Amendment No. 3 To The Amended and Restated Credit Agreement



 Exhibit 10.43 
 AMENDMENT NO. 3 
 AMENDMENT NO. 3 dated as of February 2, 2007 between ASSURANT, INC. (d/b/a Assurant
Group), the Lenders executing this Amendment No. 3 on the signature pages hereto and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent under the Credit Agreement referred to below. 
 Assurant, Inc., the lenders party thereto (including the Lenders executing this Amendment No. 3 on the signature pages hereto) and JPMorgan Chase
Bank, N.A., as Administrative Agent, are parties to a First Amended and Restated Credit Agreement dated as of April 29, 2005 (as amended by Amendment No. 1 dated as of August 10, 2005 and Amendment No. 2 dated as of
April 17, 2006 and as modified and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said lenders to the
Borrower in an aggregate principal amount not exceeding $500,000,000 (subject to any increases effected pursuant to Section 2.9 of the Credit Agreement). 
 The Borrower and the Lenders party hereto wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows: 
 Section 1. Definitions. Except as otherwise defined in this Amendment No. 3, terms defined in the Credit Agreement are used herein as
defined therein. 
 Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4
below, but effective as of the date hereof, the Credit Agreement shall be amended as follows: 
 2.01. References Generally. References
in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be
deemed to be references to the Credit Agreement as amended hereby. 
 2.02. Definitions. Section 1.1 of the Credit
Agreement shall be amended by amending the following definition in its entirety: 
 “Consolidated Adjusted Net
Worth” means, as at any date of determination, the sum of (a) the amounts that would, in accordance with GAAP, be included on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date as total
stockholders’ equity (including all “preferred stock” (other than Disqualified Capital Stock and/or Hybrid Securities that are determined to be, or that are treated as, “preferred stock”)), but excluding (i) treasury
stock and (ii) accumulated other comprehensive income (AOCI), and (b) the amounts of all obligations of the Borrower and its Subsidiaries in respect of Disqualified Capital 

  

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Stock and/or Hybrid Securities to the extent, as at such date of determination, such obligations would be excluded from the definition of
“Indebtedness” by virtue of the proviso contained in clause (xi) of such definition. 
 Section 3.
Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its Subsidiaries, that (a) the representations and warranties set forth in Section 4
of the Credit Agreement, are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall
be true and correct as of such specific date), and as if each reference in said Section 4 to “this Agreement” (or words of similar import) included reference to this Amendment No. 3 and (b) no Event of Default or
Potential Event of Default has occurred and is continuing on the date hereof. 
 Section 4. Conditions Precedent. The amendments
set forth in Section 2 hereof shall become effective, as of the date hereof, upon receipt by the Administrative Agent of counterparts of this Amendment No. 3 executed by the Borrower and Lenders party to the Credit Agreement constituting
the Requisite Lenders. 
 Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in
full force and effect. This Amendment No. 3 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 3
by signing any such counterpart. This Amendment No. 3 shall be governed by, and construed in accordance with, the law of the State of New York. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and
delivered as of the day and year first above written. 
  

			
	ASSURANT, INC. (d/b/a Assurant Group)
		
	By:	 	  

	Name:	 	Miles B. Yakre
	Title:	 	Senior Vice President & Treasurer


  

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	LENDERS
	
	JPMORGAN CHASE BANK, N.A.,
	individually and as Administrative Agent
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CITICORP NORTH AMERICA INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	SUNTRUST BANK
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	M&I MARSHALL & ILSLEY BANK
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


  

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	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CREDIT SUISSE FIRST BOSTON
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	LEHMAN BROTHERS BANK, FSB
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	MERRILL LYNCH BANK USA
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	MORGAN STANLEY BANK
		
	By:	 	  

	Name:	 	
	Title:	 	


  

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	WILLIAM STREET COMMITMENT CORPORATION
	
	(Recourse only to assets of William Street Commitment Corporation)
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	THE BANK OF NOVA SCOTIA
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	UMB BANK, N.A.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	COMMERCE BANK, N.A.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

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