acceptance and recording from and after the effective date specified in such
Assignment and Acceptance, (i) the assignee thereunder shall become a party
hereto and, to the extent that rights and obligations under the Loan Documents
have been assigned to such assignee pursuant to such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder and thereunder and (ii)
the assignor thereunder shall, to the extent that rights and obligations under
this Agreement have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights (except those which survive the payment in
full of the Obligations) and be released from its obligations under the Loan
Documents, other than those relating to events or circumstances occurring prior
to such assignment (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under the Loan Documents, such Lender shall cease to be a party hereto).

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                  (c) The Borrower authorizes the Administrative Agent, and the
Administrative Agent agrees, to maintain at its address referred to in Section
13.8 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recording of the names and addresses of the Lenders and
the Commitments of and principal amount of the Loans (the "Registered Loans")
owing to each Lender from time to time (the "Register"). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Loan Parties, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register as a Lender for all purposes
of this Agreement. The Register shall be available for inspection by the
Borrower, the Administrative Agent or any Lender at any reasonable time and from
time to time upon reasonable prior notice.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee, the Administrative Agent shall, if such
Assignment and Acceptance has been completed, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own expense, shall, if
requested by such assignee, execute and deliver to the Administrative Agent, new
Notes to the order of such assignee in an amount equal to the Commitments
assumed by it pursuant to such Assignment and Acceptance and, if the assigning
Lender has surrendered any Note for exchange in connection with the assignment
and has retained Commitments hereunder, new Notes to the order of the assigning
Lender in an amount equal to the Commitments retained by it hereunder. Such new
Notes shall be dated the same date as the surrendered Notes and be in
substantially the form of Exhibit B-1 or B-2 hereto, as applicable.

                  (e) A Registered Loan (and the Registered Note, if any,
evidencing the same) may be assigned or sold in whole or in part only by
registration of such assignment or sale on the Register (and each Registered
Note shall expressly so provide). Any assignment or sale of all or part of such
Registered Loan (and the Registered Note, if any, evidencing the same) may be
effected only by registration of such assignment or sale on the Register,
together with the surrender of the Registered Note, if any, evidencing the same
duly endorsed by (or accompanied by a written instrument of assignment or sale
duly executed by) the holder of such Registered Note, whereupon, at the request
of the designated assignee(s) or transferee(s), one or more new Registered Notes
in the same aggregate principal amount shall be issued to the designated
assignee(s) or transferee(s). Prior to the registration of assignment or sale of
any Registered Loan (and the Registered Note, if any, evidencing the same), the
Agents shall treat the Person in whose name such Registered Loan (and the
Registered note, if any, evidencing the same) is Registered as the owner thereof
for the purpose of receiving all payments thereon and for all other purposes,
notwithstanding notice to the contrary.

                  (f) In the event that any Lender sells participations in a
Registered Loan, such Lender shall maintain a register on which it enters the
name of all participants in the Registered Loans held by it (the "Participant
Register"). A Registered Loan (and the Registered Note, if any, evidencing the
same) may be participated in whole or in part only by registration of such
participation on the Participant Register (and each Registered Note shall
expressly so provide). Any participation of such Registered Loan (and the
Registered Note, if any, evidencing the same) may be effected only by the
registration of such participation on the Participant Register.

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                  (g) Any foreign Person who purchases or is assigned or
participates in any portion of such Registered Loan shall provide the
Administrative Agent and the Lender with a completed Internal Revenue Service
Form W-8BEN (Certificate of Foreign Status) or a substantially similar form for
such purchaser, participant or any other Affiliate who is a holder of beneficial
interests in the Registered Loan.

                  (h) In addition to the other assignment rights provided in
this Section 13.2, each Lender may assign, as collateral or otherwise, any of
its rights under this Agreement (including rights to payments of principal or
interest on the Loans) to (i) any Federal Reserve Bank pursuant to Regulation A
of the Federal Reserve Board without notice to or consent of the Borrower or the
Administrative Agent and (ii) any trustee or agent for the benefit of the
holders of such Lender's Stock or other securities; provided, however, that no
such assignment shall release the assigning Lender from any of its obligations
hereunder.

                  (i) Each Lender may sell participations to one or more Persons
in or to all or a portion of its rights and obligations under the Loan Documents
(including all its rights and obligations with respect to the Loans). The terms
of such participation shall not, in any event, require the participant's consent
to any amendments, waivers or other modifications of any provision of any Loan
Documents, the consent to any departure by any Loan Party therefrom, or to the
exercising or refraining from exercising any powers or rights which such Lender
may have under or in respect of the Loan Documents (including the right to
enforce the obligations of the Loan Parties), except if any such amendment,
waiver or other modification or consent would (i) reduce the amount, or postpone
any date fixed for, any amount (whether of principal, interest or fees) payable
to such participant under the Loan Documents, to which such participant would
otherwise be entitled under such participation or (ii) result in the release of
all or substantially all of the Collateral other than in accordance with Section
8.4(b). In the event of the sale of any participation by any Lender, (A) such
Lender's obligations under the Loan Documents shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties for the performance
of its obligations, (C) such Lender shall remain the holder of its Obligations
for all purposes of this Agreement and (D) the Borrower, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Each participant shall be entitled to the benefits of Sections 2.12,
2.13 and 2.16(d) as if it were a Lender; provided, however, that anything herein
to the contrary notwithstanding, the Borrower shall not, at any time, be
obligated to pay to any participant of any interest of any Lender, under Section
2.11, 2.12 or 2.16(d), any sum in excess of the sum which the Borrower would
have been obligated to pay to such Lender in respect of such interest had such
participation not been sold.

                  Section 13.3. Costs and Expenses.

                  (a) The Borrower agrees upon demand to pay or reimburse the
Administrative Agent and each Lender for all of the their respective reasonable
internal and external audit, legal, appraisal, valuation, filing, document
duplication and reproduction and investigation expenses and for all other
reasonable out-of-pocket costs and expenses of every type and nature (including
the reasonable fees, expenses and disbursements of the Administrative Agent's
counsel, Willkie Farr & Gallagher, local and other legal counsel, auditors,
accountants, appraisers, printers, insurance and environmental advisers, and
other consultants and agents) incurred by the

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Administrative Agent in connection with (i) the Administrative Agent's audit and
investigation of the Parent Guarantor and the Borrower and its Subsidiaries in
connection with the preparation, negotiation and execution of the Loan Documents
and the Administrative Agent's periodic audits of the Parent Guarantor, the
Borrower and its Subsidiaries, as the case may be; (ii) the preparation,
negotiation, execution and interpretation of this Agreement (including the
satisfaction or attempted satisfaction of any of the conditions set forth in
Article III), the Loan Documents and any proposal letter or commitment letter
issued in connection therewith and the making of the Loans hereunder; (iii) the
creation, perfection or protection of the Liens under the Loan Documents
(including any reasonable fees and expenses for local counsel in various
jurisdictions); (iv) the ongoing administration of this Agreement, the other
Loan Documents and the Loans, including consultation with attorneys in
connection therewith and with respect to the Administrative Agent's rights and
responsibilities hereunder and under the other Loan Documents; (v) the
protection, collection or enforcement of any of the Obligations or the
enforcement of any of the Loan Documents; (vi) the commencement, defense or
intervention in any court proceeding relating in any way to the Obligations, any
Loan Party, any Subsidiary of any Loan Party, this Agreement or any of the other
Loan Documents; (vii) the response to, and preparation for, any subpoena or
request for document production with which the Administrative Agent is served or
deposition or other proceeding in which the Administrative Agent is called to
testify, in each case, relating in any way to the Obligations, any Loan Party,
any Subsidiary of any Loan Party, this Agreement or any of the other Loan
Documents; and (viii) any amendments, consents, waivers, assignments,
restatements, or supplements to any of the Loan Documents and the preparation,
negotiation, and execution thereof.

                  (b) The Borrower further agrees to pay or reimburse the
Administrative Agent and each Lender upon demand for all out-of-pocket costs and
expenses, including reasonable attorneys' fees (including allocated costs of
internal counsel and costs of settlement), incurred by the Administrative Agent
or such Lender (i) in enforcing any Loan Document or Obligation or any security
therefor or exercising or enforcing any other right or remedy available by
reason of an Event of Default; (ii) in connection with any refinancing or
restructuring of the credit arrangements provided hereunder in the nature of a
"work-out" or in any insolvency or bankruptcy proceeding; (iii) in commencing,
defending or intervening in any litigation or in filing a petition, complaint,
answer, motion or other pleadings in any legal proceeding relating to the
Obligations, any Loan Party or any Subsidiary of any Loan Party and related to
or arising out of the transactions contemplated hereby or by any of the other
Loan Documents; and (iv) in taking any other action in or with respect to any
suit or proceeding (bankruptcy or otherwise) described in clauses (i) through
(iii) above.

                  (c) CFCC agrees to pay or reimburse the Administrative Agent
upon demand for all expenses and indemnification payments of the costs and
expenses and Indemnified Matters referred to in Section 13.3 and Section 13.4 to
the extent incurred by or relating to CFCC.

                  Section 13.4. Indemnities.

                  (a) The Borrower agrees to indemnify and hold harmless the
Administrative Agent, each Lender and each of their respective Affiliates, and
each of the directors, officers, employees, agents, representative, attorneys,
consultants and advisors of or to any of the

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foregoing (including those retained in connection with the satisfaction or
attempted satisfaction of any of the conditions set forth in Article III) (each
such Person being an "Indemnitee") from and against any and all claims, damages,
liabilities, obligations, losses, penalties, actions, judgments, suits, costs,
disbursements and expenses of any kind or nature (including fees and
disbursements of counsel to any such Indemnitee) which may be imposed on,
incurred by or asserted against any such Indemnitee in connection with or
arising out of any investigation, litigation or proceeding, whether or not any
such Indemnitee is a party thereto, whether direct, indirect, or consequential
and whether based on any federal, state or local law or other statutory
regulation, securities or commercial law or regulation, or under common law or
in equity, or on contract, tort or otherwise, in any manner relating to or
arising out of this Agreement, any other Loan Document, any Obligation, any
Disclosure Document or any act, event or transaction related or attendant to any
thereof, or the use or intended use of the proceeds of the Loans or in
connection with any investigation of any potential matter covered hereby
(collectively, the "Indemnified Matters"); provided, however, that the Borrower
shall not have any obligation under this Section 13.4 to an Indemnitee with
respect to any Indemnified Matter caused by or resulting primarily from the
gross negligence or willful misconduct of that Indemnitee, as determined by a
court of competent jurisdiction in a final non-appealable judgment or order.
Without limiting the foregoing, Indemnified Matters include (i) all
Environmental Liabilities and Costs arising from or connected with the past,
present or future operations of the Parent Guarantor, the Borrower or any of its
Subsidiaries involving any property subject to a Loan Document, or damage to
real or personal property or natural resources or harm or injury alleged to have
resulted from any Release of Contaminants on, upon or into such property or any
contiguous real estate; (ii) any costs or liabilities incurred in connection
with any Remedial Action concerning the Parent Guarantor, the Borrower or any of
its Subsidiaries; (iii) any costs or liabilities incurred in connection with any
Environmental Lien; (iv) any costs or liabilities incurred in connection with
any other matter under any Environmental Law, including CERCLA and applicable
state property transfer laws, whether, with respect to any of such matters, such
Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in
possession, the successor in interest to the Parent Guarantor, the Borrower or
any of its Subsidiaries, or the owner, lessee or operator of any property of the
Parent Guarantor, the Borrower or any of its Subsidiaries by virtue of
foreclosure, except, with respect to those matters referred to in clauses (i),
(ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by
the Administrative Agent or any Lender, or the Administrative Agent, any Lender
having become the successor in interest to the Parent Guarantor, the Borrower or
any of its Subsidiaries, and (B) attributable solely to acts of the
Administrative Agent or such Lender or any agent on behalf of the Administrative
Agent or such Lender.

