Exhibit 10.30
CONSENT RELATED TO INTERCREDITOR AND
SUBORDINATION AGREEMENT
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 ”).
RECITALS:
Bank,
CSFBM, Administrative Agent, each Lender, Holdings, each Subsidiary
and Westbridge have previously entered into the Intercreditor and
Subordination Agreement dated as of December 31, 2003 (such
agreement, together with all amendments and restatements, the
“ Intercreditor Subordination Agreement
”).
Bank
and Funding have previously entered into the Credit Agreement dated
as of December 31, 2003 (such agreement, together with all
amendments and restatements, the “ Credit Agreement
”).
Bank
and Funding desire to amend the definition of Maturity Date in
Section 1.1 of the Credit Agreement.
The
parties hereto desire to consent to the amendment of the Credit
Agreement.
AGREEMENT:
NOW,
THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I
Definitions
1.1
Definitions . All capitalized terms
not otherwise defined herein have the same meani
