PLEDGE AGREEMENTPledge Agreement • April 25th, 2001 • Ascent Assurance Inc • Accident & health insurance • New York
65,000,000 [ %] CONVERTIBLE SUBORDINATED NOTES DUE 2007Underwriting Agreement • April 18th, 1997 • Westbridge Capital Corp • Accident & health insurance
FOURTH AMENDMENT TO CREDIT AGREEMENT This Fourth Amendment to Credit Agreement (the "Amendment") is made as of this 17th day of April, 2001 by and among ASCENT FUNDING, INC. (the "Borrower"), and LASALLE BANK NATIONAL ASSOCIATION (the "Bank"). W I T N...Credit Agreement • April 25th, 2001 • Ascent Assurance Inc • Accident & health insurance
SEVENTH AMENDMENT TO GUARANTY AGREEMENTGuaranty Agreement • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance
This Seventh Amendment to Guaranty Agreement (the “Amendment”) is made as of this 27th day of January, 2003 by and among ASCENT ASSURANCE, INC. (the “Guarantor”), and LASALLE BANK NATIONAL ASSOCIATION (the “Bank”).
CREDIT AGREEMENTCredit Agreement • April 25th, 2001 • Ascent Assurance Inc • Accident & health insurance • New York
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • April 25th, 2001 • Ascent Assurance Inc • Accident & health insurance • New York
W I T N E S S E T H:Security Agreement • April 18th, 2001 • Ascent Assurance Inc • Accident & health insurance
FIFTH AMENDMENT TO CREDIT AGREEMENT This Fifth Amendment to Credit Agreement (the "Amendment") is made as of this 27th day of November, 2001 by and among ASCENT FUNDING, INC. (the "Borrower"), and LASALLE BANK NATIONAL ASSOCIATION (the "Bank"). W I T...Credit Agreement • March 8th, 2002 • Ascent Assurance Inc • Accident & health insurance
UNDERWRITERS' WARRANT AGREEMENTUnderwriters' Warrant Agreement • April 18th, 1997 • Westbridge Capital Corp • Accident & health insurance • New York
FIRST AMENDMENT TO CREDIT AGREEMENTAND SECURITY AGREEMENTGuaranty Agreement • November 5th, 2004 • Ascent Assurance Inc • Accident & health insurance • Texas
This FIRST AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENT (this “Amendment”), dated as of July 6, 2004, is among ASCENT FUNDING, INC., a Delaware corporation (“Borrower”), ASCENT ASSURANCE, INC., a Delaware corporation (“AAI”), NATIONALCARE® MARKETING, INC., a Delaware corporation (“NCM”), AMERICARE BENEFITS INC., a Delaware corporation (“ABI”), and THE FROST NATIONAL BANK, a national banking association (“Lender”).
PATRICK H. O’NEILL EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance • Texas
This Agreement (this “Agreement”), dated as of December 18, 2002, is made by and among Ascent Assurance, Inc., a Delaware corporation, having its principal offices at 110 West Seventh Street, Suite 300, Fort Worth, Texas 76102 (“AAI”), Ascent Management, Inc., a Delaware corporation, having its principal offices at 110 West Seventh Street, Suite 300, Fort Worth, Texas 76102 (the “Corporation”), and Mr. Patrick H. O’Neill (the “Executive”), residing at 4001 Briarhaven Court, Fort Worth, Texas 76109.
Second Amendment and Consent to Guaranty and Security AgreementGuaranty and Security Agreement • November 5th, 2004 • Ascent Assurance Inc • Accident & health insurance
This Second Amendment and Consent to Guaranty and Security Agreement (the “Second Amendment”) is made as of this 28th day of October, 2004 by and among Foundation Financial Services, Inc., NationalCare® Marketing, Inc., Lifestyles Marketing Group, Inc., Precision Dialing Services, Inc., Senior Benefits LLC and Westbridge Printing Services, Inc. (“WPS”) each as a “Grantor” and Credit Suisse First Boston LLC (formerly known as Credit Suisse First Boston Management Corporation) as “Secured Party”.
First Amendment to Pledge AgreementPledge Agreement • November 5th, 2004 • Ascent Assurance Inc • Accident & health insurance
This First Amendment to Pledge Agreement (the “First Amendment”) is made as of this 28th day of October, 2004 by and among Ascent Assurance, Inc. (the “Pledgor”) and Credit Suisse First Boston LLC (formerly known as Credit Suisse First Boston Management Corporation) (the “Pledgee”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2004 • Ascent Assurance Inc • Accident & health insurance • Delaware
This First Amendment to Registration Rights Agreement (this “First Amendment to Registration Rights Agreement”) is made as of this 31st day of December, 2003, between ASCENT ASSURANCE, INC. (the “Company”) and SPECIAL SITUATIONS HOLDINGS, INC. – WESTBRIDGE (“SPV”).
