Exhibit 10.4


Exhibit 10.4 





FIRST AMENDMENT AND
WAIVER TO GUARANTY AND 
SECURITY AGREEMENT 



        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”). 




WITNESSETH 



        WHEREAS,
the Grantors, the Lenders, the Administrative Agent and the Secured Party are parties to
the Guaranty and Security Agreement dated as of April 17, 2001 (the “Guaranty
Agreement”); 



        WHEREAS,
pursuant to an Intercreditor and Subordination Agreement among LaSalle Bank National
Association (“LaSalle”) and CSFBM, as Administrative Agent, for itself
and for certain lenders identified therein, certain amounts owed by Ascent Assurance Inc.
(the “Borrower”) were subordinated to amounts owed by the Borrower and
its affiliates to LaSalle (the “Senior Obligations”); 



        WHEREAS,
the Credit Agreement between Ascent Funding, Inc. (“AFI”), a wholly owned
subsidiary of the Borrower, and LaSalle and the agreements relating thereto (collectively,
the “LaSalle Financing Documents”), pursuant to which the Senior
Obligations were owed to LaSalle, have been terminated; 



        WHEREAS,
the Borrower and AFI now desire to replace the financing previously available under the
LaSalle Financing Documents by entering into a similar financing arrangement with The
Frost National Bank (“Frost”) and, in connection therewith, providing
Frost with security and collateral for such financing that is comparable to the collateral
provided to LaSalle; 



        WHEREAS,
the Grantors, the Lenders, the Administrative Agent and the Secured Party desire to allow
the Borrower, AFI and certain of their affiliates to enter into such arrangements; and 



        WHEREAS,
in order for the Borrower, AFI and such affiliates to be able to enter into the financing
arrangements with Frost, the Lenders, the Administrative Agent and the Secured Party have
agreed to waive certain terms under the Guaranty Agreement and allow the Grantors to grant
certain security interests under the Receivables Financing Agreements; 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Grantors, the Lenders, the Administrative Agent and the Secured
Party hereby agree as follows: 



        Section
1. Amendments. Upon satisfaction of the conditions set forth in
Section 3 of this First Amendment, effective as of the date hereof, the
Guaranty Agreement shall be amended as follows: 



             1.1.       
          Definitions. Unless otherwise defined in this First Amendment, terms
          defined in the Guaranty Agreement are used herein as defined therein.
          Section 1 of the Guaranty Agreement shall be amended by adding the
          following new definitions in alphabetical order: 



	  	        “AFI”
means Ascent Funding, Inc., a Delaware corporation that is a wholly owned subsidiary of
the Borrower. 







	  	        “Frost”
means The Frost National Bank. 







	  	        “LaSalle”
means LaSalle Bank National Association. 







	  	        “LaSalle
Financing Documents” means collectively, the Credit Agreement between AFI and
LaSalle and the agreements relating thereto. 







	  	        “NCM
” means NationalCare® Marketing, Inc., a Delaware Corporation. 







	  	        “Receivables
Financing Agreements” means the Credit Agreement being entered into as of the
date hereof between AFI and Frost, pursuant to which Frost will loan to AFI from time to
time an aggregate amount at any one time outstanding of up to $3,000,000, the Guaranty
Agreement between the Borrower and Frost, the Guaranty Agreement between NCM and Frost,
the Pledge Agreement between the Borrower and Frost, the Pledge Agreement between NCM and
Frost, the Security Agreement between AFI and Frost and each other agreement to be entered
into in connection therewith. 







