CONSECO INC
EXHIBIT 10.46.7
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>thirdamendment.txt
<DESCRIPTION>EXHIBIT 10.46.7
<TEXT>
                                                               Exhibit 10.46.7

              THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT (LCPI)

          This Third Amendment to Master Repurchase Agreement (LCPI) (this
"Amendment") amends the Second Amended and Restated Master Repurchase Agreement
(as amended, the "Repurchase Agreement"), dated as of January 30, 2002, by and
between Lehman Commercial Paper Inc. (the "Buyer") and Green Tree Finance
Corp.-Five, a Minnesota corporation (the "Seller").

          WHEREAS, the parties entered into previous amendments of the
Repurchase Agreement, dated as of April 30, 2002 and August 12, 2002;

          WHEREAS, the Seller, Conseco Finance Corp. (the "Guarantor"), Green
Tree Residual Finance Corp. I ("GTRFC"),the Buyer and Lehman Brothers, Inc.
("LB" and, together with the Buyer, "Lehman") have entered into an Amendment and
Forbearance Agreement, dated as of September 30, 2002 (the "Original Forbearance
Agreement"), whereby such parties have agreed, among other things, to amend the
Repurchase Agreement and other agreements described therein;

          WHEREAS, the parties to the Original Forbearance Agreement have agree
to amend and restate such agreement by an Amended and Restated Forbearance
Agreement, dated as of the date hereof (the "Forbearance Agreement");

          WHEREAS, capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Repurchase Agreement; and

          WHEREAS, the parties desire to further amend the Repurchase Agreement
in the following respects;

          NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Repurchase Agreement is hereby
amended as follows.

          1. The term "Applicable Margin" set forth in Section 2 of the
Repurchase Agreement is hereby amended and restated in its entirety as follows:

               "Applicable Margin" means (i) in respect of Home Equity Loans,
          0.85% per annum, provided, however, that in respect of Home Equity
          Loans that are Wet Home Equity Loans such percentage shall be
          increased to 1.1% per annum; (ii) in respect of High LTV Home Equity
          Loans, 1.0% per annum, provided, however, that in respect of High LTV
          Home Equity Loans that are Wet High LTV Home Equity Loans such
          percentage shall be increased to 1.25% per annum; (iii) in respect of
          Home Improvement Loans, 0.85% per annum, provided, however, that in
          respect of Home Improvement Loans that are Wet Home Improvements Loans
          such percentage shall be increased to 1.1 % per annum; (iv) in respect
          of Manufacturing Housing Contracts, 0.925% per annum; provided,
          however, that in respect of Manufacturing Housing Contracts that are
          Wet Manufacturing Housing Contracts such percentage shall be increased
          to 1.175% per annum; and (v) in respect of Esoteric Assets, 1.5% per
          annum until and including June 30, 2002 and

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          3.0% per annum from and including July 1, 2002; provided further,
          however, that if the aggregate Purchase Price for all Transactions
          hereunder exceeds $500,000,000 the "Applicable Margin" in respect of
          Transactions in an amount by which the aggregate Purchase Price is in
          excess of $500,000,000 shall be increased to 2.00%, which shall be
          effected by increasing to 2.00% the Applicable Margin for the
          Transactions with the highest Applicable Margins currently being
          charged hereunder (other than Transactions in respect of Esoteric
          Assets)(increasing the margin on the Transactions with highest
          Applicable Margin first and then the Transactions with the next
          highest Applicable Margin and then Transactions with the next highest
          Applicable Margin .etc.) until Transactions in an amount by which the
          aggregate Purchase Price exceeds $500.000.000 have an Applicable
          Margin of 2.00%.

