Exhibit 10.5


Exhibit 10.5 




















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 ASSURANCE, INC., 


and its subsidiaries a
party hereto 






Dated as of December 31,
2003 












        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”). 




Preliminary Statement 



             A.       
          The Bank has provided financing to Ascent Funding, Inc. a Delaware corporation
          and subsidiary of Holdings (“Funding”), pursuant to the
          agreements and instruments identified in Schedule 2 hereto (such
          agreements, together with all amendments and restatements, the
          “Receivables Financing Agreements”). 



             B.       
          The Lenders have provided financing to Holdings, pursuant to a Credit Agreement
          dated as of April 17, 2001, among Holdings, the Administrative Agent, the
          Lenders and CSFBM, as arranger (such agreement, together with all amendments and
          restatements, the “Ascent Holdings Credit Agreement”) and the
          agreements and instruments identified in Schedule 1 hereto (such
          agreements, together with all amendments and restatements, the “Holdings
          Agreements”). 



             C.       
          As of the date hereof, neither CSFBM nor any of its affiliates shall be the
          holder of any shares of Series A Convertible Preferred Stock of Holdings, all of
          which shares of Series A Convertible Preferred Stock held by CSFBM or its
          affiliates shall have been exchanged on the date hereof for shares of Series B
          Convertible Participating Preferred Stock (such Series B Convertible
          Participating Preferred Stock and the Certificate of Designation and other
          agreements governing the rights of holders thereof, and all applicable laws
          related thereto, together with all amendments and restatements of the same, the
          “Holdings Equity Agreements”). 



             D.       
          The Bank has agreed to consent to the creation by Holdings and one of its
          subsidiaries of certain liens in favor of the Lenders and the Administrative
          Agent under the security documents described in Schedule 1 (the
          “Security Documents”) subject to certain conditions, which
          include the execution and delivery by the Lenders, the Administrative Agent,
          Holdings and the subsidiaries of Holdings of this Agreement relating to
          circumstances in which payments of amounts due to (i) the Lenders and the
          Administrative Agent under the Ascent Holdings Credit Agreement and all other
          Loan Documents referred to therein (collectively, such agreements, together with
          all amendments and restatements, the “Ascent Holdings Loan
          Documents”) may not be made, or if made, may not be retained, if at the
          time an Event of Default (as that term is defined in the Funding Credit
          Agreement) exists, and (ii) CSFBM under or in respect of the Holdings Equity
          Agreements may be made. 



             E.       
          In consideration of that consent, CSFBM, the Lenders and the Administrative
          Agent are willing to enter into this Agreement with the Bank relating to amounts
          that may become due from time to time to the Lenders and the Administrative
          Agent under the Ascent Holdings Loan Documents referred to therein, and to CSFBM
          under or in respect of any stock or other equity interest of Holdings. 




AGREEMENT: 



        NOW,
THEREFORE, in consideration of the agreement of the parties set forth herein and to induce
the Bank to provide the consent referred to above, the parties hereto agree as follows: 



             1.       
          All obligations of Holdings and each subsidiary of Holdings, including, but not
          limited to, Funding (singly, a “Company,” and collectively, the
          “Companies”), howsoever created, arising or evidenced, whether
          direct or indirect, absolute or contingent, now or hereafter existing or due or
          to become due, are called “Liabilities”. All Liabilities to the Bank
          under, or in connection with, the Receivables Financing Agreements are called
          “Senior Liabilities”; and all Liabilities to the Lenders and
          the Administrative Agent under, or, in connection with, the Ascent Holdings Loan
          Documents, and all liabilities to CSFBM under, or in connection with, the
          Holdings Equity Agreements are called “Junior Liabilities”; it
          being expressly understood and agreed that the term “Senior
          Liabilities,” as used herein, shall include, without limitation, any and
          all interest accruing on any of the Senior Liabilities after the commencement of
          any proceedings referred to in Section 3, notwithstanding any provision
          or, rule of law which might restrict the rights of the Bank, as against any
          Company or anyone else, to collect such interest. Senior Liabilities shall not
          include principal of the Loans (as that term is defined in the Receivables
          Financing Agreements) in excess of $10,000,000. All amounts due or payable to
          the Bank pursuant to this Agreement shall be applied first to all amounts
          constituting Senior Liabilities until all Senior Liabilities are finally paid in
          full in cash. Notwithstanding the exclusion of principal of such Loans in excess
          of $10,000,000 from Senior Liabilities, CSFBM, Administrative Agent and Lenders
          shall comply with this Agreement until all Senior Liabilities are finally paid
          in full in cash, all as if no amounts were excluded from Senior Liabilities. 