                  (b) The Borrower shall indemnify the Administrative Agent and
the Lenders for, and hold the Administrative Agent and the Lenders harmless from
and against, any and all claims for brokerage commissions, fees and other
compensation made against the Administrative Agent and the Lenders for any
broker, finder or consultant with respect to any agreement, arrangement or
understanding made by or on behalf of any Loan Party or any Subsidiary thereof
in connection with the transactions contemplated by this Agreement or any of the
other Loan Documents.

                  (c) The Administrative Agent and each Lender agree that in the
event that any such investigation, litigation or proceeding set forth in
paragraph (b) above is asserted or

                                      101
<PAGE>

threatened in writing or instituted against it or any other Indemnitee, or any
Remedial Action, is requested of it or any of its officers, directors, agents
and employees, for which any Indemnitee may desire indemnity or defense
hereunder, such Indemnitee shall promptly notify the Borrower in writing.

                  (d) The Borrower, at the request of any Indemnitee, shall have
the obligation to defend against such investigation, litigation or proceeding or
requested Remedial Action and the Borrower, in any event, may participate in the
defense thereof with legal counsel of the Borrower's choice. In the event that
such Indemnitee requests the Borrower to defend against such investigation,
litigation or proceeding or requested Remedial Action, the Borrower shall
promptly do so and such Indemnitee shall have the right to have legal counsel of
its choice participate in such defense. No action taken by legal counsel chosen
by such Indemnitee in defending against any such investigation, litigation or
proceeding or requested Remedial Action, shall vitiate or in any way impair the
Borrower's obligation and duty hereunder to indemnify and hold harmless such
Indemnitee.

                  (e) The Borrower agrees that any indemnification or other
protection provided to any Indemnitee pursuant to this Agreement (including
pursuant to this Section 13.4) or any other Loan Document shall (i) survive
payment in full of the Obligations and (ii) inure to the benefit of any Person
who was at any time an Indemnitee under this Agreement or any other Loan
Document.

                  Section 13.5. Limitation of Liability. The Borrower and each
Loan Party agrees that no Indemnitee shall have any liability (whether direct or
indirect, in contract, tort or otherwise) to any Loan Party or any Subsidiary
thereof or any of their respective equity holders or creditors for or in
connection with the transactions contemplated hereby and in the other Loan
Documents, except to the extent such liability is found in a final judgment by a
court of competent jurisdiction to have resulted primarily from such
Indemnitee's gross negligence or willful misconduct. In no event, however, shall
any Indemnitee be liable on any theory of liability for any special, indirect,
consequential or punitive damages and each of the Loan Parties hereby waives,
releases and agrees (for itself and on behalf of its Subsidiaries) not to sue
upon any such claim for any such damages, whether or not accrued and whether or
not known or suspected to exist in its favor.

                  Section 13.6. Right of Set-off. Upon the occurrence and during
the continuance of any Event of Default, upon providing such notice such Persons
as may be required by the Orders (if any), each Lender and each Affiliate of a
Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
Indebtedness at any time owing by such Lender or any of its Affiliates to or for
the credit or the account of the Loan Parties against any and all of the
Obligations now or hereafter existing whether or not such Lender shall have made
any demand under this Agreement or any other Loan Document and although such
Obligations may be unmatured. Each Lender agrees promptly to notify the Borrower
after any such set-off and application made by such Lender or any of its
Affiliates; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Lender
under this Section 13.6 are in addition to the other

                                      102
<PAGE>

rights and remedies (including other rights of set-off) which such Lender may
have. Nothing in this Section 13.6 shall alter the payment priorities contained
in Section 2.11.

                  Section 13.7. Sharing of Payments, Etc.

                  (a) If any Lender receives any payment (whether voluntary,
involuntary, through the exercise of any right of set-off or otherwise) of the
Loans owing to it, any interest thereon, any fees in respect thereof or any
amounts due pursuant to Section 13.3 or 13.4 (other than payments pursuant to
Section 2.12, 2.13 or 2.16 and taking into account the application of proceeds
provisions of Section 2.08 and Section 2.11) in excess of its Ratable Portion of
all payments of such Obligations obtained by all the Lenders, such Lender (a
"Purchasing Lender") shall forthwith purchase from the other Lenders (each, a
"Selling Lender") such participations in their Loans or other Obligations as
shall be necessary to cause such Purchasing Lender to share the excess payment
ratably with each of them.

                  (b) If all or any portion of any payment received by a
Purchasing Lender is thereafter recovered from such Purchasing Lender, such
purchase from each Selling Lender shall be rescinded and such Selling Lender
shall repay to the Purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Selling Lender's ratable share
(according to the proportion of (i) the amount of such Selling Lender's required
repayment to (ii) the total amount so recovered from the Purchasing Lender) of
any interest or other amount paid or payable by the Purchasing Lender in respect
of the total amount so recovered.

                  (c) The Borrower agrees that any Purchasing Lender so
purchasing a participation from a Selling Lender pursuant to this Section 13.7
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

                  Section 13.8. Notices, Etc. All notices, demands, requests and
other communications provided for in this Agreement shall be given in writing,
or by any telecommunication device capable of creating a written record, and
addressed to the party to be notified as follows:

                  (a)      if to the Borrower:

                           Conseco Finance Corp.
                           345 St. Peter Street, Suite 100
                           Landmark Towers
                           St. Paul, MN  55102
                           Attention: Chief Financial Officer
                           Telecopy no:  651 293-5746

                           with a copy to:
                           Kirkland & Ellis
                           200 East Randolph Drive
                           Chicago, IL 60601

                                      103
<PAGE>

                           Attention:       James H.M. Sprayregen, P.C.
:                          Telecopy:        (312) 861-2200

                  (b) if to any Lender, at its notice address specified opposite
its name on Schedule II or on the signature page of any applicable Assignment
and Acceptance;

                  (e)      if to the Administrative Agent:

                           As to matters relating to funding of Loans:

                           Madeleine L.L.C.
                           450 Park Avenue
                           28th Floor
                           New York, NY 10022
                           Attention:  The person specified from time to time by
                                 the Administrative Agent.
                           Telecopy: The number specified from time to time by
                                 the Administative Agent.

                           As to all other matters:

                           FPS DIP LLC
                           c/o Fortress Investment Group
                           1251 Avenue of the Americas
                           New York, New York  10020
                           Attention:  Bill Doniger, Managing Director
                           Telecopy no:  (212) 798-6070

                           with a copy to:

                           Willkie Farr & Gallagher
                           787 Seventh Avenue
                           New York, New York  10019
                           Attention:  Thomas M. Cerabino, Esq.
                           Telecopy no.  (212) 728-8111

or at such other address as shall be notified in writing (i) in the case of the
Borrower and the Administrative Agent, to the other parties and (ii) in the case
of all other parties, to the Borrower, and the Administrative Agent. All notices
given to the Borrower shall be deemed to have been given to all Guarantors. All
such notices and communications shall be effective upon personal delivery (if
delivered by hand, including any overnight courier service), when deposited in
the mails (if sent by mail), or when properly transmitted (if sent by a
telecommunications device); provided, however, that notices and communications
to the Administrative Agent pursuant to Article II or X shall not be effective
until received by the Administrative Agent.

                  Section 13.9. No Waiver; Remedies. No failure on the part of
any Lender or the Administrative Agent to exercise, and no delay in exercising,
any right hereunder shall

                                      104
<PAGE>

operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

                  Section 13.10. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have been notified
by each Lender that such Lender has executed it and thereafter shall be binding
upon and inure to the benefit of the Borrower, the Administrative Agent and each
Lender and their respective successors and assigns, except that the Borrower
shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Lenders.

                  Section 13.11. Governing Law. This Agreement and the rights
and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

                  Section 13.12. Submission to Jurisdiction; Service of Process.

                  (a) Any legal action or proceeding with respect to this
Agreement or any other Loan Document may be brought in the courts of the State
of New York or of the United States of America for the Southern District of New
York, and, by execution and delivery of this Agreement, the Borrower hereby
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The parties hereto
hereby irrevocably waive any objection, including any objection to the laying of
venue or based on the grounds of forum non conveniens, which any of them may now
or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.

                  (b) The Borrower and each other Loan Party hereby irrevocably
consents to the service of any and all legal process, summons, notices and
documents in any suit, action or proceeding brought in the United States of
America arising out of or in connection with this Agreement or any of the other
Loan Documents by the mailing (by registered or certified mail, postage prepaid)
or delivering of a copy of such process to the Borrower at its address specified
in Section 13.8. The Borrower agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

                  (c) Nothing contained in this Section 13.12 shall affect the
right of the Administrative Agent or any Lender to serve process in any other
manner permitted by law or commence legal proceedings or otherwise proceed
against the Borrower or any other Loan Party in any other jurisdiction.

                  (d) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder in Dollars into another currency,
the parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase Dollars with such
other currency at the spot rate of exchange quoted by the Administrative Agent
at

                                      105
<PAGE>

11:00 A.M. (New York City time) on the Business Day preceding that on which
final judgment is given, for the purchase of Dollars, for delivery two Business
Days thereafter.

                  Section 13.13. Waiver of Jury Trial. Each of the
Administrative Agent, the Lenders, the Secured Parties, the Borrower, CFCC, the
Guarantors and the Grantors irrevocably waives trial by jury in any action or
proceeding with respect to this Agreement or any other Loan Document.

                  Section 13.14. Marshaling; Payments Set Aside. None of the
Administrative Agent or any Lender shall be under any obligation to marshal any
assets in favor of the Borrower or any other party or against or in payment of
any or all of the Obligations. To the extent that the Borrower or CFCC makes a
payment or payments to the Administrative Agent or the Lenders or any of such
Persons receives payment from the proceeds of the Collateral or exercise their
rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to a
trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens,
right and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.

                  Section 13.15. Section Titles. The Article and Section titles
contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the
parties hereto.

                  Section 13.16. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are attached to the same
document.

                  Section 13.17. Entire Agreement. This Agreement, together with
all of the other Loan Documents and all certificates and documents delivered
hereunder or thereunder, embodies the entire agreement of the parties and
supersedes all prior agreements and understandings relating to the subject
matter hereof. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all parties
shall be lodged with the Borrower and the Administrative Agent.

                  Section 13.18. Treatment of Certain Information;
Confidentiality.

                  (a) The Borrower, CFCC and the other Loan Parties acknowledge
that from time to time financial advisory, investment banking and other services
may be offered or provided to the Borrower or one or more of its Subsidiaries
(in connection with this Agreement or otherwise) by any Lender, or by one or
more Subsidiaries or Affiliates of such Lender and the Borrower and each Loan
Party hereby authorizes each Lender to share any information delivered to such
Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in
connection

                                      106
<PAGE>

with the decision of such Lender to enter into this Agreement, to any such
Subsidiary or Affiliate, it being understood that any such Subsidiary or
Affiliate receiving such information shall be bound by the provisions of clause
(b) below as if it were a Lender hereunder. Such authorization shall survive the
repayment of the Loans and the termination of the Credit Commitments.

                  (b) Each Lender and the Administrative Agent agrees (on behalf
of itself and each of its Affiliates, directors, officers, employees and
representatives) to use reasonable precautions to keep confidential, in
accordance with their customary procedures for handling confidential information
of the same nature and in accordance with safe and sound banking practices, any
non-public information supplied to it by the Borrower or any other Loan Party
pursuant to this Agreement or any of the other Loan Documents that is identified
by the Borrower or CFCC as being confidential at the time the same is delivered
to the Lenders or the Administrative Agent, provided that nothing herein shall
limit the disclosure of any such information (i) to the extent required by
statute, rule, regulation or judicial process, (ii) to counsel for any of the
Lenders or the Administrative Agent, (iii) to bank examiners or other regulatory
authorities, auditors or accountants, (iv) to the Administrative Agent or any
other Lender, (v) in connection with any litigation to which any one or more of
the Lenders or the Administrative Agent is a party, (vi) to a subsidiary or
Affiliate of such Lender as provided in clause (a) above or (vii) to any
assignee or participant (or prospective assignee or participant), and provided
further that in no event shall any Lender or the Administrative Agent be
obligated or required to return any materials furnished by the Borrower or any
other Loan Party.