          2. The term "Collateral Amount Percentage" set forth in Section 2 of
the Repurchase Agreement is hereby amended and restated in its entirety as
follows:

               "Collateral Amount Percentage" means the amount set forth in the
          Confirmation which, in any event, (i) shall not be less than 103% with
          respect to Home Equity Loans in determining whether a Collateral
          Deficit exists pursuant to the first sentence of Section 4(a) hereof,
          (ii) (a) shall not be less than 110% with respect to Insured Home
          Improvement Loans in determining whether a Collateral Deficit exists
          pursuant to the first sentence of Section 4(a) hereof, (b) shall not
          be less than 115% with respect to Uninsured Home Improvement Loans in
          determining whether a Collateral Deficit exists pursuant to the first
          sentence of Section 4( a) hereof, (iii) shall not be less than 110%
          with respect to loans arising under Retail Installment Contracts in
          determining whether a Collateral Deficit exists pursuant to the first
          sentence of Section 4(a) hereof, (iv) shall not be less than 115% with
          respect to High LTV Home Equity Loans in determining whether a
          Collateral Deficit exists pursuant to the first sentence of Section
          4(a)hereof; (v) shall not be less than 105% with respect to
          Manufactured Housing Contracts in determining whether a Collateral
          Deficit exists pursuant to the first sentence of Section 4(a) hereof;
          provided however, that such amount shall not be less than 250% with
          respect to Excess Repo Refi Contracts in determining whether a
          Collateral Deficit exists pursuant to the first sentence of Section
          4(a) hereof, (vi) shall not be less than 143% with respect to Vehicle
          Leases in determining whether a Collateral Deficit exists pursuant to
          the first sentence of Section 4(a) hereof, (vii) shall not be less.
          than 161 % with respect to Floor Plan Assets in determining whether a
          Collateral Deficit exists pursuant to the first sentence of Section
          4(a) hereof and (viii) shall not be less than 110% with respect to
          HELOCs in determining whether a Collateral Deficit exists pursuant to
          the first sentence of Section 4(a) hereof.

          3. The term "Excess Repo Refi Contracts" set forth in Section 2 of the
Repurchase Agreement is hereby amended and restated in its entirety as follows:

               "Excess Reno Refi Contract" means either (as the context
          requires} (i) any Repo Refi Contract that, if such Repo Refi Contract
          becomes subject to an

                                       2
<PAGE>


          outstanding Transaction hereunder, would result in the aggregate
          Purchase Price of all Repo Refi Contracts subject to outstanding
          Transactions hereunder to exceed 20% of the aggregate outstanding
          Repurchase Price for all Manufactured Housing Contracts subject to
          Transactions hereunder or (ii) any Repo Refi Contract that becomes
          subject to a Transaction hereunder when the aggregate Purchase Price
          of all Repo Refi Contracts subject to outstanding Transactions
          hereunder exceeds 20% of the aggregate outstanding Repurchase Price
          for all Manufactured Housing Contracts subject to Transactions
          hereunder; provided that if, subsequent to such Repo Refi Contract
          becoming subject to a Transaction hereunder, the aggregate Purchase
          Price of all Repo Refi Contracts subject to outstanding Transactions
          hereunder is less than 20% of the aggregate outstanding Repurchase
          Price for all Manufactured Housing Contracts subject to Transactions
          hereunder, such Repo Refi Contract shall no longer be considered an
          "Excess Repo Refi Contract", provided, further, in the event that as
          of any date of determination the aggregate Purchase Price of all
          outstanding Repo Refi Contracts subject to Transactions exceed 20% of
          the outstanding Repurchase Price of all Manufactured Housing Contracts
          subject to Transactions hereunder such excess Repo Refi Contracts as
          identified by Buyer shall constitute "Excess Repo Refi Contract".

          4. The term "First Lien Home Equity Loans" shall be added to Section 2
of the Repurchase Agreement as a new defined term as follows:

               "First Lien Home Equity Loans" means those Home Equity Loans
          constituting first lien loans.

          5. The terms "Forbearance Agreement" and "Forbearance Period" shall be
added to Section 2 of the Repurchase Agreement as new defined terms as follows:

               "Forbearance Agreement" means that certain Amended and Restated
          Forbearance Agreement dated as of October 9, 2002 by and among the
          Buyer, the Seller, the Guarantor, Green Tree Residual and Lehman
          Brothers Inc.