             2.       
          Except as expressly otherwise provided herein, or as the Bank may hereafter
          otherwise expressly consent in writing, the payment of all Junior Liabilities
          shall be postponed and subordinated to the payment in full in cash of all Senior
          Liabilities, and no payment or other distribution whatsoever in respect of any
          Junior Liabilities shall be made, nor shall any property or assets of the
          Companies be applied to the purchase of other acquisition or retirement of any
          Junior Liabilities until all Senior Liabilities have been paid in full in cash;
          provided, that (a) Holdings may (i) pay PIK Interest (as that term is
          defined in the Ascent Holdings Credit Agreement) in accordance with the terms of
          the Ascent Holdings Credit Agreement as it exists on the date of this Agreement,
          and (ii) so long as no Event of Default exists immediately prior to or after
          giving effect thereto, make, and the Lenders may retain, cash interest payments
          on the Loans (as defined in the Ascent Holdings Credit Agreement), if such
          interest is (A) accrued at the interest rate provided for in the Ascent Holdings
          Credit Agreement (without giving effect to any amendment or restatement of any
          Ascent Holdings Loan Document after the date of this Agreement), and (B) paid on
          the scheduled payment date stated in the Ascent Holdings Credit Agreement
          (without giving effect to any amendment or restatement of any Ascent Holdings
          Loan Document after the date of this Agreement), and (b) Holdings may issue
          shares in exchange for or conversion of Junior Liabilities and may pay dividends
          in respect of stock of Holdings if all of such dividends are payable solely in
          either common stock or in Series B Convertible Participating Preferred Stock of
          Holdings. 



             3.       
          In the event of any dissolution, winding up, liquidation, reorganization or
          other similar proceeding relating to any Company or to its creditors, as such,
          or to its property (whether voluntary or involuntary, partial or complete, and
          whether in bankruptcy, insolvency or receivership, or upon an assignment for the
          benefit or creditors, or any other marshalling of the assets and liabilities of
          such Company, or any sale of all or substantially all of the assets of such
          Company, or otherwise), other than such transactions solely among the Companies
          and their Subsidiaries, all Senior Liabilities shall first be paid in full in
          cash before the undersigned shall be entitled to receive and to retain any
          payment or distribution in respect of any of the Junior Liabilities, and, in
          order to implement the foregoing: 



                         a.       
          all payments and distributions of any kind or character in respect of the Junior
          Liabilities to which CSFBM, the Lenders and the Administrative Agent would be
          entitled, if the Junior Liabilities were not subordinated pursuant to this
          Agreement, shall be made directly to the Bank, 



                         b.       
          CSFBM, the Lenders and the Administrative Agent shall promptly file a claim or
          claims, in the form required in such proceeding, for the full outstanding amount
          of the Junior Liabilities, and shall cause said claim or claims to be approved
          and all payments and other distributions in respect thereof to be made directly
          to the Bank, and 



                         c.       
          CSFBM, the Lenders and the Administrative Agent hereby irrevocably agree that
          the Bank may, at its sole discretion, in the name of CSFBM, the Lenders and the
          Administrative Agent, or any one of them, or otherwise, demand, sue for,
          collect, receive and receipt of any and all such payments or distributions, and
          file and prove, and, to the extent permitted by applicable law, vote or consent
          in any such proceedings with respect to, any and all claims of CSFBM, the
          Lenders and the Administrative Agent relating to the Junior Liabilities. 