                  Section 13.19. No Recourse. No past, present or future
director, officer, member, partner (including any general partner) employee,
incorporator or stockholder, as such, of the Lender or the Administrative Agent
shall have any liability for any obligations of any Lender or the Administrative
Agent under this Agreement or any other Loan Document or for any claim based on,
in respect of or by reason of such obligations or their creation. The Borrower,
CFCC and each Loan Party hereby waive and release all such liability.

                                      107



<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                         CONSECO FINANCE CORP., as Borrower


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title: President and CEO


                                         CIHC, INCORPORATED, as Parent Guarantor


                                         By: /s/ David K. Herzog
                                            ------------------------------------
                                            Name:  David K. Herzog
                                            Title: Secretary


                                         CONSECO FINANCE SERVICING CORP.,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title: President



                                         FPS DIP LLC, as
                                          Administrative Agent and as a Lender


                                         By: /s/ William B. Doniger
                                            ------------------------------------
                                            Name:  William B. Doniger
                                            Title: Vice President



                                         U.S. BANK NATIONAL ASSOCIATION,
                                          as Lender and Sub-Agent


                                         By: /s/ Daniel J. Falstad
                                            ------------------------------------
                                            Name:  Daniel J. Falstad
                                            Title: Vice President


<PAGE>


                                         CONSECO FINANCE CREDIT CORP.,


                                         By: /s/ Brian F. Corey
                                            ------------------------------------
                                            Name:  Brian F. Corey
                                            Title: SVP, General Counsel
                                                    and Secretary






<PAGE>




                                TABLE OF CONTENTS
<TABLE>
<S>      <C>                                                                                                     <C>
ARTICLE I Definitions, Interpretation And Accounting Terms........................................................3

         Section 1.1. Defined Terms...............................................................................3

         Section 1.2. Computation of Time Periods................................................................26

         Section 1.3. Accounting Terms and Principles............................................................26

         Section 1.4. Certain Terms..............................................................................26

ARTICLE II The Facility..........................................................................................28

         Section 2.1. The Credit Commitments; Limitations on Obligations of U.S. Bank National
                           Association...........................................................................28

         Section 2.2. Borrowing Procedures.......................................................................29

         Section 2.3. Intentionally Omitted......................................................................31

         Section 2.4. Reduction and Termination of the Credit Commitments........................................31

         Section 2.5. Repayment of Loans.........................................................................31

         Section 2.6. Evidence of Debt...........................................................................31

         Section 2.7. Optional Prepayments.......................................................................32

         Section 2.8. Mandatory Prepayments......................................................................33

         Section 2.9. Interest...................................................................................35

         Section 2.10. Fees......................................................................................35

         Section 2.11. Payments and Computations.................................................................36

         Section 2.12. Capital Adequacy..........................................................................39

         Section 2.13. Taxes.....................................................................................39

         Section 2.14. Substitution of Lenders...................................................................41

         Section 2.15. Conversion/Continuation Option............................................................42

         Section 2.16. Special Provisions Governing Eurodollar Rate Loans........................................42

ARTICLE III Conditions To Loans..................................................................................44

         Section 3.1. Conditions Precedent to Initial Loans......................................................44

         Section 3.2. Conditions Precedent to Each Loan..........................................................47

ARTICLE IV Representations and Warranties........................................................................49

         Section 4.1. Valid Existence; Compliance with Law.......................................................49

         Section 4.2. Power; Authorization; Enforceable Obligations..............................................49

         Section 4.3. Ownership of Mill Creek and the Guarantors.................................................50

         Section 4.4. Financial Statements.......................................................................51

         Section 4.5. Material Adverse Change....................................................................51

</TABLE>
<PAGE>

                                TABLE OF CONTENTS

                                   (continued)
<TABLE>
<S>      <C>                                                                                                     <C>
         Section 4.6. Litigation.................................................................................51

         Section 4.7. Taxes......................................................................................52

         Section 4.8. Full Disclosure............................................................................52

         Section 4.9. Margin Regulations.........................................................................52

         Section 4.10. No Burdensome Restrictions; No Defaults...................................................53

         Section 4.11. Investment Company Act; Public Utility Holding Company Act................................53

         Section 4.12. Use of Proceeds...........................................................................53

         Section 4.13. Insurance.................................................................................54

         Section 4.14. Labor Matters.............................................................................54

         Section 4.15. ERISA.....................................................................................54

         Section 4.16. Environmental Matters.....................................................................55

         Section 4.17. Intellectual Property.....................................................................56

         Section 4.18. Title; Real Property......................................................................56

         Section 4.19. Secured, Super Priority Obligations.......................................................57

         Section 4.20. Deposit Accounts; Control Accounts........................................................57

         Section 4.21. Title; No Other Liens.....................................................................57

         Section 4.22. Pledged Collateral........................................................................58

         Section 4.23. Representations in Asset Purchase Agreement...............................................59

         Section 4.24. Intellectual Property.....................................................................59

ARTICLE V Matters Relating to the Sale of the Purchased Assets...................................................59

         Section 5.1. Sale of Purchased Assets...................................................................59

ARTICLE VI Reporting Covenants...................................................................................60

         Section 6.1. Financial Statements.......................................................................60

         Section 6.2. Default Notices............................................................................61

         Section 6.3. Litigation.................................................................................61

         Section 6.4. Asset Sales................................................................................62

         Section 6.5. Notices under Related Documents............................................................62

         Section 6.6. SEC Filings; Press Releases................................................................62

         Section 6.7. Labor Relations............................................................................62

         Section 6.8. Tax Returns................................................................................62

         Section 6.9. Insurance..................................................................................62

</TABLE>
                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                   (continued)
<TABLE>
<S>      <C>                                                                                                     <C>
         Section 6.10. ERISA Matters.............................................................................63

         Section 6.11. Environmental Matters.....................................................................63

         Section 6.12. Bankruptcy Court..........................................................................64

         Section 6.13. Other Information.........................................................................64

ARTICLE VII Affirmative Covenants................................................................................65

         Section 7.1. Preservation of Valid Existence, Etc.......................................................65

         Section 7.2. Compliance with Laws, Etc..................................................................65

         Section 7.3. Conduct of Business........................................................................65

         Section 7.4. Payment of Taxes, Etc......................................................................65

         Section 7.5. Maintenance of Insurance...................................................................65

         Section 7.6. Access.....................................................................................65

         Section 7.7. Keeping of Books...........................................................................66

         Section 7.8. Maintenance of Properties, Etc.............................................................66

         Section 7.9. Application of Proceeds....................................................................66

         Section 7.10. Environmental.............................................................................66

         Section 7.11. Control Accounts; Approved Deposit Accounts...............................................66

         Section 7.12. Compliance with Asset Purchase Agreement..................................................67

ARTICLE VIII Negative Covenants..................................................................................67

         Section 8.1. Indebtedness...............................................................................67

         Section 8.2. Liens, Etc.................................................................................68

         Section 8.3. Investments................................................................................68

         Section 8.4. Sale of Assets.............................................................................69

         Section 8.5. Restricted Payments........................................................................70

         Section 8.6. Restriction on Fundamental Changes.........................................................70

         Section 8.7. Change in Nature of Business...............................................................70

         Section 8.8. Transactions with Affiliates...............................................................70

         Section 8.9. Restrictions on Subsidiary Distributions; No New Negative Pledge...........................70

         Section 8.10. Modification of Constituent Documents.....................................................71

         Section 8.11. Accounting Changes; Fiscal Year...........................................................71

         Section 8.12. Margin Regulations........................................................................71

         Section 8.13. Sale/Leasebacks...........................................................................71

</TABLE>
                                      iii
<PAGE>

                                TABLE OF CONTENTS

                                   (continued)
<TABLE>
<S>      <C>                                                                                                     <C>
         Section 8.14. No Speculative Transactions...............................................................71

         Section 8.15. Compliance with ERISA.....................................................................71

         Section 8.16. Environmental.............................................................................71

         Section 8.17. Chapter 11 Claims; Payment of Prepetition Claims..........................................71

         Section 8.18. No Modification to Bankruptcy Court Orders................................................72

         Section 8.19. Operations of CFCC........................................................................72

ARTICLE IX Events Of Default.....................................................................................72

         Section 9.1. Events of Default..........................................................................72

         Section 9.2. Remedies...................................................................................75

         Section 9.3. Intentionally Omitted......................................................................75

         Section 9.4. Rescission.................................................................................75

ARTICLE X Guaranty...............................................................................................76

         Section 10.1. The Guaranty..............................................................................76

         Section 10.2. Nature of Liability.......................................................................76

         Section 10.3. Independent Obligation....................................................................76

         Section 10.4. Authorization.............................................................................77

         Section 10.5. Reliance..................................................................................77

         Section 10.6. Subordination.............................................................................77

         Section 10.7. Waiver....................................................................................78

         Section 10.8. Limitation on Enforcement.................................................................79

ARTICLE XI Security..............................................................................................79

         Section 11.1. Security..................................................................................79

         Section 11.2. Perfection of Security Interests..........................................................81

         Section 11.3. Rights of Lenders; Limitations on Lenders' Obligations....................................82

         Section 11.4. Covenants of the Loan Parties with Respect to Collateral..................................83

         Section 11.5. Performance by Agent of the Loan Parties' Obligations.....................................87

         Section 11.6. Limitation on Administrative Agent's Duty in Respect of Collateral........................88

         Section 11.7. Remedies; Rights Upon Default.............................................................88

         Section 11.8. The Administrative Agent's Appointment as Attorney-in-Fact................................90

         Section 11.9. Modifications.............................................................................92
</TABLE>
                                       iv
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                                TABLE OF CONTENTS

                                   (continued)
<TABLE>
<S>      <C>                                                                                                    <C>

         Section 11.10. Control of Actions to Enforce Liens ; Release of Collateral Sold under Asset
                           Purchase Agreement....................................................................92

ARTICLE XII The Administrative Agent.............................................................................92

         Section 12.1. Authorization and Action..................................................................92

         Section 12.2. Administrative Agent's Reliance, Etc......................................................93

         Section 12.3. The Administrative Agent Individually.....................................................94

         Section 12.4. Lender Credit Decision....................................................................94

         Section 12.5. Indemnification...........................................................................94

         Section 12.6. Successor Administrative Agent............................................................95

         Section 12.7. U.S. Bank as Sub-Agent....................................................................95

ARTICLE XIII Miscellaneous.......................................................................................95

         Section 13.1. Amendments, Waivers, Etc..................................................................95

         Section 13.2. Assignments and Participations............................................................97

         Section 13.3. Costs and Expenses........................................................................99

         Section 13.4. Indemnities..............................................................................100

         Section 13.5. Limitation of Liability..................................................................102

         Section 13.6. Right of Set-off.........................................................................102

         Section 13.7. Sharing of Payments, Etc.................................................................103

         Section 13.8. Notices, Etc.............................................................................103

         Section 13.9. No Waiver; Remedies......................................................................104

         Section 13.10. Binding Effect..........................................................................105

         Section 13.11. Governing Law...........................................................................105

         Section 13.12. Submission to Jurisdiction; Service of Process..........................................105

         Section 13.13. Waiver of Jury Trial....................................................................106

         Section 13.14. Marshaling; Payments Set Aside..........................................................106

         Section 13.15. Section Titles..........................................................................106