               "Forbearance Period" shall have the meaning-given such term in
          Section 2 of the Forbearance Agreement.

          6. The term "Permitted Temporary Repo Refi Overlimit" set forth in
Section 2 of the Repurchase Agreement is hereby amended and restated in its
entirety as follows:

               "Permitted Temporary Repo Refi Overlimit" means, (i) during the
          Forbearance Period, an amount of Excess Repo Refi Contracts otherwise
          constituting Eligible Assets purchased by the Buyer from the Seller
          hereunder at a Purchase Price m each case not exceeding 40% of the
          principal amount thereof and with an aggregate Purchase Price not
          exceeding $16 million, and (ii) thereafter, $0.

          7. The term "Purchase Price" set forth in Section 2 of the Repurchase
Agreement is hereby amended and restated in its entirety as follows:

                                       3
<PAGE>

               "Purchase Price" means, on each Purchase Date, the price at which
          Purchased Eligible Assets are transferred by Seller to Buyer or its
          designee (including the Custodian); provided, however, that (i) other
          than as set forth in the proviso to this clause (i) and the
          immediately succeeding clause (ii), the Purchase Price of any Home
          Equity Loan shall not in any event exceed 95% of the principal amount
          thereof; provided that on and after October 16, 2002 but only during
          the Forbearance Period the Purchase Price of any First Lien Home
          Equity Loan (other than any Him L TV Home Equity Loan and any Section
          32 Loan) may exceed 95% of the principal amount thereof but shall not
          in any event exceed 100% of the principal amount thereof, (ii) the
          Purchase Price of any High L TV Home Equity Loan shall not in any
          event exceed 85% of the principal amount thereof. (iii) the Purchase
          Price of any Insured Home Improvement Loan shall not in any event
          exceed 90% of the principal amount thereof. (iv) the Purchase Price of
          any Uninsured Home Improvement Loan shall not in any event exceed 90%
          of the principal amount thereof, (v) the Purchase Price of any Retail
          Installment Contract shall not in any event exceed 90% of the
          principal amount thereof. (vi) the Purchase Price of any Manufactured
          Housing Contract shall not in any event exceed 95% of the principal
          amount thereof; provided that the Purchase Price of any Excess Reno
          Refi Contracts shall not in any event exceed 40% of the principal
          amount thereof, (vii) the Purchase Price of any Vehicle Lease shall
          not in any event exceed 70% of the net discounted present value
          determined at Buyer's reasonable discretion of all rents to be paid
          under such Vehicle Lease (without taking into account the residual
          value under such Vehicle Lease), (viii) the Purchase Price of any
          Floor Plan Asset shall not in any event exceed 62.5% of the principal
          amount thereof and (ix) the Purchase Price of any HELOC shall not
          exceed 90% of the principal amount thereof.

          8. The term "Section 32 Loan" shall be added to Section 2 of the
Repurchase Agreement as a new defined term as follows:

               "Section 32 Loan" means those Home Equity Loans covered under
          Section 32 of Regulation Z under the Truth in Lending Act.

          9. The term "Residual Facilities" shall be added to Section 2 of the
Repurchase Agreement as a new defined term as follows:

               "Residual Facilities" means (a) the Master Repurchase Agreement
          and Annex to Master Repurchase Agreement Supplemental Terms and
          Conditions, each dated as of September 29, 1999, between Green tree
          Residual Finance Corp. I and Lehman Brothers, Inc., each as amended or
          modified in accordance with the terms thereof and (c) the Asset
          Assignment Agreement, dated as of February 13, 1998, between Green
          Tree Residual Finance Corp. I and Lehman ALI Inc., as amended or
          modified in accordance With the terms thereof.