             4.       
          In the event that CSFBM, the Lenders and the Administrative Agent receive any
          payment or other distribution of any kind or character from any Company or from
          any other source whatsoever in respect of any of the Junior Liabilities, other
          than as expressly permitted by the terms of this Agreement, such payment or
          other distribution shall be received in trust for the Bank and promptly turned
          over by CSFBM, the Lenders and the Administrative Agent to the Bank. CSFBM, the
          Lenders and the Administrative Agent will cause to be clearly inserted in any
          agreement, promissory note, certificate or other instrument, which at any time,
          evidences any of the Junior Liabilities a statement to the effect that the
          payment thereof is subordinated in accordance with the terms of this Agreement.
          CSFBM, the Lenders and the Administrative Agent will execute such further
          documents or instruments and take such further action as the Bank may
          reasonably, from time to time, request to carry out the intent of this
          Agreement. 



             5.       
          All payments and distributions received by the Bank in respect of the Junior
          Liabilities, to the extent received in, or converted into cash, may be applied
          by the Bank first to the payment of any and all expenses (including reasonable
          attorneys’ fees and legal expenses) paid or incurred by the Bank in
          enforcing this Agreement, or in endeavoring to collect, or realize upon any of
          the Junior Liabilities, or any security therefore, and any balance thereof
          shall, solely as among CSFBM, the Lenders and the Administrative Agent and the
          Bank, be applied by the Bank, in such order of application as the Bank may, from
          time to time, select toward the payment of the Senior Liabilities remaining
          unpaid; but, as between the Company and its creditors, no such payment or
          distribution of any kind or character shall be deemed to be a payment or
          distribution in respect of the Senior Liabilities; and, notwithstanding any such
          payment or distribution received by the Bank in respect of the Junior
          Liabilities and so applied by the Bank toward the payment of the Senior
          Liabilities, CSFBM, the Lenders and the Administrative Agent shall be subrogated
          to the then existing rights of the Bank, if any, in respect of the Senior
          Liabilities only at such time as the Senior Liabilities shall have been finally
          paid in full in cash. 



             6.       
          Each of CSFBM, the Administrative Agent and Lenders hereby waives: 



                         a.       
          notice of acceptance by the Bank of this Agreement; 



                         b.       
          notice of the existence, or creation of nonpayment of all, or any of the Senior
          Liabilities; 



                         c.       
          notice of any renewal, extension, modification or substitution of any Senior
          Liabilities; 



                         d.       
          demand, presentment for payment, and notice of demand, dishonor, nonpayment,
          non-performance or default; and 



                         e.       
          all diligence in collection, or protection of, or realization upon, the Senior
          Liabilities, or any thereof, or any security thereof. 



             7.       
          CSFBM, the Lenders and the Administrative Agent will not, without the prior
          written consent of the Bank: 



                         a.       
          transfer or assign (other than (i) transfers or assignments of Ascent Holdings
          Loan Documents to an entity which is an Affiliate (as that term is defined in
          the Ascent Holding Credit Agreement) of a Lender, and (ii) transfers and
          assignments of Holding Equity Agreements to any such Affiliate; provided
          that prior to each such transfer or assignment, such Affiliate has agreed in
          writing to be bound by the terms of this Agreement), or attempt to collect, or
          subordinate to any Liabilities other than the Senior Liabilities, any Junior
          Liabilities or any rights in respect therefore; 



                         b.       
          seek to enforce any lien or security interest securing performance of any of the
          Junior Liabilities; 