         Section 13.16. Execution in Counterparts...............................................................106

         Section 13.17. Entire Agreement........................................................................106

         Section 13.18. Treatment of Certain Information; Confidentiality.......................................106

         Section 13.19. No Recourse.............................................................................107

</TABLE>
                                       v





<PAGE>

                                TABLE OF CONTENTS

                                   (continued)

EXHIBITS


Exhibit A            -      Form of Assignment and Acceptance
Exhibit B-1          -      Form of Term Note
Exhibit B-2          -      Form of Revolving Credit Note
Exhibit C            -      Form of Notice of Borrowing
Exhibit D            -      Form of Notice of Conversion or Continuation
Exhibit E            -      Form of Interim Order
Exhibit F            -      Form of Pledge Amendment
Exhibit G            -      Form of Lehman Order

SCHEDULES

Schedule 4.2         -      Consents
Schedule 4.3         -      Ownership of Subsidiaries
Schedule 4.7         -      Taxes
Schedule 4.14        -      Labor Matters
Schedule 4.15        -      List of Plans
Schedule 4.16        -      Environmental Matters
Schedule 4.18        -      Real Property
Schedule 4.20        -      Approved Deposit Accounts and Control Accounts
Schedule 4.22        -      Pledged Collateral
Schedule 4.24        -      Material Intellectual Property
Schedule 8.1         -      Existing Indebtedness
Schedule 8.3         -      Existing Investments
Schedule 8.4         -      Permitted Asset Sales
Schedule 11.1        -      Commercial Tort Claims



                                       vi
<PAGE>



                                   Schedule I
<TABLE>
<CAPTION>
--------------------------------------------------------------- --------------------- ---------------------
Lender                                                          Revolving Credit
                                                                Commitment            Term Loan Commitment

--------------------------------------------------------------- --------------------- ---------------------
--------------------------------------------------------------- --------------------- ---------------------
<S>                                                             <C>                   <C>
FPS DIP LLC                                                     $65,000,000           --------------
--------------------------------------------------------------- --------------------- ---------------------
--------------------------------------------------------------- --------------------- ---------------------
U.S. Bank National Association                                  --------------        $60,000,000
--------------------------------------------------------------- --------------------- ---------------------
--------------------------------------------------------------- --------------------- ---------------------
Total                                                           $65,000,000           $60,000,000
--------------------------------------------------------------- --------------------- ---------------------

</TABLE>


<PAGE>

                                   Schedule II
<TABLE>
<CAPTION>
---------------------------------------------------- ------------------------------------------------------
Lender                                               Address

---------------------------------------------------- ------------------------------------------------------
---------------------------------------------------- ------------------------------------------------------
<S>                                                  <C>
FPS DIP LLC                                          FPS DIP LLC
                                                     c/o Fortress Investment Group
                                                     1251 Avenue of the Americas
                                                     New York, New York  10020
                                                     Attention:  Bill Doniger, Managing Director
                                                     Telecopy:  (212) 798-6070

---------------------------------------------------- ------------------------------------------------------
---------------------------------------------------- ------------------------------------------------------
U.S. Bank National Association                       U.S. Bank National Association
                                                     U.S. Bancorp Center  BC-MN-H22A
                                                     800 Nicollet Mall
                                                     Minneapolis, Minnesota 55402
                                                     Attn:  Mr. Daniel Falstad
                                                     Telecopy:   (612) 303-4662

                                                     with a copy to:

                                                     Michael R. Stewart, Esq.
                                                     Faegre & Benson LLP
                                                     2200 Wells Fargo Center
                                                     90 South Seventh Street
                                                     Minneapolis, Minnesota  55402
                                                     Telecopy:   (612)  336-3026
---------------------------------------------------- ------------------------------------------------------

</TABLE>



<PAGE>


                                  SCHEDULE 8.4

                                 PERMITTED SALES

1.                The sale of remaining floorplan assets.

2.                The sale of remaining MH community loans.

3.                The sale of the charter (but not other assets) of Green Tree
                  Services Bank.

4.                The sale of Menards.

5.                The Borrower intends to sell certain manufactured housing,
                  recreational vehicle and trailer accounts being serviced by
                  Textron Financial Corporation pursuant to an Indicative Bid
                  Letter by and between Textron Financial Corporation and the
                  Borrower, dated December 13, 2002.

6.                The Borrower intends to exercise an option to repurchase the
                  Westwind Enterprises Ltd. Loan from Textron Financial
                  Corporation pursuant to an Addendum to Asset Purchase
                  Agreement between Textron Financial Corporation and Conseco
                  Finance Servicing Corp., dated November 22, 2002. As part of
                  the repurchase, the Borrower expects to sell the Westwind
                  Enterprises Ltd. Loan to TMAC pursuant to an Offer to Purchase
                  Westwind Loan by and between The Mortgage Acquisition
                  Corporation and the Borrower, dated December 5, 2002.

7.                The Borrower intends to sell certain of its outstanding
                  manufactured community loans representing 11 properties. The
                  Borrower has received indicative bid letters from three
                  potential buyers:

                  a.      A Champion Homes subsidiary has found a buyer for the
                          Foley Grove property in Foley, AL. Related thereto,
                          the Borrower has agreed to the settlement of its
                          outstanding note with Foley Grove, LLC and to release
                          the Deed of Trust at the time of such sale.

                  b.      Onyx Capital Corporation has offered to purchase
                          certain manufactured housing community real estate
                          loans associated with the Colonial Coach Estates and
                          Valley Meadows properties pursuant to an Agreement
                          Relative to the Purchase of Certain Manufactured
                          Housing Community Real Estate Loans by and between
                          Onyx Capital Corporation and Conseco Finance Servicing
                          Corp., dated October 9, 2002.

                  c.      The Borrower intends to sell eight mobile home
                          community construction loans to The Mortgage
                          Acquisition Corporation ("TMAC") pursuant to an Offer
                          to Purchase Mobile Home Community Construction Loans
                          by and between TMAC Investors XI and the Borrower,
                          dated November 20, 2002.


<PAGE>

8.                The Borrower intends to sell certain of its repo refi
                  inventory loans to Normandy Corporation pursuant to a Letter
                  of Intent by Lac Blue Corp., dated December 4, 2002.







<PAGE>


                                 AMENDMENT NO. 1


                  AMENDMENT NO. 1, dated as of December 23, 2002 (this
"Amendment No. 1"), to the SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT
AGREEMENT, dated as of December 19, 2002 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Credit Agreement"), by and among CONSECO
FINANCE CORP., a Delaware corporation, as debtor and debtor in possession (the
"Borrower"), CIHC, INCORPORATED, a Delaware corporation and the parent of the
Borrower (the "Parent Guarantor"), the Subsidiaries (as defined below) of the
Borrower listed on the signature pages thereof as guarantors, as debtors and
debtors in possession (the "Subsidiary Guarantors" and together with the Parent
Guarantor, the "Guarantors"), the Lenders (as defined below), and FPS DIP LLC, a
Delaware limited liability company ("FPS"), as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").

                                    RECITALS:

                  A. The Borrower, the Parent Guarantor, CFCC, the Lenders and
the Administrative Agent have entered into the Credit Agreement. Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement.

                  B. The Borrower, the Parent Guarantor and CFCC have requested
certain amendments to the Credit Agreement and the Lenders, subject to the terms
and conditions set forth herein, have agreed to such changes.

                  SECTION 1. Amendment. Effective as of December 23, 2002,
subject to the satisfaction of the conditions precedent set forth in Section 4
hereof, the Lenders, the Administrative Agent, the Borrower, the Parent
Guarantor and CFCC hereby agree the Credit Agreement shall be amended as
follows:

                  (a) The penultimate recital of the Credit Agreement is hereby
amended by amending and restating clause 2 of clause (B) thereof to read as
follows:

                  "2. a perfected, first-priority Lien (as defined below),
                  pursuant to section 364(c)(2) of the Bankruptcy Code, upon all
                  unencumbered property ((i) including real and tangible
                  personal property subject to Liens or security interests which
                  may be avoided pursuant to the Bankruptcy Code, but only to
                  the extent so avoided and (ii) including, upon entry of the
                  Final Order, any avoidance actions arising under the
                  Bankruptcy Code) of the Borrower and the Subsidiary
                  Guarantors, all cash and Cash Equivalents (as defined below)
                  of the Borrower and the Subsidiary Guarantors in the Cash
                  Collateral Account (as defined below); and"

                  (b) Section 1 of the Credit Agreement is amended by:


<PAGE>

                        (i) adding the following definition after the definition
                  of "Collateral": "`Collateral Document' means any document,
                  instrument or agreement entered into by a Loan Party providing
                  or purporting to provide Collateral."; and

                        (ii) amending and restating the definition of "Net Cash
                  Proceeds" to read as follows: "`Net Cash Proceeds' means
                  proceeds received by any Loan Party after the Closing Date in
                  cash or Cash Equivalents from any (a) Asset Sale or (b)
                  Property Loss Event; provided, that, for Asset Sales, such
                  amounts shall be net of, in the case of all Asset Sales, the
                  actual reasonable expenses of such Asset Sale and, in the case
                  of Asset Sales permitted under Section 8.4(a), shall be net of
                  amounts of indebtedness required to be paid under the Whole
                  Loan Sale Agreement (as defined in the Lehman Order) as
                  repayment of Indebtedness under the Warehouse Loan Agreement
                  (as defined in the Lehman Order)."

                  (c) Section 2.10(b) of the Credit Agreement is hereby amended
by replacing the first sentence therein with the following sentence: "The
Borrower agrees to pay each Revolving Credit Lender a commitment fee equal to
3.00% of such Lender's Revolving Credit Commitment on the date that is the
earlier of December 27, 2002 and the date of the first Borrowing of a Revolving
Credit Loan."

                  (d) Section 2.11(g) of the Credit Agreement is amended by
amending and restating clauses "sixth" and "seventh" thereof in their entirety
to read as follows:

                        "sixth, to the extent Section 2.8(a) would not otherwise
                  apply, to pay the principal of and interest on the Revolving
                  Credit Loans;

                        seventh, to the extent Section 2.8(a) would not
                  otherwise apply, and subject to Section 2.7(c), to pay the
                  principal of and interest on the Term Loans;."

                  (e) Section 3.1(c)(iii)(A) of the Credit Agreement is hereby
amended and restated by inserting the following at the end thereof: "provided,
that, such certificates (other than those evidencing the Primed Pledged Shares)
shall be delivered on or prior to January 10, 2003; and".

                  (f) Section 3.1 is hereby amended by deleting clause (f)
thereof.

                  (g) Section 3.2(f) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                        "(f) Additional Bankruptcy Court Orders; 9019 Order.
                  With respect to any Loan made on or after January 6, 2003, the
                  Bidding Procedures Order shall (x) be certified by the Clerk
                  of the Bankruptcy Court as having been duly entered, (y) be in
                  full force and effect and (z) shall not have been vacated,
                  reversed, modified, amended or stayed without the prior
                  written consent of the Administrative Agent. With respect

                                       2
<PAGE>

                  to any Loan made on or after the date hereof, an order of the
                  Bankruptcy Court shall have been entered approving the
                  Break-up Fee (as defined in the Asset Purchase Agreement) and
                  such order shall be in full force and effect and shall not
                  have been vacated, reversed, modified, amended or stayed
                  without the prior written consent of the Administrative Agent.
                  With respect to any Loan made on or after 30 Business Days
                  (APA Method) after the Petition Date, the 9019 Order shall (x)
                  be certified by the Clerk of the Bankruptcy Court as having
                  been duly entered, (y) be in full force and effect and (z)
                  shall not have been vacated, reversed, modified, amended or
                  stayed without the prior written consent of the Administrative
                  Agent."