          10. Section 3.a. is hereby amended as the following proviso shall be
added to the end of the first sentence thereof:

                                       4
<PAGE>

               ". . . provided, however, that during the Forbearance Period, all
          references in this sentence to $500,000,000 shall be instead be
          references to $700,000,000"

          11. Section 3.f. is hereby amended and restated in its entirety as
follows:

               F. With respect to all Transactions hereunder, the aggregate
          Purchase Price for all Purchased Eligible Assets at anyone time
          subject to the outstanding Transactions shall not exceed $700,000,000
          during: the Forbearance Period and $500,000,000 thereafter, provided,
          however, that the aggregate Purchase Price for all Home Equity Loans
          subject to Transactions hereunder shall not exceed $700,000,000
          during: the Forbearance Period and $500,000,000 thereafter; the
          aggregate Purchase Price for all Wet High L TV Home Equity Loans, Wet
          Home Equity Loans, Wet Home Improvement Loans and Wet Manufactured
          Housing Contracts subject to Transactions hereunder shall not exceed
          the lesser of (x) $150,000,000 and (y) 30% of the aggregate
          outstanding Repurchase Price for all Transactions hereunder; the
          aggregate Purchase Price for all Insured Home Improvement Loans
          subject to Transactions hereunder shall not exceed $3,000,000; the
          aggregate Purchase Price for all Uninsured Home Improvement Loans
          subject to Transactions hereunder shall not exceed $175,000,000; the
          aggregate Purchase Price for all Manufactured Housing Contracts
          subject to Transactions hereunder shall not exceed the lesser of (x)
          $350.000.000 and (v) 5.0% of the aggregate outstanding Repurchase
          Price for all Transactions hereunder; the aggregate Purchase Price for
          all High L TV Home Equity Loans subject to Transactions hereunder
          shall not exceed the lesser of (x) $150,000,000 and (y) 20% of the
          aggregate outstanding Repurchase Price for all Transactions hereunder;
          the aggregate Purchase-Price for all Esoteric Assets subject to
          Transactions hereunder shall not exceed $90,600,000 subject to the
          Esoteric Asset Maximum Purchase Price; and the aggregate Purchase
          Price for all Repo Refi Contracts subject to Transactions hereunder
          shall not exceed the sum of 20% of the aggregate outstanding
          Repurchase Price for all Manufactured Housing Contracts subject to
          Transactions hereunder plus the aggregate Purchase Price in respect of
          the Permitted Temporary Repo Refi Overlimit if any.

          12. The Buyer shall require opinions of counsel on or before October
9, 2002 as to the due authorization, execution and delivery of Amendment, the
Forbearance Agreement and the other Amendment (as defined in the Forbearance
Agreement).

          13. The effectiveness of the amendments set forth in paragraphs 7
hereof shall be subject to (i) satisfaction of all of the conditions precedent
set forth in Section 5 ("Conditions Precedent") of the Forbearance Agreement as
determined by Lehman Brothers, Inc. in its sole and absolute discretion, (ii)
receipt by the Buyer, Lehman ALI Inc. and Lehman Brothers, Inc. of the opinions
of counsel described in paragraph 12 hereof and (iii) receipt by the Buyer,
Lehman ALI Inc. and Lehman Brothers, Inc. on or before October 10, 2002 of any
UCC-l financing statements necessary to perfect each transfer, assignment,
conveyance, pledge and security interest made or created pursuant to, or
referred to in, Section 5 ("Conditions Precedent") and Section 6 ("Transfers")
of the Forbearance Agreement as determined by Lehman Brothers, Inc. in its sole
and absolute discretion; provided that if the opinions described in paragraph 12
hereof

                                       5
<PAGE>

are not delivered to the Buyer, Lehman Brothers, Inc. and Lehman ALI Inc. on or
before October 9, 2002, an Event of Default shall be deemed to have occurred
under the Repurchase Agreement.

          14. Representations and Warranties.

               (a) The execution, delivery and performance by Seller of this
          Amendment have been duly authorized by all necessary or proper
          corporate action on the part of Seller and do not require the consent
          or approval of any Person that has been not obtained.

               (b) Seller acknowledges that it has, no defense, offset, claim or
          counterclaim with respect to any of its obligations to make payments
          under the Repurchase Agreement.

               (c) This Amendment and each of the other agreements in the
          Repurchase Agreement, as amended hereby, to which Seller is a party
          constitute legal, valid and binding obligations of Seller enforceable
          against Seller in accordance with their respective terms.

