THIRD AMENDMENT TO GUARANTY AGREEMENT
This Third Amendment to Guaranty Agreement (the "Amendment") is made as of
this 17th day of April, 2000 by and among ASCENT ASSURANCE, INC. (formerly known
as Westbridge Capital Corp.) (the "Guarantor"), and LASALLE BANK NATIONAL
ASSOCIATION (formerly known as LaSalle National Bank) (the "Bank").
W I T N E S S E T H
WHEREAS, the Guarantor and the Bank are parties to that certain Guaranty
Agreement, dated as of June 6, 1997, as amended by that certain First Amendment
to Guaranty Agreement, dated as of March 24, 1999, as further amended by that
certain Second Amendment to Guaranty Agreement, dated as of July 20, 1999
(collectively, the "Guaranty Agreement"); and
WHEREAS, the parties desire to further amend the Guaranty Agreement, as
more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the adequacy of which is hereby
acknowledged, and subject to the terms and conditions hereof, the parties hereto
agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, all capitalized
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terms shall have the meaning given to them in the Guaranty Agreement.
SECTION 2. AMENDMENTS TO GUARANTY AGREEMENT.
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2.1 The definition of "Consolidated GAAP Net Worth" in Section 1.2 of the
Guaranty Agreement is hereby deleted in its entirety and replaced with the
following in its stead:
"Consolidated GAAP Net Worth" means the sum of (a) the common capital stock and
preferred capital stock (including mandatorily redeemable preferred capital
stock) and additional paid-in capital of the Guarantor and its Subsidiaries on a
consolidated basis, plus (without duplication) (b) the amount of retained
earnings (inclusive of Deferred Revenues) (or, in the case of a deficit, minus
the deficit), minus (c) treasury stock, plus or minus (d) any other account
which is customarily added or deducted in determining stockholders' equity
(without giving effect to any increase or decrease to Consolidated GAAP Net
Worth attributable to the application of SFAS No. 115 and 130), all of which
shall be determined on a consolidated basis in accordance with GAAP."
SECTION 3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
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expressly conditioned upon satisfaction of the following conditions precedent:
3.1 The Bank shall have received copies of this Amendment duly executed by
the Guarantor.
3.2 The Bank shall have received such other documents, certificates and
assurances as it shall reasonably request.
SECTION 4. REAFFIRMATION OF THE GUARANTOR. The Guarantor hereby ratifies
and reaffirms that certain Guaranty Agreement and each of the terms and
provisions contained therein, and agrees that the Guaranty Agreement continues
in full force and effect following the execution and delivery of this Amendment.
The Guarantor represents and warrants to the Bank that the Guaranty Agreement
was, on the date of the execution and delivery thereof, and continues to be, the
valid and binding obligation of the Guarantor enforceable in accordance with its
terms and that the Guarantor has no claims or defenses to the enforcement of the
rights and remedies of the Bank under the Guaranty Agreement.
SECTION 5. COUNTERPARTS. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
day and year specified above.
ASCENT ASSURANCE, INC.
By: /s/ Patrick J. Mitchell
Name: Patrick J. Mitchell
Title: Chairman of the Board and Chief Executive
Officer
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Janet R. Gates
Name: Janet R. Gates
Title: Senior Vice President