                  (h) Section 3.2 of the Credit Agreement is hereby amended by
inserting the following clause after clause (i) thereof:

                        "(j) Mill Creek Memorandum of Understanding. With
                  respect to any Loan made on or after January 14, 2003, the
                  Lenders shall have received copies of all supervisory or
                  remedial agreements of any kind relating to Mill Creek,
                  including, but not limited to, memoranda of understanding,
                  agreements, cease-and-desist orders, consent orders and
                  enforcement orders outstanding at any time since January 1,
                  2000, and the terms thereof shall not adversely affect the
                  business, operations or financial condition of Mill Creek in
                  the sole discretion of the Administrative Agent and shall
                  otherwise be satisfactory in form, scope and substance to the
                  Administrative Agent in its sole discretion."


                  (i) Section 4.8(a) of the Credit Agreement is hereby amended
by changing, in the last sentence thereof, "Section 3.1(f)" to "Section 3.2(j)".

                  (j) Section 7.12 of the Credit Agreement is hereby amended by
adding the following sentence to the end thereof: "The Borrower shall cause each
Subsidiary that becomes a debtor under the Bankruptcy Code to become a Guarantor
and Grantor under this Agreement within 3 Business Days of becoming a debtor."

                  (k) Section 8.2 of the Credit Agreement is hereby amended by
deleting the period at the end thereof and inserting the following:

                        "; and

                        (f) the Lien created under the Interim 9019 Order but
                  only to the extent expressly permitted in the Interim Order;
                  and

                        (g) a Lien consisting of the "Securitization Trustee's
                  MH Platform Lien (as defined in the Interim Order).""

                  (l) Section 11.1(a) of the Credit Agreement is hereby amended
by amending and restating clause (xviii) thereof in its entirety to read as
follows: "(xviii) to the extent not otherwise included, all causes of action
(including, upon entry of the Final Order, claims of the Grantors under sections
544, 545, 547 and 548 of the Bankruptcy Code) and all monies and other property
of any kind received therefrom, and all monies and other property of any kind
recovered by any Grantor; and".

                  (m) Section 13.8(c) of the Credit Agreement is hereby amended
and restated to read as follows:

                                       3
<PAGE>

                           FPS DIP LLC
                           c/o Fortress Investment Group
                           1251 Avenue of the Americas
                           New York, New York  10020
                           Attention:  Bill Doniger, Managing Director
                           Telecopy no:  (212) 798-6070

                           with a copy to:

                           Willkie Farr & Gallagher
                           787 Seventh Avenue
                           New York, New York  10019
                           Attention:  Thomas M. Cerabino, Esq.
                           Telecopy no.  (212) 728-8111"

                  (n) Exhibit E to the Credit Agreement is hereby amended and
restated in its entirety to read as set forth on Exhibit A hereto.

                  (o) Schedules 4.2, 4.14 and 8.3 to the Credit Agreement are
hereby amended and restated in their entirety to read as set forth on Exhibit B
hereto.

                  (p) The Lenders agree that the fees and expenses of counsel
that are a closing condition (as provided in Section 3.1(d) of the Credit
Agreement) may be paid one Business Day after the invoice therefor has been sent
to the Borrower.

                  (q) The Lenders agree that accrued interest on the $60,000,000
aggregate principal amount of U.S. Bank Prepetition Indebtedness may be paid on
December 27, 2002 rather than the Closing Date, such payment to be included in
the Budget and paid with the proceeds of Revolving Loans.


                  SECTION 2. Representations and Warranties of the Borrower. The
Borrower, and, as to itself, each of the Parent Guarantor and CFCC, represents
and warrants as follows:

                  (a) Power and Authority. The Borrower and each Guarantor each
has all requisite power and authority under applicable law and under its
Constituent Documents to execute, deliver and perform its respective obligations
under this Amendment and the Loan Documents to which it is a party. All actions,
waivers and consents (corporate, regulatory and otherwise) necessary or
appropriate for the Borrower and each Guarantor to execute, deliver and perform
this Amendment have been taken and/or received.

                  (b) Validity and Legal Effect. This Amendment have been duly
executed and delivered by the Borrower and each Guarantor. This Amendment and
the Credit Agreement, as modified hereby, constitutes, and the other Loan
Documents to which the Borrower or any Guarantor is a party constitute (or will
constitute when executed and delivered), the legal, valid

                                       4
<PAGE>

and binding obligations of the Borrower or such Guarantor, as applicable,
enforceable against it in accordance with the terms thereof.

                  (c) No Default or Event of Default. Both before and after
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.

                  SECTION 3. Conditions of Effectiveness. This Amendment No. 1
shall become effective (the "Effective Date") as of the date first above written
when, and only when, the parties hereto shall have executed a counterpart of
this Amendment and delivered the same to the Administrative Agent.

                  SECTION 4. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment No. 1, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes and
each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement, as modified by this Amendment No. 1.

                  (b) The execution, delivery and effectiveness of this
Amendment No. 1 shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Lender or the Agent under any of the
Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents except as expressly modified by this Amendment.

                  SECTION 5. Execution in Counterparts. This Amendment No. 1 may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment No. 1 by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment No. 1.

                  SECTION 6. Governing Law. This Amendment No. 1 shall be
governed by, and construed in accordance with, the laws of the State of New
York.

                                       5

<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.



                                         CONSECO FINANCE CORP., as Borrower


                                         By: /s/ Brian F. Corey
                                            ------------------------------------
                                            Name:  Brian F. Corey
                                            Title: Senior Vice President
                                                     and Secretary


                                         CIHC, INCORPORATED, as Parent Guarantor


                                         By: /s/ David K. Herzog
                                            ------------------------------------
                                            Name:  David K. Kerzog
                                            Title: Secretary


                                         CONSECO FINANCE SERVICING CORP.,
                                          a Subsidiary Guarantor


                                         By: /s/ Brian F. Corey
                                            ------------------------------------
                                            Name:  Brian F. Corey
                                            Title: Senior Vice President
                                                     and Secretary


                                         FPS DIP LLC, as
                                          Administrative Agent and as a Lender


                                         By: /s/ William B. Doniger
                                            ------------------------------------
                                            Name:  William B. Doniger
                                            Title: Vice President

<PAGE>


                                         U.S. BANK NATIONAL ASSOCIATION,
                                          as Lender and Sub-Agent


                                         By:  /s/
                                            ------------------------------------
                                            Name:
                                            Title:


<PAGE>


                                         CONSECO FINANCE CREDIT CORP.,


                                         By: /s/ Brian F. Corey
                                            ------------------------------------
                                            Name:  Brian F. Corey
                                            Title: Senior Vice President






<PAGE>


                                                    Exhibit A to Amendment No. 1



                                                   Exhibit E to Credit Agreement

                              Form of Interim Order







<PAGE>


                                                    Exhibit B to Amendment No. 1


                                 Schedules 4.2, 4.14 and 8.3 to Credit Agreement
<PAGE>




                                 AMENDMENT NO. 2


                  AMENDMENT NO. 2, dated as of December 24, 2002 (this
"Amendment"), to the SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT
AGREEMENT, dated as of December 19, 2002 (as amended, supplemented or otherwise
modified prior to the date hereof, including by Amendment No. 1 dated as of
December 23, 2002, the "Credit Agreement"), by and among CONSECO FINANCE CORP.,
a Delaware corporation, as debtor and debtor in possession (the "Borrower"),
CIHC, INCORPORATED, a Delaware corporation and the parent of the Borrower (the
"Parent Guarantor"), the Subsidiaries (as defined below) of the Borrower listed
on the signature pages thereof as guarantors, as debtors and debtors in
possession (the "Subsidiary Guarantors" and together with the Parent Guarantor,
the "Guarantors"), the Lenders (as defined below), and FPS DIP LLC, a Delaware
limited liability company ("FPS"), as administrative agent for the Lenders (in
such capacity, the "Administrative Agent").

                                    RECITALS:

                  A. The Borrower, the Parent Guarantor, CFCC, the Lenders and
the Administrative Agent have entered into the Credit Agreement. Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement.

                  B. The Borrower, the Parent Guarantor and CFCC have requested
certain amendments to the Credit Agreement and the Lenders, subject to the terms
and conditions set forth herein, have agreed to such changes.

                  SECTION 1. Amendment. Effective as of December 24, 2002,
subject to the satisfaction of the conditions precedent set forth in Section 4
hereof, the Lenders, the Administrative Agent, the Borrower, the Parent
Guarantor and CFCC hereby agree the Credit Agreement shall be amended as
follows:

                  (a) Section 1 of the Credit Agreement is amended by amending
and restating the following definitions in their entirety to read as follows:

                  (1) "`Budgeted Amount' means, as of any date of Borrowing, the
maximum amount set forth in the Budget for outstanding Revolving Credit Loans
during such week, provided, that, the Budgeted Amount shall, for the Borrowing
on December 27, 2002, be $22,000,000 (it being understood that the change of the
Budgeted Amount on such date from the amount otherwise shown in the Budget for
such date does not constitute an agreement by any Lender to any change,
including any corresponding change, in the Budget for any other date) and
provided, further, that if the Administrative Agent agrees under Section 2.2(a)
to permit more frequent Borrowings, the Budgeted Amount for any date shall be
the amount of Borrowings shown for such date in the Budget."

<PAGE>

                  (2) "`Excess Cash' shall mean, as of any date, the amount, as
reasonably estimated in good faith by the Borrower as the excess, if any, of (x)
all cash of the Borrower and its Subsidiaries (other than Mill Creek and its
Subsidiaries) as of such date over (y) the sum of $1,000,000 plus obligations
under "ACH files" as of such date."

                  (b) Section 2.2(a) of the Credit Agreement is amended by
amending and restating the last sentence in its entirety to read as follows:
"The Borrower may request Borrowings be made on December 27, 2002, January 6,
2003 and thereafter only on the first Business Day of each week (unless more
frequent Borrowings are agreed to by the Administrative Agent, which agreement
may be conditioned upon increasing the frequency of mandatory prepayments under
Section 2.8(b))."

                  (c) Section 2.8(b) of the Credit Agreement is amended by
amending and restating the first sentence in its entirety to read as follows:
"The Borrower shall prepay the Revolving Credit Loans on the last Business Day
of each week, commencing Friday, January 3, 2003, equal to the Excess Cash as of
the end of such Business Day (and if the actual amount of Excess Cash as of such
date exceeds the amount estimated by the Borrower pursuant to the definition
thereof, the Borrower shall prepay (an "Additional Excess Cash Prepayment") the
Revolving Credit Loans on the first Business Day of the following week by the
amount of such excess; provided, that, all such prepayments shall be on such
additional dates, if any, as may be specified by the Administrative Agent in
connection with any agreement given by the Administrative Agent under the last
sentence of Section 2.2(a). The Revolving Credit Lenders may net the amount of
any Borrowing of Revolving Credit Loans against the amount of Additional Excess
Cash Prepayment.)"

                  SECTION 2. Representations and Warranties of the Borrower. The
Borrower, and, as to itself, each of the Parent Guarantor and CFCC, represents
and warrants as follows:

                  (a) Power and Authority. The Borrower and each Guarantor each
has all requisite power and authority under applicable law and under its
Constituent Documents to execute, deliver and perform its respective obligations
under this Amendment and the Loan Documents to which it is a party. All actions,
waivers and consents (corporate, regulatory and otherwise) necessary or
appropriate for the Borrower and each Guarantor to execute, deliver and perform
this Amendment have been taken and/or received.

                  (b) Validity and Legal Effect. This Amendment has been duly
executed and delivered by the Borrower and each Guarantor. This Amendment and
the Credit Agreement, as modified hereby, constitutes, and the other Loan
Documents to which the Borrower or any Guarantor is a party constitute (or will
constitute when executed and delivered), the legal, valid and binding
obligations of the Borrower or such Guarantor, as applicable, enforceable
against it in accordance with the terms thereof.