          15. Covenants.

               (a) Guarantor and Seller shall in good faith work with Lehman
          during the Forbearance Period (as defined in the
          Forbearance-Agreement) to (i) modify/amend the relevant Pooling and
          Servicing Agreements to allow for a servicer transfer (which
          amendment, and any other amendments to such Pooling and Servicing
          Agreements proposed by Guarantor or Seller must be in form and
          substance satisfactory to Lehman), (ii) effect the transfer of the
          servicing rights and platform to a transferee reasonably acceptable to
          Lehman for consideration to be determined, and (iii) transfer a
          majority of the equity of the Guarantor to a transferee reasonably
          acceptable to Lehman for consideration to be determined.

               (b) Guarantor and Seller shall work in good faith to prepare a
          restructuring plan, a preliminary version of which shall be delivered
          to Buyer on or before October 29,.2002 and the final version of which
          shall be delivered to Lehman on or before November 13, 2002 in a form
          reasonably acceptable to Lehman.

               (c) Guarantor shall deliver daily liquidity schedules to Lehman
          and other reports as Lehman reasonably requests.

               (d) Guarantor shall maintain or cause to be maintained servicing
          standards consistent with market practice.

               (e) Guarantor shall not make any dividends, payments of any kind
          or other distributions to its parent or any affiliates.

               (f) Guarantor shall provide Lehman with full access to the
          Guarantor and its books, records, executives and officers.

                                       6
<PAGE>

               (g) Guarantor will, within five (5) days of written request by
          Lehman at any time from and after November 23, 2002. hire a crisis
          manager reasonably acceptable to Lehman.

               (h) Guarantor shall not implement any key employee retention
          programs unless reasonably acceptable to Lehman.

               (i) The Seller and the Guarantor hereby agree to implement a cash
          management system (including lockboxes) with respect to the Eligible
          Assets purchased by the Buyer under the Repurchase Agreement
          satisfactory to the Buyer in it sole and absolute discretion on or
          before October 11, 2002.

          Guarantor and the Seller hereby agree and acknowledge that any failure
by the Guarantor or the Seller to comply with any of covenants in this Section
or any other terms and conditions of this Amendment shall constitute (i) with
respect to the covenants contained in Section 15(b), (e), (t), (g) and (h), an
immediate Event of Default under the Repurchase Agreement and shall not be
subject to cure or any grace period (ii) with respect to the covenants contained
in Section 15(a) and (d), an Event of Default three Business Days after the
Buyer notifies the Guarantor or Seller, with a copy to the Guarantor, of any
such failure and the Guarantor or Seller fails to cure such failure within such
time and (iii) with respect to the covenants contained in Section 15(c), an
Event of Default one Business Day after the Buyer notifies the Guarantor or the
Seller, with a copy to the Guarantor, of any such failure and the Guarantor or
Seller-fails to cure such failure within such time.

          16. Complete Agreement. This Amendment contains the final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings.

          17. Reference to and Effect on the Repurchase Agreement and Related
Documents.

               (a) Except as specifically amended herein, the Repurchase
          Agreement is and shall Continue to be in full force and effect and is
          hereby in all respects ratified and confirmed. On and after the date
          hereof each reference in the Repurchase Agreement to "this Agreement,"
          "hereunder," "hereof" or words of like import referring to the
          Repurchase Agreement, and each reference in each other document
          executed in connection with or pursuant to the Repurchase Agreement to
          the "Agreement," the "Repurchase Agreement" or "thereunder" or
          "thereof' (when referring to the Repurchase Agreement) or words of
          like import referring to the Repurchase Agreement, shall mean and be a
          reference to the Repurchase Agreement as amended hereby. "

               (b) Except as specifically amended above, the Repurchase
          Agreement and all documents executed pursuant thereto or in connection
          therewith including, but not limited to the Limited Guaranty are and
          shall continue to be in full force and effect and are hereby in all
          respects ratified and confirmed.

