0000703701-05-000019 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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”).

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CONSENT RELATED TO INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • March 9th, 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”).

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