                  (c) No Default or Event of Default. Both before and after
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.

                  SECTION 3. Conditions of Effectiveness. This Amendment shall
become effective (the "Effective Date") as of the date first above written when,
and only when, the

                                       2
<PAGE>

parties hereto shall have executed a counterpart of this Amendment and delivered
the same to the Administrative Agent.

                  SECTION 4. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement, as modified by this Amendment.

                  (b) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan Documents
except as expressly modified by this Amendment.

                  SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION 6. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.


                                       3
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.



                                         CONSECO FINANCE CORP., as Borrower


                                         By: /s/ Brian F. Corey
                                            ------------------------------------
                                            Name:  Brian F. Corey
                                            Title: Senior Vice President


                                         CIHC, INCORPORATED, as Parent Guarantor


                                         By: /s/ David K. Herzog
                                            ------------------------------------
                                            Name:  David K. Herzog
                                            Title: Secretary


                                         CONSECO FINANCE SERVICING CORP.,
                                          a Subsidiary Guarantor


                                         By: /s/ Brian F. Corey
                                            ------------------------------------
                                            Name:  Brian F. Corey
                                            Title: Senior Vice President



                                         FPS DIP LLC, as
                                          Administrative Agent and as a Lender


                                         By: /s/ William B. Doniger
                                            ------------------------------------
                                            Name:  William B. Doniger
                                            Title: Vice President



<PAGE>


                                         CONSECO FINANCE CREDIT CORP.,


                                         By: /s/ Brian F. Corey
                                            ------------------------------------
                                            Name:  Brian F. Corey
                                            Title: Senior Vice President





<PAGE>



                                 AMENDMENT NO. 3


                  AMENDMENT NO. 3, dated as of January 17, 2003 (this
"Amendment"), to the SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT
AGREEMENT, dated as of December 19, 2002 (as amended, supplemented or otherwise
modified prior to the date hereof, including by Amendment No. 1 dated as of
December 23, 2002 and Amendment No. 2 dated as of December 24, 2002 and Waiver
No. 1 dated as of January 7, 2003, the "Credit Agreement"), by and among CONSECO
FINANCE CORP., a Delaware corporation, as debtor and debtor in possession (the
"Borrower"), CIHC, INCORPORATED, a Delaware corporation and the parent of the
Borrower (the "Parent Guarantor"), the Subsidiaries (as defined below) of the
Borrower listed on the signature pages thereof as guarantors, as debtors and
debtors in possession (the "Subsidiary Guarantors" and together with the Parent
Guarantor, the "Guarantors"), the Lenders (as defined below), and FPS DIP LLC, a
Delaware limited liability company ("FPS"), as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").

                                    RECITALS:

                  A. The Borrower, the Parent Guarantor, CFCC, the Lenders and
the Administrative Agent have entered into the Credit Agreement. Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement.

                  B. The Borrower, the Parent Guarantor and CFCC have requested
certain amendments to the Credit Agreement and the Lenders, subject to the terms
and conditions set forth herein, have agreed to such changes.

                  SECTION 1. Amendment. Effective as of January 17, 2003,
subject to the satisfaction of the conditions precedent set forth in Section 3
hereof, the Lenders, the Administrative Agent, the Borrower, the Parent
Guarantor and CFCC hereby agree the Credit Agreement shall be amended as
follows:

                  (a) The second recital of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "WHEREAS, the Borrower, the Subsidiary Guarantors and certain
other persons have entered into the Asset Purchase Agreement dated as of
December 19, 2002 (as in effect on January 17, 2003, the "Asset Purchase
Agreement") providing for the purchase by CFN Investment Holdings LLC ("CFN") of
the Purchased Assets (as defined in the Asset Purchase Agreement, the "Purchased
Assets")."

                  (b) Section 1 of the Credit Agreement is amended by adding the
following definitions in appropriate alphabetical order:


<PAGE>

                  "`Borrowing Period' means a Daily Borrowing Period or Weekly
Borrowing Period.

                  `Daily Borrowing Period' means any calendar week during which
the Borrower may request Borrowings be made on each Business Day.

                  `Daily Mode Notice' has the meaning specified in Section
2.2(a) hereof."

                  `Weekly Borrowing Period' means any calendar week during which
the Borrower may request Borrowings be made only on the first Business Day of
such week.

                  (c) Section 1 of the Credit Agreement is amended by amending
and restating the following definitions in their entirety to read as follows:

                  "`Budgeted Amount' means, as of any date of Borrowing during
(i) any Daily Borrowing Period, the maximum amount set forth in the Budget for
outstanding Revolving Credit Loans on such date and (ii) any Weekly Borrowing
Period, the maximum amount set forth in the Budget for outstanding Revolving
Credit Loans during such week; provided, that, the Budgeted Amount shall, for
the Borrowing on December 27, 2002, be $22,000,000 (it being understood that the
change of the Budgeted Amount on such date from the amount otherwise shown in
the Budget for such date does not constitute an agreement by any Lender to any
change, including any corresponding change, in the Budget for any other date)."

                  `Carve-Out' means: (i) the unpaid fees of the clerk of the
Bankruptcy Court and of the United States Trustee pursuant to 28 U.S.C. ss.
1930(a) and (b); and (ii) the aggregate allowed unpaid fees and expenses payable
under sections 330 and 331 of the Bankruptcy Code to professional persons
retained pursuant to an order of the Court by the Borrower and/or the Subsidiary
Guarantors, or any statutory committee appointed in the Borrower's chapter 11
case (other than the fees and expenses, if any, of any such professional persons
incurred, directly or indirectly, in respect of, arising from or relating to,
the initiation or prosecution of any action for preferences, fraudulent
conveyances, other avoidance power claims or any other claims or causes of
action against the Administrative Agent or the Lenders or with respect to this
Agreement, the Obligations or the U.S. Bank Pre-Petition Indebtedness; provided,
however, that the Carveout may be used to investigate such claims and causes of
action), not to exceed One Million Two Hundred and Fifty Thousand Dollars
($1,250,000.00) in the aggregate; provided, however, that such dollar limitation
on fees and disbursements shall not be reduced by the amount of any compensation
and reimbursement of expenses paid prior to the occurrence of a Default or an
Event of Default in respect of which the Carve-Out is invoked or any fees,
expenses, indemnities or other amounts paid to the Administrative Agent, the
Lenders and their respective attorneys and agents under this Agreement or
otherwise.

                  "Final Order" means an order of the Bankruptcy Court pursuant
to section 364 of the Bankruptcy Code in the form attached hereto as Exhibit H.

                  (d) Section 2.2(a) of the Credit Agreement is amended and
restated in its entirety to read as follows:

                                       2
<PAGE>

                  "(a) The Borrower may request Borrowings be made on December
        27, 2002, January 6, 2003 and thereafter (i) only on the first Business
        Day of any Weekly Borrowing Period or (ii) on each Business Day of any
        Daily Borrowing Period. The Borrowing Period that shall be in effect for
        each calendar week shall be a Weekly Borrowing Period, unless the
        Administrative Agent notifies by facsimile, telephone or otherwise (a
        "Daily Mode Notice") the Borrower before 11:00 A.M. (New York City Time)
        on the first Business Day of such week that such week shall be a Daily
        Borrowing Period. If such notice is given by telephone, it shall be
        effective immediately upon such telephone call being made by the
        Administrative Agent to the Borrower. Notwithstanding how such notice is
        given, it shall only be effective during the week in which it is given.
        The Administrative Agent shall be entitled to give or not give such
        notice in its sole discretion. Each Borrowing of Loans (including to
        CFCC) shall be made on notice given by the Borrower to the
        Administrative Agent not later than 4:00 P.M. (New York City time) (i)
        one Business Day, in the case of a Borrowing of Base Rate Loans, and
        (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate
        Loans, prior to the date of the proposed Borrowing. Each such notice
        shall be in substantially the form of Exhibit C (a "Notice of
        Borrowing") specifying (i) the date of such proposed Borrowing, (ii) the
        aggregate amount of such proposed Borrowing, (iii) whether any portion
        of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate
        Loans, (iv) the Available Credit (after giving effect to the proposed
        Borrowing), (v) the Budgeted Amount (after giving effect to the proposed
        Borrowing) and (vi) any amount to be netted pursuant to Section 2.8(b);
        provided that with respect to any Borrowing to be made on the first
        Business Day of any week, the amount of such proposed Borrowing,
        Available Credit and Budgeted Amount will be specified (i) for the first
        Business Day of such week only (assuming such week will be a Daily
        Borrowing Period), and (ii) for such week (assuming such week will be a
        Weekly Borrowing Period). In all events, the Borrower must comply with
        the requirements for Borrowing each time a Borrowing is made during any
        Borrowing Period. If a Daily Borrowing Period is in effect, the Borrower
        must comply with the requirements for Borrowing with respect to each
        Borrowing made during the Daily Borrowing Period. If a Weekly Borrowing
        Period is in effect, the Borrower must comply with the requirements for
        Borrowing with respect to the one Borrowing permitted to be made during
        the Weekly Borrowing Period. If the Administrative Agent provides the
        Daily Mode Notice, the Lenders shall only be obligated, subject to the
        satisfaction of the requirements of this Agreement, to make the Loans
        requested for the first day in the Notice of Borrowing; provided, that
        the Borrower may request additional Borrowings during such calendar week
        in accordance with this Section 2.2(a). If the Administrative Agent does
        not provide the Daily Mode Notice, the Lenders shall be obligated,
        subject to the satisfaction of the requirements of this Agreement, only
        to make the Loans requested for such week in the Notice of Borrowing.
        The Loans shall be made as Base Rate Loans unless (subject to Section
        2.16) the Notice of Borrowing specifies that all or a portion thereof
        shall be Eurodollar Rate Loans. Each Borrowing shall be in an aggregate
        amount of not less than $100,000 or an integral multiple of $100,000 in
        excess thereof.

                  (e) Section 2.2(b) of the Credit Agreement is amended and
restated by amending and restating its first sentence in its entirety to read as
follows: "The Administrative Agent shall give to each Lender prompt notice of
(i) the Administrative Agent's receipt of a Notice of

                                       3
<PAGE>

Borrowing, (ii) if relevant pursuant to the terms of Section 2.2(a), whether the
Administrative Agent will be funding Borrowings for such week on a weekly or
daily basis and (iii) if Eurodollar Rate Loans are properly requested in such
Notice of Borrowing, the applicable interest rate determined pursuant to Section
2.16(a)."

                  (f) Section 2.8(b) of the Credit Agreement is amended by
amending and restating the first sentence in its entirety to read as follows:
"The Borrower shall prepay the Revolving Credit Loans (i) if a Weekly Borrowing
Period is in effect, on the last Business Day of each week, commencing Friday,
January 3, 2003, in an amount equal to the Excess Cash as of the end of such
Business Day, and (ii) if a Daily Borrowing Period is in effect, on each
Business Day in an amount equal to the Excess Cash as of the end of such
Business Day (and, in each case, if the actual amount of Excess Cash as of such
date exceeds the amount estimated by the Borrower pursuant to the definition
thereof, the Borrower shall prepay (an "Additional Excess Cash Prepayment") the
Revolving Credit Loans on the next Business Day by the amount of such excess)."

                  (g) Section 3.2(f) of the Credit Agreement is amended by
amending and restating its first sentence to read as follows: "With respect to
any Loan made on or after January 8, 2003, the Bidding Procedures Order shall
(x) be certified by the Clerk of the Bankruptcy Court as having been duly
entered, (y) be in full force and effect and (z) shall not have been vacated,
reversed, modified, amended or stayed without the prior written consent of the
Administrative Agent."