             1.2.       
          References to LaSalle. The Lenders, the Administrative Agent and the
          Secured Party hereby acknowledge that, as a result of the termination of the
          LaSalle Financing Documents and the execution and delivery of the Receivables
          Financing Agreements, Frost will receive a security interest in substantially
          all of the collateral that previously secured the obligations owed to LaSalle
          under the LaSalle Financing Documents, as well as certain corporate guarantees.
          Without limiting the generality of the foregoing, it is understood that pursuant
          to the Receivables Financing Agreements, AFI will pledge all of its assets to
          Frost, each of the Borrower and NCM will guarantee the obligations of AFI under
          the Credit Agreement, Frost will receive a security interest in, and a pledge
          of, all of the outstanding capital stock of AFI, Freedom Life Insurance Company
          of America and National Foundation Life Insurance Company, and certain other
          collateral will secure the obligations of AFI and its affiliates under the
          Receivable Financing Agreements, all as set forth therein. Accordingly, all
          references to LaSalle in the Guaranty Agreement (including the schedules and
          exhibits thereto) are no longer applicable and, unless the context otherwise
          requires, such references shall hereafter be deemed to refer to “The Frost
          National Bank” and any references related to the LaSalle Credit Agreement
          or any of the related agreements shall be deemed to be amended to refer to the
          corresponding Receivables Financing Agreement, as appropriate. Without limiting
          the generality of the foregoing, the definition of “Excluded Property”
          in Section 1 of the Guaranty Agreement shall be deemed to include the
          collateral set forth in Section 6.4(h) of Credit Agreement between the
          Borrower and the Lender, dated as of April 17, 2001, as amended. 



        Section
2. Consent to Receivables Financing. The Lenders, the Administrative Agent and the
Secured Party hereby consent to the execution, delivery and performance by AFI, the
Borrower and certain of their affiliates of each of the Receivables Financing Agreements
(as defined in Section 1.1 above) in substantially the forms attached hereto as
Exhibit A. Notwithstanding anything in the Credit Agreement, the Guaranty Agreement
or any of the related agreements to the contrary, the execution, delivery and performance
of the Receivables Financing Agreements shall not constitute a Default or an Event of
Default under the Credit Agreement, the Guaranty Agreement or any of the related
agreements. 



        Section
3. Conditions. The effectiveness of this First Amendment is expressly conditioned
upon receipt by CSFBM of one or more copies of this First Amendment executed by the
Grantors. 



        Section
4. Miscellaneous. Except as herein provided, the Guaranty Agreement shall remain
unchanged and in full force and effect. This First Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same document. This First Amendment shall be governed by, and
construed in accordance with, the law of the State of New York. 



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remainder of this page is intentionally left blank] 









        IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed
and delivered as of the day and year first above written. 




GRANTORS: 






	 	FOUNDATION FINANCIAL SERVICES, INC.,
	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Patrick J. Mitchell

          President 







	 	NATIONALCARE® MARKETING, INC.,
	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Patrick J. Mitchell

          Chief Executive Officer 






	 	LIFESTYLES MARKETING GROUP, INC.,

	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Patrick J. Mitchell

          President 






	 	PRECISION DIALING SERVICES, INC.,
	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Patrick J. Mitchell

          Chief Executive Officer






	 	SENIOR BENEFITS, L.L.C.,

	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Patrick J. Mitchell

          Chief Executive Officer 






	 	WESTBRIDGE PRINTING SERVICES, INC.,
	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Patrick J. Mitchell

          Chief Executive Officer 









LENDERS: 



	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC
	 
	 
	 	By:    Alan Freudenstein                  
	 	          Alan Freudenstein

          President 




ADMINISTRATIVE AGENT: 


	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC
	 
	 
	 	By:    Alan Freudenstein                  
	 	          Alan Freudenstein

          President 





SECURED PARTY: 



	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC
	 
	 
	 	By:    Alan Freudenstein                  
	 	          Alan Freudenstein

          President 
























EXHIBIT A 




RECEIVABLES FINANCING
AGREEMENTS 


1.    
          Credit Agreement among Ascent Funding, Inc., Ascent Assurance, Inc. and
          NationalCare® Marketing, Inc. and The Frost National Bank dated as of
          December 31, 2003. 



     2.    
          Security Agreement by Ascent Funding, Inc. for the benefit of The Frost National
          Bank dated as of December 31, 2003. 



     3.    
          Pledge and Security Agreement between Ascent Assurance, Inc. and The Frost
          National Bank dated as of December 31, 2003. 



     4.    
          Guaranty Agreement by Ascent Assurance, Inc. in favor of The Frost National Bank
          dated as of December 31, 2003. 



     5.    
          Pledge and Security Agreement between NationalCare® Marketing, Inc. and The
          Frost National Bank dated as of December 31, 2003. 



     6.    
          Guaranty Agreement by NationalCare® Marketing, Inc. in favor of The Frost
          National Bank dated as of December 31, 2003.