March 16, 2004 Patrick J. Mitchell Chairman and Chief Executive Officer Ascent Assurance, Inc. 801 Cherry Street, Suite 3100 Fort Worth, Texas 76102Ascent Assurance Inc • May 5th, 2004 • Accident & health insurance
Re: Extension of the "Patrick J Mitchell Employment Agreement" with Ascent Management, Inc. and Ascent Assurance, Inc. dated as of December 18, 2002 ("Employment Agreement")
FIRST AMENDMENT AND WAIVER TO GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 6th, 2004 • Ascent Assurance Inc • Accident & health insurance • New York
This First Amendment and Waiver to Guaranty and Security Agreement (the “First Amendment”) is made as of this 31st day of December, 2003 by and among, between FOUNDATION FINANCIAL SERVICES, INC., NATIONALCARE® MARKETING, INC., LIFESTYLES MARKETING GROUP, INC., PRECISION DIALING SERVICES, INC., SENIOR BENEFITS, L.L.C., and WESTBRIDGE PRINTING SERVICES, INC., each, as Grantor (collectively, “Grantors,” and each individually, a “Grantor”); each Lender which is a Beneficiary thereunder from time to time (collectively, “Lenders,” and each individually, a “Lender”); and CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC (formerly CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION) (“CSFBM”), as Administrative Agent (in such capacity, the “Administrative Agent”) and Secured Party (in such capacity, the “Secured Party”).
March 16, 2004Ascent Assurance Inc • May 5th, 2004 • Accident & health insurance
Re: Extension of the "Patrick H. O'Neill Employment Agreement" with Ascent Management, Inc. and Ascent Assurance, Inc. dated as of December 18, 2002 ("Employment Agreement")
CYNTHIA KOENIG EMPLOYMENT AGREEMENTCynthia Koenig • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance • Texas
This Agreement (this “Agreement”), dated as of January 10, 2003, is made by and among Ascent Assurance, Inc., a Delaware corporation, having its principal offices at 110 West Seventh Street, Suite 300, Fort Worth, Texas 76102 (“AAI”), Ascent Management, Inc., a Delaware corporation, having its principal offices at 110 West Seventh Street, Suite 300, Fort Worth, Texas 76102 (the “Corporation”), and Ms. Cynthia Koenig (the “Executive”), residing at 6509 Connie Lane, Colleyville, Texas 76034.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 6th, 2004 • Ascent Assurance Inc • Accident & health insurance • New York
This Second Amendment to Credit Agreement (this “Second Amendment to Credit Agreement”) is made as of this 31st day of December, 2003, between ASCENT ASSURANCE, INC. (the “Borrower”); the several entities identified on the signature pages to the Credit Agreement (as defined below) as Lenders and each other person that becomes a Lender (collectively, “Lenders,” and each individually, a “Lender”); and CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC (formerly CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION) (“CSFBM”), as Administrative Agent (in such capacity, the “Administrative Agent”), and as Arranger (in such capacity, the “Arranger”).
SECOND AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance
This Second Amendment to Security Agreement (the “Amendment”) is made as of this 27th day of January, 2003, by and among ASCENT MANAGEMENT, INC. (“AMI”) and LASALLE BANK NATIONAL ASSOCIATION (the “Bank”).
EXCHANGE AGREEMENT Among ASCENT ASSURANCE, INC., CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC, and SPECIAL SITUATIONS HOLDINGS, INC. — WESTBRIDGE Dated as of December 31, 2003Exchange Agreement • January 6th, 2004 • Ascent Assurance Inc • Accident & health insurance • New York
EXCHANGE AGREEMENT (hereinafter called this “Agreement”), dated as of December 31, 2003, among ASCENT ASSURANCE, INC., a Delaware corporation (the “Company”), CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC (formerly known as Credit Suisse First Boston Management Corporation, “Management LLC”), and SPECIAL SITUATIONS HOLDINGS, INC. – WESTBRIDGE (“SPV”, and together with Management LLC, “CSFB Entities”).
FIRST AMENDMENT TO PLEDGE AGREEMENTPledge Agreement • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance
This First Amendment to Pledge Agreement (the “Amendment”) is made as of this 27th day of January, 2003, by and among ASCENT ASSURANCE, INC. (the “Pledgor”) and LASALLE BANK NATIONAL ASSOCIATION (the “Pledgee”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance
This Seventh Amendment to Credit Agreement (the “Amendment”) is made as of this 20th day of November, 2002 by and among ASCENT FUNDING, INC. (the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION (the “Bank”).
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • November 5th, 2004 • Ascent Assurance Inc • Accident & health insurance • Texas
This Sale and Purchase Agreement (“Agreement”) is entered into of this 29th day of October, 2004, by and between Printers Alliance, Inc., a Delaware corporation whose principal place of business is 6060 N. Central Expressway, Suite 560, Dallas, Dallas County, Texas 75206 (“Purchaser”); Executive Auto Services, Inc., a Texas corporation whose principal place of business is located at 15950 North Dallas Parkway, Suite 400, Dallas, Dallas County, Texas 75248 and Summit Travel, Inc., a Texas corporation whose principal place of business is located at 3100 Premier Drive, Suite 232, Irving, Dallas County, Texas 75063 (collectively, “Guarantors”); and Ascent Assurance Inc., a Delaware corporation whose principal place of business is 3100 Burnett Plaza, Unit 33, 801 Cherry Street, Fort Worth, Tarrant County, Texas 76102 (“Seller”), owner of all of the issued and outstanding capital stock of Westbridge Printing Services, Inc., a Delaware corporation (“Company”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance
This First Amendment to Credit Agreement (the “Amendment”) is made as of this 26th day of February, 2003 by and among ASCENT ASSURANCE, INC. (the “Borrower”), and Credit Suisse First Boston Management Corporation (“CSFBM”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2004 • Ascent Assurance Inc • Accident & health insurance • New York
This Employment Agreement (this "Employment Agreement"), dated as of September 1, 2004, is between Ascent Assurance, Inc., a Delaware corporation (the Company"), and Mr. Ben Cutler (the "Employee").