                         c.       
          convert or exchange any Junior Liabilities into or for stock or other equity
          interests; provided, any or all of the Junior Liabilities may be
          converted or exchanged into stock or other equity interests of Holdings if (i)
          none of such stock or other equity interest matures or can be redeemed prior to
          final payment in full in cash of all Senior Liabilities, (ii) the performance of
          such stock or other equity interest is not secured by any lien, security
          interest or collateral and does not benefit from any guarantee or sinking fund,
          (iii) no dividends, other than dividends payable solely in stock or other equity
          interests of Holdings, are payable prior to final payment in full in cash of all
          Senior Liabilities, and (iv) Holdings delivers to the Bank, not later than
          fourteen days prior to the proposed effective date of such conversion or
          exchange, an opinion (either addressed to or expressly providing that such
          opinion can be relied upon by the Bank) of counsel reasonably satisfactory tot
          he Bank stating that such exchange will not result in any tax liability with
          respect to which Holdings will be required to make any cash payment or transfer
          any other property of Holdings; or 



                         d.       
          commence, or join with any other creditor in commencing, any bankruptcy,
          reorganization or insolvency proceeding with respect to any Company. 



             8.       
          This Agreement shall, in all respects, be a continuing agreement and shall
          remain in full force and effect (notwithstanding, without limitation, the
          dissolution of any of the undersigned or that, at any time, or from time to
          time, all Senior Liabilities may have been paid in full) until all Senior
          Liabilities shall have been finally paid in full in cash and the Commitment
          under and as defined in the Receivables Financing Agreement shall have
          terminated. 



             9.       
          The Bank may, from time to time, at its sole discretion and without notice to
          CSFBM, the Lenders and the Administrative Agent, take any or all of the
          following actions: 



                         a.       
          retain or obtain a security interest in any property to secure any of the Senior
          Liabilities, 



                         b.       
          retain or obtain the primary or secondary obligation of any other obligor or
          obligors with respect to any of the Senior Liabilities, 



                         c.       
          increase the Commitment to an amount not greater than $10,000,000; 



                         d.       
          extend or renew for one or more periods (whether or not longer than the original
          period), alter or exchange any of the Senior Liabilities, or release or
          compromise any obligation of any nature of any obligor with respect to any of
          the Senior Liabilities, 



                         e.       
          release its security interest in, or surrender, release or permit any
          substitution or exchange for, all or any part of any property securing any of
          the Senior Liabilities, or extend or renew for one or more periods (whether or
          not longer than the original period) or release, compromise, alter or exchange
          any obligation of any nature of any obligor with respect to any such property;
          and 



                         f.       
          amend or restate in whole or in part any of the Receivables Financing
          Agreements. 



             10.       
          The Bank may, from time to time, without notice to CSFBM, the Lenders and the
          Administrative Agent, assign or transfer its interest in any or all of the
          Senior Liabilities; and, notwithstanding any such assignment or transfer or any
          subsequent assignment or transfer thereof, such Senior Liabilities shall be and
          remain Senior Liabilities for the purposes of this Agreement, and every
          immediate and successive assignee or transferee of any of the Senior Liabilities
          or of any interest therein shall, to the extent of the interest of such assignee
          or transferee in the Senior Liabilities, be entitled to the benefits of this
          Agreement to the same extent as the applicable assignor or transferor. 



             11.       
          The Bank shall not be prejudiced in its rights under this Agreement by any act
          or failure to act of any Company, CSFBM, the Lenders or the Administrative
          Agent, or any noncompliance of any Company, CSFBM, the Lenders or the
          Administrative Agent with any agreement or obligation, regardless of any
          knowledge thereof which the Bank may have, or with which the Bank may be
          charged; and, no action of the Bank permitted hereunder shall, in any way,
          affect or impair the rights of the Bank and the obligations of CSFBM, the
          Lenders, the Administrative Agent or Companies under this Agreement. 



             12.       
          No delay on the part of the Bank in the exercise of any right or remedy shall
          operate as a waiver thereof, and no single or partial exercise by the Bank, of
          any right or remedy, shall preclude other or further exercise thereof or the
          exercise of any other right or remedy; nor shall any modification or waiver of
          any provision of this Agreement be binding upon the Bank except as expressly set
          forth in writing duly signed and delivered on behalf of the Bank. 