               (c) The execution, delivery and effectiveness of this Amendment
          shall not, except as expressly provided herein, operate as an
          amendment. waiver or modification of any right, power or remedy of
          Seller, nor constitute an amendment, waiver or

                                       7
<PAGE>

          modification of any other provisions of the Repurchase Agreement or
          any other document executed in connection therewith.

          18. No Waiver. Please note that the execution, delivery and
performance of this Amendment does not constitute a waiver of any Event of
Default (as defined in the respective agreements) pursuant to (i) the Repurchase
Agreement, (ii) the Asset Assignment Agreement by and between Lehman ALI Inc.,
as lender and Green Tree Residual Finance Corp. I, as borrower, or (iii) the
Master Repurchase Agreement dated as of September 29, 1999 by and between Green
Tree Residual Finance Corp. I, as borrower and Lehman Brothers Inc., as lender,
or of any of the rights and remedies of Lehman Commercial Paper Inc., Lehman ALI
Inc. or Lehman Brothers, Inc. pursuant to such agreements or documents executed
in connection therewith and such lenders reserve all of their rights and
remedies pursuant to such agreements, at law or otherwise, unless, in each case,
otherwise expressly agreed to in writing by Lehman Commercial Paper Inc., Lehman
ALI Inc. or Lehman Brothers, Inc., as appropriate.

          19. Release and Indemnification. The Seller and Guarantor hereby,
jointly and severally, agree to release and indemnify Buyer, Buyer's designees
and each of its officers, directors, employees and agents ("Indemnified
Parties") from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, taxes (other than income taxes of
Buyer), fees, costs, expenses (including reasonable attorneys fees and
disbursements) or disbursements (all of the foregoing, collectively "Indemnified
Amounts") which may at any time (including, without limitation, such time as
this Amendment shall no longer be in effect) be imposed on or asserted against
any Indemnified Party in any way whatsoever arising out of or in connection
with, or relating to, this Amendment or any Transactions thereunder or any
action taken or omitted to be taken by the Seller or the Guarantor or any of
their respective Affiliates under or in connection with the foregoing; provided,
that Seller and the Guarantor shall not be liable for Indemnified Amounts
resulting from the gross negligence or willful misconduct of any Indemnified
Party.

          20. Costs and Expenses. Seller agrees to pay on demand all reasonable
costs and expenses of Buyer in connection with this Amendment.

          21. Governing Law. This Amendment shall be governed by, and construed
and enforced in accordance with, the law of the State of New York.

          22. Third Party Beneficiaries. Lehman Brothers, Inc., Lehman ALI Inc.
and their affiliates shall be an express third party beneficiaries of this
Amendment.

          23. Headings. Section headings contained in this Amendment are
included herein for the convenience of reference only and shall not constitute
part of this Amendment for any other purpose.

          24. Execution Counterparts. This Amendment 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.

                                       8
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Delivery of an executed signature page of this Amendment by facsimile
transmission shall be as effective as delivery of manually executed counterpart
hereto.

          IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
October 9, 2002.

                             GREEN TREE FINANCE CORP.--FIVE


                             By: /s/ Cheryl A. Collins
                                ----------------------------------------------
                                Name:  Cheryl A. Collins
                                Title: Vice President and Assistant Treasurer


                             LEHMAN COMMERCIAL PAPER INC.


                             By: /s/ Vincent Primiano
                                ----------------------------------------------
                                Name:  Vincent Primiano
                                Title: Vice President

Approved and Agreed to:

CONSECO FINANCE CORP., as Guarantor


By: /s/ Cheryl A. Collins
   -------------------------------------
Name:   Cheryl A. Collins
Title:  Vice President and Assistant Treasurer


GREEN TREE RESIDUAL FINANCE CORP. I


By: /s/ Cheryl A. Collins
   -------------------------------------
Name:   Cheryl A. Collins
Title:  Vice President and Assistant Treasurer







     [Signature Page to Third Amendment to Master Purchase Agreement (LCP!)]


                                       9

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</DOCUMENT>