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 13th, 2003 • Ascent Assurance Inc • Accident & health insurance
This Ninth Amendment to Credit Agreement (the “Amendment”) is made as of this 25th day of July, 2003 by and among ASCENT FUNDING, INC. (the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION (the “Bank”).
RECITALSMitchell Employment Agreement • March 8th, 2002 • Ascent Assurance Inc • Accident & health insurance • Texas
KONRAD KOBER EMPLOYMENT AGREEMENTKonrad Kober • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance • Texas
This Agreement (this “Agreement”), dated as of January 10, 2003, is made by and among Ascent Assurance, Inc., a Delaware corporation, having its principal offices at 110 West Seventh Street, Suite 300, Fort Worth, Texas 76102 (“AAI”), Ascent Management, Inc., a Delaware corporation, having its principal offices at 110 West Seventh Street, Suite 300, Fort Worth, Texas 76102 (the “Corporation”), and Mr. Konrad Kober (the “Executive”), residing at 6712 East Park Drive, Fort Worth, Texas 76132.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2004 • Ascent Assurance Inc • Accident & health insurance • New York
This Third Amendment to Credit Agreement (this “Third Amendment to Credit Agreement”) is made as of this 1st day of September, 2004, between ASCENT ASSURANCE, INC. (the “Borrower”); the several entities identified on the signature pages to the Credit Agreement (as defined below) as Lenders and each other person that becomes a Lender (collectively, “Lenders,” and each individually, a “Lender”); and CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC (formerly CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION) (“CSFBM”), as Administrative Agent (In such capacity, the “Administrative Agent”), and as Arranger (in such capacity, the “Arranger”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 9th, 2005 • Ascent Assurance Inc • Accident & health insurance • Texas
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 29, 2004, is among ASCENT FUNDING, INC., a Delaware corporation (“Borrower”), ASCENT ASSURANCE, INC., a Delaware corporation (“AAI”), NATIONALCARE® MARKETING, INC., a Delaware corporation (“NCM”), AMERICARE BENEFITS INC., a Delaware corporation (“ABI”), and THE FROST NATIONAL BANK, a national banking association (“Lender”).
CREDIT AGREEMENT DATED AS OF DECEMBER 31, 2003 AMONG ASCENT FUNDING, INC., ASCENT ASSURANCE, INC., NATIONALCARE® MARKETING, INC. AND THE FROST NATIONAL BANKPledge and Security Agreement • February 27th, 2004 • Ascent Assurance Inc • Accident & health insurance • Texas
CREDIT AGREEMENT dated as of December 31, 2003, between ASCENT FUNDING, INC., a Delaware corporation (the “Borrower”), ASCENT ASSURANCE, INC., a Delaware corporation (“AAI”), NATIONALCARE® MARKETING, INC., a Delaware corporation (“NCM”), and THE FROST NATIONAL BANK (the “Lender”).
CONSENT RELATED TO INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • January 13th, 2005 • Ascent Assurance Inc • Accident & health insurance • Texas
This CONSENT RELATED TO INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Consent”), dated as of December 29, 2004, is among THE FROST NATIONAL BANK (the “Bank”), CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC (“CSFBM”), as Administrative Agent under the Ascent Holdings Credit Agreement referred to below (the “Administrative Agent”), for itself as such and as Agent for each of the Lenders party to that Agreement (each a “Lender”), ASCENT ASSURANCE, INC., a Delaware corporation (“Holdings”), the subsidiaries of Holdings a party hereto (each a “Subsidiary”), and SPECIAL SITUATIONS HOLDINGS, INC. - WESTBRIDGE (“Westbridge”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 31st, 2002 • Ascent Assurance Inc • Accident & health insurance
This Sixth Amendment to Credit Agreement (the “Amendment”) is made as of this 15th day of May, 2002 by and among ASCENT FUNDING, INC. (the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION (the “Bank”).
TERMINATION AGREEMENTTermination Agreement • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance
Reference is made to (i) the Installment Note executed as of the 20th day of July 1999 (the “Installment Note”) by Ascent Management, Inc., a Delaware corporation (“AMI” or the “Borrower”) and wholly-owned subsidiary of Ascent Assurance, Inc., a Delaware corporation (“Ascent”, formerly known as Westbridge Capital Corp.), and (ii) the Guaranty executed as of the 21st day of July 1999 (as modified and supplemented and in effect on the date hereof, the “Guaranty”) issued by Ascent Funding, Inc. in favor of the Bank.