                  (h) Section 9.1(l) of the Credit Agreement is amended and
restated in its entirety to read as follows: "The Bankruptcy Court shall (upon
motion of any party other than the Administrative Agent or any of the Lenders)
enter an order appointing a responsible officer or an examiner with powers
beyond the duty to investigate and report, as set forth in sections 1106(a)(3)
and (4) of the Bankruptcy Code, in any of the Cases;"

                  (i) Section 9.1(o) of the Credit Agreement is amended by
amending and restating the first sentence in its entirety to read as follows:
"The financial results of the Borrower during any one calendar week period shall
be more than a 10% adverse variation from any line item in the Budget (but not
in excess of $5,000,000 for the first calendar week included in the Budget and
$1,000,000 for each subsequent calendar week) or such other greater percentage
adverse variation as may be agreed to in writing by the Administrative Agent; it
being understood that expenditures not made in any specific week may be made in
a subsequent calendar week for the same purpose;"

                                       4
<PAGE>

                  (j) Section 13.8 of the Credit Agreement is amended by
amending and restating the lead-in to such section in its entirety to read as
follows: "Except as otherwise set forth in Section 2.2(a), all notices, demands,
requests and other communications provided for in this Agreement shall be given
in writing, or by any telecommunication device capable of creating a written
record, and addressed to the party to be notified as follows:"

                  (k) Exhibit A hereto is hereby added to the Credit Agreement
as Exhibit H.

                  SECTION 2. Representations and Warranties of the Borrower. The
Borrower, and, as to itself, each of the Parent Guarantor and CFCC, represents
and warrants as follows:

                  (a) Power and Authority. The Borrower and each Guarantor each
has all requisite power and authority under applicable law and under its
Constituent Documents to execute, deliver and perform its respective obligations
under this Amendment and the Loan Documents to which it is a party. All actions,
waivers and consents (corporate, regulatory and otherwise) necessary or
appropriate for the Borrower and each Guarantor to execute, deliver and perform
this Amendment have been taken and/or received.

                  (b) Validity and Legal Effect. This Amendment has been duly
executed and delivered by the Borrower and each Guarantor. This Amendment and
the Credit Agreement, as modified hereby, constitutes, and the other Loan
Documents to which the Borrower or any Guarantor is a party constitute (or will
constitute when executed and delivered), the legal, valid and binding
obligations of the Borrower or such Guarantor, as applicable, enforceable
against it in accordance with the terms thereof.

                  (c) No Default or Event of Default. Both before and after
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.

                  SECTION 3. Conditions of Effectiveness. This Amendment shall
become effective (the "Effective Date") as of the date first above written when,
and only when, the parties hereto shall have executed a counterpart of this
Amendment and delivered the same to the Administrative Agent.

                  SECTION 4. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement, as modified by this Amendment.

                  (b) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan Documents
except as expressly modified by this Amendment.

                  SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall

                                       5
<PAGE>

constitute but one and the same agreement. Delivery of an executed counterpart
of a signature page to this Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment.

                  SECTION 6. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.








                                       6
<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.



                                         CONSECO FINANCE CORP., as Borrower


                                         By: /s/ Keith Anderson
                                            ------------------------------------
                                            Name:  Keith Anderson
                                            Title:


                                         CIHC, INCORPORATED, as Parent Guarantor


                                         By: /s/ David K. Herzog
                                            ------------------------------------
                                            Name:  David K. Herzog
                                            Title: Secretary


                                         CONSECO FINANCE SERVICING CORP.,
                                          a Subsidiary Guarantor


                                         By: /s/ Keith Anderson
                                            ------------------------------------
                                            Name:  Keith Anderson
                                            Title:



                                         FPS DIP LLC, as
                                          Administrative Agent and as a Lender


                                         By: /s/ Randal A. Nardone
                                            ------------------------------------
                                            Name:  Randal A. Nardone
                                            Title: COO & Secretary



<PAGE>



                                         CONSECO FINANCE CREDIT CORP.,


                                         By: /s/ Keith Anderson
                                            ------------------------------------
                                            Name:  Keith Anderson
                                            Title:




<PAGE>


                                    EXHIBIT A

                                   FINAL ORDER




<PAGE>




                                 AMENDMENT NO. 4


                  AMENDMENT NO. 4, dated as of February 7, 2003 (this
"Amendment"), to the SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT
AGREEMENT, dated as of December 19, 2002 (as amended, supplemented or otherwise
modified prior to the date hereof, including by Amendment No. 1 dated as of
December 23, 2002, Amendment No. 2 dated as of December 24, 2002, Waiver No. 1
dated as of January 7, 2003 and Amendment No. 3 dated as of January 17, 2003,
the "Credit Agreement"), by and among CONSECO FINANCE CORP., a Delaware
corporation, as debtor and debtor in possession (the "Borrower"), CIHC,
INCORPORATED, a Delaware corporation, debtor and debtor in possession and the
parent of the Borrower, as guarantor (the "Parent Guarantor"), CONSECO FINANCE
SERVICING CORP., a Delaware corporation, and CONSECO FINANCE CREDIT CORP., a New
York corporation, as guarantors (the "Subsidiary Guarantors" and together with
the Parent Guarantor, the "Guarantors"), the Lenders, and FPS DIP LLC, a
Delaware limited liability company ("FPS"), as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").

                                    RECITALS:

                  A. The Borrower, the Parent Guarantor, the Subsidiary
Guarantors, the Lenders and the Administrative Agent have entered into the
Credit Agreement. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed thereto in the Credit Agreement.

                  B. The Borrower, the Parent Guarantor and the Subsidiary
Guarantors have requested certain amendments to the Credit Agreement and the
Lenders and the Administrative Agent, subject to the terms and conditions set
forth herein, have agreed to such amendments.

                  SECTION 1. Amendment. Effective as of January 31, 2003,
subject to the satisfaction of the conditions precedent set forth in Section 3
hereof, the parties hereto hereby agree the Credit Agreement shall be amended as
follows:

                  (a) The second recital of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "WHEREAS, the Borrower, the Subsidiary Guarantors and certain
other persons have entered into the Asset Purchase Agreement dated as of
December 19, 2002 (as in effect February 7, 2003, the "Asset Purchase
Agreement") providing for the purchase by CFN Investment Holdings LLC ("CFN") of
the Purchased Assets (as defined in the Asset Purchase Agreement, the "Purchased
Assets")."

                  (b) Section 1 of the Credit Agreement is amended by amending
and restating the following definitions in their entirety to read as follows:

<PAGE>


                  ""Final Order" means the orders of the Bankruptcy Court in the
form attached hereto as Exhibit H, or such other form as may be acceptable to
the Administrative Agent."

                  (c) Section 3.2(f) of the Credit Agreement is amended by
amending and restating its third sentence to read as follows: "With respect to
any Loan made on or after February 12, 2003, the 9019 Order shall (x) be
certified by the Clerk of the Bankruptcy Court as having been duly entered, (y)
be in full force and effect and (z) shall not have been vacated, reversed,
modified, amended or stayed without the prior written consent of the
Administrative Agent."

                  (d) Section 9.1(p) of the Credit Agreement is amended and
restated in its entirety to read as follows: "(i) The 9019 Order shall not have
been entered on or before February 12, 2003, (ii) from and after the date of
entry thereof, the 9019 Order or the Interim 9019 Order shall cease to be in
full force and effect, (iii) any Loan Party shall fail to comply with the terms
of the 9019 Order or the Interim 9019 Orders in any material respect or (iv)
either the 9019 Order or the Interim 9019 Order shall be amended, supplemented,
stayed, reversed, vacated or otherwise modified (or any of the Loan Parties
shall apply for authority to do so) without the written consent of the
Administrative Agent; or"

                  (e) Exhibit H to the Credit Agreement is hereby amended and
restated in its entirety to read as set forth on Exhibit A hereto.

                  SECTION 2. Representations and Warranties of the Borrower. The
Borrower, and, as to itself, each of the Parent Guarantor and CFCC, represents
and warrants as follows:

                  (a) Power and Authority. The Borrower and each Guarantor each
has all requisite power and authority under applicable law and under its
Constituent Documents to execute, deliver and perform its respective obligations
under this Amendment and the Loan Documents to which it is a party. All actions,
waivers and consents (corporate, regulatory and otherwise) necessary or
appropriate for the Borrower and each Guarantor to execute, deliver and perform
this Amendment have been taken and/or received.

                  (b) Validity and Legal Effect. This Amendment has been duly
executed and delivered by the Borrower and each Guarantor. This Amendment and
the Credit Agreement, as modified hereby, constitutes, and the other Loan
Documents to which the Borrower or any Guarantor is a party constitute (or will
constitute when executed and delivered), the legal, valid and binding
obligations of the Borrower or such Guarantor, as applicable, enforceable
against it in accordance with the terms thereof.

                  (c) No Default or Event of Default. After giving effect to
this Amendment, no Default or Event of Default has occurred and is continuing.

                  SECTION 3. Conditions of Effectiveness. This Amendment shall
become effective (the "Effective Date") as of the date first above written when,
and only when, the parties hereto shall have executed a counterpart of this
Amendment and delivered the same to the Administrative Agent.

                  SECTION 4. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this

                                       2
<PAGE>

Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement, as modified by this Amendment.

                  (b) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan Documents
except as expressly modified by this Amendment.

                  SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION 6. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.




                                       3

<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.



                                         CONSECO FINANCE CORP., as Borrower


                                         By: /s/ Keith Anderson
                                            ------------------------------------
                                            Name:  Keith Anderson
                                            Title:


                                         CIHC, INCORPORATED, as Parent Guarantor


                                         By: /s/ David K. Herzog
                                            ------------------------------------
                                            Name:  David K. Herzog
                                            Title: Secretary


                                         CONSECO FINANCE SERVICING CORP.,
                                          a Subsidiary Guarantor


                                         By: /s/ Keith Anderson
                                            ------------------------------------
                                            Name:  Keith Anderson
                                            Title:



                                         FPS DIP LLC, as
                                          Administrative Agent and as a Lender


                                         By: /s/ Randal A. Nardone
                                            ------------------------------------
                                            Name:  Randal A. Nardone
                                            Title: COO & Secretary



<PAGE>



                                         CONSECO FINANCE CREDIT CORP.,
                                          a Subsidiary Guarantor


                                         By: /s/ Keith Anderson
                                            ------------------------------------
                                            Name:  Keith Anderson
                                            Title:




<PAGE>


                                    EXHIBIT A

                                   FINAL ORDER



<PAGE>




                                 AMENDMENT NO. 5


                  AMENDMENT NO. 5, dated as of March 14, 2003 (this
"Amendment"), to the SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT
AGREEMENT, dated as of December 19, 2002 (as amended, supplemented or otherwise
modified prior to the date hereof, including by Amendment No. 1 dated as of
December 23, 2002, Amendment No. 2 dated as of December 24, 2002, Waiver No. 1
dated as of January 7, 2003, Amendment No. 3 dated as of January 17, 2003, and
Amendment No. 4 dated as of February 7, 2003, the "Credit Agreement"), by and
among CONSECO FINANCE CORP., a Delaware corporation, as debtor and debtor in
possession (the "Borrower"), CIHC, INCORPORATED, a Delaware corporation, debtor
and debtor in possession and the parent of the Borrower, as guarantor (the
"Parent Guarantor"), CONSECO FINANCE SERVICING CORP., a Delaware corporation,
and CONSECO FINANCE CEDIT CORP., a New York corporation and the other persons
party hereto as subsidiary guarantors (the "Subsidiary Guarantors" and together
with the Parent Guarantor, the "Guarantors"), the Lenders, and FPS DIP LLC, a
Delaware limited liability company ("FPS"), as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").

                                    RECITALS:

                  A. The Borrower, the Parent Guarantor, the Subsidiary
Guarantors, the Lenders and the Administrative Agent have entered into the
Credit Agreement. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed thereto in the Credit Agreement.

