Exhibit 10.30








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  meanings  as in the
Intercreditor Subordination Agreement.




ARTICLE II 




Consent 



        2.1    Consent.    The parties
hereto have reviewed the Second Amendment To Credit Agreement dated as of
December 29, 2004 and hereby agree to consent to the amendment of the Credit
Agreement. 




ARTICLE III 




Condition Precedent 



        This
Consent shall be effective upon receipt by the Bank of a counterpart of this Consent
executed by all parties hereto. 




ARTICLE IV 




Ratification 



        The
terms and provisions set forth in this Consent shall modify and supersede all inconsistent
terms and provisions set forth in the Intercreditor Subordination Agreement and except as
expressly modified and superseded by this Consent, the terms and provisions of the
Intercreditor Subordination Agreement are ratified and confirmed and shall continue in
full force and effect. Each party hereto agrees that the Intercreditor Subordination
Agreement shall continue to be the legal, valid, binding and enforceable obligation of
such party in accordance with its terms. 




ARTICLE V 




Miscellaneous 



        5.1    Counterparts.    This Consent
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any party hereto may execute this Amendment by
signing any such counterpart. 



        5.2    INTEGRATION.
    THIS CONSENT, TOGETHER WITH THE INTERCREDITOR SUBORDINATION AGREEMENT, REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 



        5.3    GOVERNING LAW.    THIS
CONSENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
TEXAS AND FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 



     




THE REMAINDER OF THIS
PAGE IS INTENTIONALLY LEFT BLANK. 



     







        Executed
as of the date first written above. 


	 	THE FROST NATIONAL BANK
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT
LLC,
as Administrative Agent
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC,
as Lender 
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	SPECIAL SITUATIONS HOLDINGS, INC. – WESTBRIDGE
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	ASCENT ASSURANCE, INC. 
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	FOUNDATION FINANCIAL SERVICES, INC.
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	NATIONALCARE®
MARKETING, INC.
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	AMERICARE BENEFITS, INC.
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	PRECISION DIALING SERVICES, INC.
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	SENIOR BENEFITS, L.L.C.
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title:   
	 
	 	ASCENT FUNDING, INC.
	 
	 	By:   

                                                     Print Name:   

                                                     Print Title: