0000703701-03-000004 Sample Contracts

SEVENTH AMENDMENT TO GUARANTY AGREEMENT
Guaranty 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”).

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PATRICK H. O’NEILL EMPLOYMENT AGREEMENT
Employment 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.

CYNTHIA KOENIG EMPLOYMENT AGREEMENT
Cynthia 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 SECURITY AGREEMENT
Security 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”).

FIRST AMENDMENT TO PLEDGE AGREEMENT
Pledge 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 AGREEMENT
Credit 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”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit 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”).

KONRAD KOBER EMPLOYMENT AGREEMENT
Konrad 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.

TERMINATION AGREEMENT
Termination 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.

EIGHTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 7th, 2003 • Ascent Assurance Inc • Accident & health insurance

This Eighth Amendment to Credit Agreement (the “Amendment”) is made as of this 27th day of January, 2003 by and among ASCENT FUNDING, INC. (the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION (the “Bank”).

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