Exhibit 10.43 CREDIT AND SECURITY AGREEMENT (U.S. $13,000,000) Dated as of December 23, 2003Credit and Security Agreement • January 8th, 2004 • Ceres Group Inc • Life insurance • Ohio
Exhibit 10.45 TERM LOAN A NOTE $4,000,000 Dated: December 23, 2003 FOR VALUE RECEIVED, the undersigned, CERES GROUP, INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of National City Bank (the "Lender"), in...Ceres Group Inc • January 8th, 2004 • Life insurance
FOR VALUE RECEIVED, the undersigned, CERES GROUP, INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of National City Bank (the "Lender"), in immediately available funds the principal sum of Four Million DOLLARS ($4,000,000), payable as provided in the Credit Agreement (as defined herein). Capitalized terms used herein shall have the meanings ascribed to such term in that certain Credit and Security Agreement, dated as of December 23, 2003 (as the same may from time to time be amended, supplemented, restated or otherwise modified, the "Credit Agreement"), among the Borrower, certain Subsidiary Guarantors which are parties thereto, the Lender, the other Lenders listed on the signature pages thereto, and National City Bank, as Agent (the "Agent").
Exhibit 10.46 TERM LOAN B NOTE $9,000,000 Dated: December 23, 2003 FOR VALUE RECEIVED, the undersigned, CERES GROUP, INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of The CIT Group/Equipment Financing, Inc. (the...Ceres Group Inc • January 8th, 2004 • Life insurance
FOR VALUE RECEIVED, the undersigned, CERES GROUP, INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of The CIT Group/Equipment Financing, Inc. (the "Lender"), in immediately available funds the principal sum of NINE MILLION DOLLARS ($9,000,000), payable as provided in the Credit Agreement (as defined herein). Capitalized terms used herein shall have the meanings ascribed to such terms in that certain Credit and Security Agreement, dated as of December 23, 2003 (as the same may from time to time be amended, supplemented, restated or otherwise modified, the "Credit Agreement"), among the Borrower, certain Subsidiary Guarantors which are parties thereto, the Lender, the other Lenders listed on the signature pages thereto, and National City Bank, as Agent (the "Agent").
FORM OF PLEDGE AND SECURITY AGREEMENTForm of Pledge and Security Agreement • January 8th, 2004 • Ceres Group Inc • Life insurance
