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”).
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”).
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”).
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”).
INTERCREDITOR AND SUBORDINATION AGREEMENT among THE FROST NATIONAL BANK, CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC, as Administrative Agent, for itself and for the Lenders parties to the Ascent Holdings Credit Agreement referred to herein and ASCENT...Intercreditor and Subordination Agreement • January 6th, 2004 • Ascent Assurance Inc • Accident & health insurance • Texas
INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of December 31, 2003, 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”), and the subsidiaries of Holdings a party hereto (each a “Subsidiary”).