             13.       
          The Lenders and the Administrative Agent represent and warrant to Bank that: 



                         a.       
          Attached as Schedule 1 is a complete and correct description of all
          Ascent Holdings Loan Documents. 



                         b.       
          The undersigned Lender is the sole Lender and legal and beneficial owner of all
          of the loans under the Ascent Holdings Credit Agreement. 



                         c.       
          The execution, delivery and performance by the Lenders and the Administrative
          Agent of this Agreement have been duly authorized by all necessary limited
          liability company action. 



                         d.       
          This Agreement is a legal, valid and binding obligation of the Lenders and the
          Administrative Agent, enforceable against the Lenders and the Administrative
          Agent in accordance with its terms, except to the extent such enforcement may be
          limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
          other similar laws affecting creditors’ rights generally and by general
          principles of equity (regardless of whether such enforceability is considered in
          a proceeding in equity or at law). 



             14.       
          CSFBM represents and warrants to the Bank that: 



                         a.       
          As of the execution of this Agreement, CSFBM and its Affiliates do not own any
          equity interest of Holdings other than common stock and Series B Convertible
          Participating Preferred Stock. 



                         b.       
          As of the execution of this Agreement, neither CSFBM nor any of its affiliates
          holds any shares of Series A Convertible Preferred Stock of Holdings. 



                         c.       
          The execution, delivery and performance by CSFBM of this Agreement have been
          duly authorized by all necessary limited liability company action. 



                         d.       
          This Agreement is a legal, valid and binding obligation of CSFBM, enforceable
          against CSFBM in accordance with its terms, except to the extent such
          enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
          moratorium, and other similar laws affecting creditors’ rights generally
          and by general principles of equity (regardless of whether such enforceability
          is considered in a proceeding in equity or at law). 



             15.       
          Holdings represents and warrants to the Bank that: 



                         a.       
          As of the execution of this Agreement, all Series A Convertible Preferred Stock
          of Holdings has been cancelled. 



                         b.       
          Bank has been provided with a complete and correct copy of the Certificate of
          Designation of Series B Convertible Participating Preferred Stock of Holdings,
          as filed with the Delaware Secretary of State on December 31, 2003. 



             16.       
          This Agreement shall be binding upon the Companies, CSFBM, the Lenders and the
          Administrative Agent and upon the successors and assigns of the Companies,
          CSFBM, the Lenders and the Administrative Agent; and all references herein to
          the Companies, CSFBM, the Lenders and the Administrative Agent, respectively,
          shall be deemed to include any successor or assign to such entity. 



             17.       
          Companies join herein to acknowledge the terms of this Agreement, waive notice
          of acceptance hereof by the Bank, and agree to be bound by the terms and
          provisions hereof, to make no payments or distributions contrary to the terms
          and provisions hereof, and to do every other act and thing necessary or
          appropriate to carry out such terms and provisions. 



             18.       
          All notices, requests and demands to or upon the respective parties hereto to be
          effective shall be in writing (including by facsimile), and, unless otherwise
          expressly provided herein, shall be deemed to have been duly given or made when
          delivered by hand, or, in the case of notice by mail, when received, or, in the
          case of facsimile notice, when received, addressed as follows or, in any case,
          to such other address as may be hereafter notified by the respective parties
          hereto. 

	 	If to the Bank:
	
	  	The Frost National Bank

    P.O. Box 1600

    San Antonio , Texas 78296

    Attn:  Ms. Kathy Hargrave

    Facsimile:  (210) 220-4258

	
	 	and to
	
	 	The Frost National Bank

    777 Main Street

    Fort Worth, Texas 76102

    Attn:  Mr. Adam Palmer

    Facsimile: (817) 420-5250

	
	 	If to the Administrative Agent: 
	