                  B. The Borrower, the Parent Guarantor and the Subsidiary
Guarantors have requested certain amendments to the Credit Agreement and the
Lenders and the Administrative Agent, subject to the terms and conditions set
forth herein, have agreed to such amendments.

                  SECTION 1. Amendment. Effective as of March 14, 2003, subject
to the satisfaction of the conditions precedent set forth in Section 3 hereof,
the parties hereto hereby agree the Credit Agreement shall be amended as
follows:

                  (a) The second recital of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "WHEREAS, the Borrower, the Subsidiary Guarantors and certain
other Persons have entered into the Asset Purchase Agreement dated as of
December 19, 2002 (as in effect on March 14, 2003, the "Asset Purchase
Agreement") providing for the purchase by CFN Investment Holdings LLC ("CFN") of
the Purchased Assets (as defined in the Asset Purchase Agreement, the "Purchased
Assets"); and on March 14, 2003, the Bankruptcy Court entered the Sale Order
contemplated by the Bidding Procedures Order which, among other things, permits
the sale of the Pledged Mill Creek Securities or assets of Mill Creek to General
Electric Consumer Finance for a price at least sufficient to pay the Obligations
in full and which would result in a credit of $270,000,000 to the purchase price
to be paid by the Buyer under the Asset Purchase Agreement (the "GE Mill Creek
Sale"); "

<PAGE>

                  (b) The sixth recital of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  "WHEREAS, the Borrower has requested that the Lenders provide
a secured super-priority credit facility of up to $150,000,000 consisting of a
$90,000,000 revolving credit facility and a $60,000,000 term loan facility in
order to fund the continued operation of the Borrower's and the Guarantors'
businesses and to repay the U.S. Bank Prepetition Indebtedness."

                  (c) Section 1 of the Credit Agreement is amended by amending
and restating the following definitions in their entirety to read as follows:

                  ""Final Order" means the orders of the Bankruptcy Court in the
form attached hereto as Exhibit H, or such other form as may be acceptable to
the Administrative Agent, modified by the order referred to in Section 3(c) of
Amendment No. 5 to this Agreement."

                  "Scheduled Termination Date" means the earlier of (x) the
termination for any reason of the Asset Purchase Agreement, (y) the later of the
Closing Date (as defined in the Asset Purchase Agreement) and the closing of the
GE Mill Creek Sale and (z) April 16, 2003 (which date shall become May 31, 2003
upon the approval of the Bankruptcy Court referred to in Section 3(c) of
Amendment No. 5 to this Agreement)."

                  (d) Section 2.8(a) of the Credit Agreement is amended by
amending and restating clauses (3) through (6) thereof in their entirety to read
as follows:

                        (3) With respect to Asset Sales permitted by Section
                  8.4(b) comprised of Purchased Assets (other than the assets
                  sold pursuant to the GE Mill Creek Sale or Pledged Mill Creek
                  Securities), the Borrower shall immediately prepay the
                  Revolving Credit Loans in an amount equal to the Net Cash
                  Proceeds thereof (including net of the Lehman Debt Amount as
                  such term is defined in the Asset Purchase Agreement). Such
                  prepayment shall result in a termination of the Revolving
                  Credit Commitment. The Borrower shall then immediately prepay
                  the Term Loans in any amount equal to any remaining Net Cash
                  Proceeds. Nothing herein shall affect the existence and effect
                  of the Scheduled Termination Date in such event.

                        (4) With respect to Asset Sales permitted by Section
                  8.4(b) comprised of the assets sold pursuant to the GE Mill
                  Creek Sale or the Pledged Mill Creek Securities, the Borrower
                  shall immediately prepay the Revolving Credit Loans in full.
                  Such prepayment shall result in a termination of the Revolving
                  Credit Commitment. The Borrower shall also immediately prepay
                  the Term Loans in full.

                        (5) Intentionally Omitted.

                        (6) Intentionally Omitted."

                                       2
<PAGE>

                  (e) Section 2.10(b) of the Credit Agreement is amended and
restated by amending and restating its clause (a) to read as follows: "(a) the
Pledged Mill Creek Securities were purchased by a Person other than CFN and its
affiliates or the GE Mill Creek Sale has occurred".

                  (f) Section 3.2(f) of the Credit Agreement is amended by
amending and restating its third sentence to read as follows: "With respect to
any Loan made on or after March 14, 2003, the 9019 Order shall (x) be certified
by the Clerk of the Bankruptcy Court as having been duly entered, (y) be in full
force and effect and (z) shall not have been vacated, reversed, modified,
amended or stayed without the prior written consent of the Administrative
Agent."

                  (g) Section 3.2 of the Credit Agreement is amended by adding
the following new clause (k) after existing clause (j): "(k) No Lender shall be
obligated to make any Revolving Credit Loan on or prior to March 21, 2003. No
Lender shall be obligated to make any Revolving Credit Loan on or after March
21, 2003 unless the Borrower submits to the Administrative Agent a revised
Budget through June 30, 2003 and the Administrative Agent approves the substance
of such revised budget, which revised budget, upon such approval, shall
constitute the Budget under this Agreement."

                  (h) Section 8.4(b) of the Credit Agreement is amended and
restated in its entirety to read as follows: "(b) a sale of assets pursuant to
the Asset Purchase Agreement provided the Obligations are repaid to the extent
required pursuant to Section 2.8 on the date of consummation of such sale, and
the GE Mill Creek Sale provided the purchase price paid with respect thereto is
sufficient to repay the Obligations and in full and, on the date of such sale,
the Obligations are paid in full; and".

                  (i) Section 9.1(p) of the Credit Agreement is amended and
restated in its entirety to read as follows: "(i) The 9019 Order shall not have
been entered on or before March 14, 2003, (ii) from and after the date of entry
thereof, the 9019 Order or the Interim 9019 Order shall cease to be in full
force and effect, (iii) any Loan Party shall fail to comply with the terms of
the 9019 Order or the Interim 9019 Orders in any material respect or (iv) either
the 9019 Order or the Interim 9019 Order shall be amended, supplemented, stayed,
reversed, vacated or otherwise modified (or any of the Loan Parties shall apply
for authority to do so) without the written consent of the Administrative Agent;
or"

                  (j) Schedule 1 to the Credit Agreement is hereby amended and
restated in its entirety to read as set forth on Exhibit A hereto.

                  SECTION 2. Representations and Warranties of the Borrower. The
Borrower, and, as to itself, each of the Parent Guarantor and each Subsidiary
Guarantor, represents and warrants as follows:

                  (a) Power and Authority. The Borrower and each Guarantor each
has all requisite power and authority under applicable law and under its
Constituent Documents to execute, deliver and perform its respective obligations
under this Amendment and the Loan Documents to which it is a party. All actions,
waivers and consents (corporate, regulatory and otherwise) necessary or
appropriate for the Borrower and each Guarantor to execute, deliver and perform
this Amendment have been taken and/or received.

                                       3
<PAGE>

                  (b) Validity and Legal Effect. This Amendment has been duly
executed and delivered by the Borrower and each Guarantor. This Amendment and
the Credit Agreement, as modified hereby, constitutes, and the other Loan
Documents to which the Borrower or any Guarantor is a party constitute (or will
constitute when executed and delivered), the legal, valid and binding
obligations of the Borrower or such Guarantor, as applicable, enforceable
against it in accordance with the terms thereof.

                  SECTION 3. Conditions of Effectiveness. This Amendment shall
become effective (the "Effective Date") as of the date first above written when,
and only when: (a) the parties hereto shall have executed a counterpart of this
Amendment and delivered the same to the Administrative Agent and (b) the
Administrative Agent shall have received such documents as it may reasonably
request from the Borrower, the Parent Guarantor and the Subsidiary Guarantors,
and (c) solely as to the amendment (i) of the definition of Scheduled
Termination Date to the extent it extends such date to May 31, 2002 and (ii) in
Section 1(j) of this Amendment, the Administrative Agent shall have received
certified copies of orders of the Bankruptcy Court approving the terms of this
Amendment, such orders to be in form acceptable to the Administrative Agent in
its sole discretion.

                  SECTION 4. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement, as modified by this Amendment.

                  (b) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan Documents
except as expressly modified by this Amendment.

                  SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION 6. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.

                                       4

<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.



                                         CONSECO FINANCE CORP., as Borrower


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:


                                         CIHC, INCORPORATED, as Parent Guarantor


                                         By: /s/ Eugene Bullis
                                            ------------------------------------
                                            Name:  Eugene Bullis
                                            Title:


                                         CONSECO FINANCE SERVICING CORP.,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:



                                         FPS DIP LLC, as
                                          Administrative Agent and as a Lender


                                         By: /s/ Wes Edens
                                            ------------------------------------
                                            Name:  Wes Edens
                                            Title: President & CEO

<PAGE>


                                         U.S. BANK NATIONAL ASSOCIATION, as
                                          Lender and Sub-Agent


                                         By: /s/ Daniel J. Falstad
                                            ------------------------------------
                                            Name:  Daniel J. Falstad
                                            Title: Vice President


                                         LEHMAN COMMERCIAL PAPER, INC. as
                                          a Lender


                                         By: /s/ Frank Preziose
                                            ------------------------------------
                                            Name:  Frank Preziose
                                            Title: Authorized Signatory





<PAGE>



                                         CONSECO FINANCE CREDIT CORP.,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:


                                         CONSECO FINANCE CORP. - ALABAMA - ,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:


                                         CONSECO FINANCE CONSUMER DISCOUNT
                                          COMPANY, a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:


                                         CONSECO FINANCE CANADA COMPANY,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:



                                         CONSECO FINANCE LOAN COMPANY,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:

<PAGE>


                                         RICE PARK PROPERTIES CORPORATION,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:



                                         LANDMARK MANUFACTURED HOUSING, INC.,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:


                                         CONSECO AGENCY OF NEVADA, INC.,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:



                                         CONSECO AGENCY OF NEW YORK, INC.,
                                          a Subsidiary Guarantor


                                         By:  /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:



                                         CONSECO AGENCY, INC.,
                                          a Subsidiary Guarantor


                                         By:  /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:



<PAGE>

                                         CONSECO AGENCY OF ALABAMA, INC.,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:



                                         CONSECO AGENCY OF KENTUCKY, INC.,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:



                                         CRUM-REED GENERAL AGENCY, INC.,
                                          a Subsidiary Guarantor


                                         By: /s/ Charles H. Cremens
                                            ------------------------------------
                                            Name:  Charles H. Cremens
                                            Title:






<PAGE>


                                    EXHIBIT A

                                   Schedule I*
<TABLE>
<CAPTION>

--------------------------------------------------------------- --------------------- ---------------------
Lender                                                          Revolving Credit
                                                                Commitment            Term Loan Commitment

--------------------------------------------------------------- --------------------- ---------------------
--------------------------------------------------------------- --------------------- ---------------------
<S>                                                             <C>                   <C>
FPS DIP LLC                                                     $ 76,500,000          $ 8,500,000
--------------------------------------------------------------- --------------------- ---------------------
--------------------------------------------------------------- --------------------- ---------------------
Lehman Commercial Paper, Inc.                                   $ 13,500,000          $ 1,500,000
--------------------------------------------------------------- --------------------- ---------------------
--------------------------------------------------------------- --------------------- ---------------------
U.S. Bank National Association                                  --------------        $50,000,000
--------------------------------------------------------------- --------------------- ---------------------
--------------------------------------------------------------- --------------------- ---------------------
Total                                                           $ 90,000,000          $60,000,000
--------------------------------------------------------------- --------------------- ---------------------
--------------------------------------------------------------- --------------------- ---------------------
<FN>

*After giving effect to Amendment No. 5 to the Credit
Agreement and assignments made on or prior to the effective
date of Amendment No. 5
--------------------------------------------------------------- --------------------- ---------------------
</FN>
</TABLE>