	 	Credit Suisse First Boston Management Corporation

    11 Madison Avenue, 16th Floor

    New York, NY  10010

    Attention: Mr. Alan Freudenstein

    Facsimile:  (212) 538-0424

	
	 	If to any Lender:
	
	 	c/o Credit Suisse First Boston Management Corporation

    11 Madison Avenue, 16th Floor

    New York, NY  10010

    Attention: Mr. Alan Freudenstein

    Facsimile:  (212) 538-0424

	
	 	If to CFSB:
	
	 	c/o Credit Suisse First Boston Management Corporation

    11 Madison Avenue, 16th Floor

    New York, NY  10010

    Attention: Mr. Alan Freudenstein

    Facsimile:  (212) 538-0424

	
	 	If to any Company:
	
	 	Ascent Assurance, Inc.

    3100 Burnett Plaza, Unit 33

    801 Cherry Street

    Fort Worth, Texas 76102

    Attention: Chief Financial Officer

    Facsimile:  (817) 878-3880





             19.       
          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
          OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY
          WITHIN SUCH STATE. WHEREVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT SHALL BE
          INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
          BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY OR INVALID UNDER
          SUCH LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION
          OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE
          REMAINING PROVISIONS OF THIS AGREEMENT. 



             20.       
          CSFBM, THE LENDERS AND THE ADMINISTRATIVE ASSISTANT (AND, BY ACCEPTING THE
          BENEFITS HEREOF, THE BANK) EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
          ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, OR,
          UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED, OR WHICH MAY,
          IN THE FUTURE, BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
          RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT AND AGREES THAT ANY SUCH
          ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 



        THIS
WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT
MATTER OF THIS AGREEMENT 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. 




[SIGNATURES FOLLOW] 









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


	 	THE FROST NATIONAL BANK
	 
	 
	 	By:    Alan Freudenstein                  
	 	          Alan Freudenstein

          President 






	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC,

as Administrative Agent

	 
	 
	 	By:    Alan Freudenstein                  
	 	          Alan Freudenstein

          President 






	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC,

as Lender

	 
	 
	 	By:    Alan Freudenstein                  
	 	          Alan Freudenstein

          President 






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

          President 














        Special
Situations Holdings, Inc. — Westbridge (“Westbridge”) joins herein
to (a) acknowledge the terms of this Agreement, (b) represent and warrant to Bank that
Westbridge is the sole owner of legal and equitable title to all Series B Convertible
Participating Preferred Stock of Holdings and that all representations and warranties of
CSFBM in this Agreement are, as to and as if made by Westbridge, true and correct, and (c)
agree to be bound by all obligations of CSFBM pursuant to this Agreement with respect to
the Holdings Equity Agreements and, if at any time Westbridge has any interest in any
other Junior Liabilities, all Junior Liabilities. 




	 	SPECIAL SITUATIONS HOLDINGS, INC. - WESTBRIDGE
	 
	 
	 	By:    Alan Freudenstein                  
	 	          Alan Freudenstein

          President 






	 	ASCENT ASSURANCE, INC.
	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Name:  Patrick J. Mitchell

          Title:  Chairman of the Board 






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

          Title: Chairman of the Board 






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

          Title: Chairman of the Board 






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

          Title: Chairman of the Board 






	 	SENIOR BENEFITS, L.L.C.
	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Name: Patrick J. Mitchell

          Title: Chairman of the Board 







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

          Title: Chairman of the Board 






	 	ASCENT FUNDING, INC.
	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Name: Patrick J. Mitchell

          Title: Chairman of the Board 
















SCHEDULE 1 




HOLDINGS AGREEMENTS 




1.     Ascent Holdings Credit
Agreement 

2.     Pledge Agreement between Ascent Assurance, Inc. and CSFBM dated April 17, 2001.

3.     Guaranty and Security Agreement among NationalCare Marketing, Inc., Foundation Financial
Services, Inc., Precision Dialing Service, Inc., Senior Benefits, L.L.C., and Westbridge Printing Services, Inc. and CSFBM dated April 17, 2001, as amended.













SCHEDULE 2 




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.