Exhibit 10.43

**      THIRDAMENDMENT TO CREDIT AGREEMENT**

        ThisThird Amendment to Credit Agreement (this “Third Amendment to CreditAgreement”) is made as of this 1st day of September, 2004, betweenASCENT ASSURANCE, INC. (the “Borrower”); the several entities identifiedon the signature pages to the Credit Agreement (as defined below) as Lenders and eachother person that becomes a Lender (collectively, “Lenders,” and eachindividually, 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 asArranger (in such capacity, the “Arranger”). 

WITNESSETH 

        WHEREAS,the Borrower, the Lenders, the Administrative Agent and the Arranger are parties to aCredit Agreement dated as of April 17, 2001, as amended (the “CreditAgreement”), providing, subject to the terms and conditions thereof, forextensions of credit to be made by the Lenders to the Borrower; and 

        WHEREAS,the parties wish to amend the Credit Agreement to eliminate certain financial covenantsand to amend the definition of “Indebtedness”; 

        NOW,THEREFORE, in consideration of the mutual agreements herein contained and other good andvaluable consideration, the adequacy of which is hereby acknowledged, and subject to theterms and conditions hereof, the parties hereto hereby agree as follows: 

        Section1. Definitions. Except as otherwise defined in this Third Amendment to CreditAgreement, terms defined in the Credit Agreement are used herein as defined therein. 

        Section2. Amendments. Upon satisfaction of the conditions set forth in Section 4 of thisThird Amendment to Credit Agreement, the Credit Agreement shall, effective as of the datehereof, be amended as follows: 

        2.1Credit Agreement References. References in the Credit Agreement (includingreferences to the Credit Agreement as amended hereby) to “this Agreement” (andindirect references such as ‘hereunder”, “hereby”, “herein”and “hereof”) shall be deemed to be references to the Credit Agreement asamended hereby. 

        2.2Definitions. (a) Section 1.1 of the Credit Agreement shall be amended by adding the followingnew definition:

        “CutlerEmployment Agreement” means the employment agreement dates as of September 1,2004 between Borrower and Mr. Ben Cutler, as the same may be amended from time to time. 

        (b)           Section 1.1 of the Credit Agreement shall be amended by deleting the definition          of “Indebtedness” and replacing it in its entirely with the following          definition: 

        “Indebtedness”means with respect to any Person at any date, (a) Debt for Borrowed Money of that Person,(b) all indebtedness of that Person for the deferred purchase price of property orservices (other than current trade liabilities and accrued expenses incurred in theordinary course of that Person’s business and payable in accordance with customarypractices), (c) all outstanding reimbursement obligations of that Person in respect to ofoutstanding letters of credit, acceptances and similar obligations issued or created forthe account of that Person, (d) all liabilities secured by any Lien on any property ownedby that Person even if that Person has not assumed ot otherwise become liable for thepayment thereof, (e) liabilities arising under Hedging Agreements of that person (otherthan interest rate caps purchased by it), (f) all Guaranties of that person and (g) allCapital Lease Obligations of that Person; provided that, notwithstanding the foregoing, nopresent or future payment obligation of Borrower under the Cutler Employment Agreementshall constitute “Indebtedness” for purposes of this Agreement. 

        2.3Minimum Net Worth. Section 6.1(a) of the Credit Agreement shall be deleted in its entirety anddesignated as "Reserved".

        Section3. Reaffirmation of the Borrower. The Borrower hereby represents and warrants toCSFBM that upon execution hereof no event of Default has occurred and is continuing underthe Credit Agreement and the Credit Agreement as so amended, shall remain in full forceand effect. 

        Section4. Conditions Precedent. The effectiveness of this Third Amendment to CreditAgreement is expressly conditioned upon CSFBM having received one or more counterparts ofthis Third Amendment to Credit Agreement duly executed by the Borrower. 

        Section5. Miscellaneous. Except as herein provided, the Credit Agreement and each otherLoan Document shall remain unchanged and in full force and effect. This Third Amendmentand each other Loan Document shall remain unchanged and in full force and effect. ThisThird Amendment to Credit Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and thesame document. This Third Amendment to Credit Agreement shall be governed by, andconstrued in accordance with, the law of the state of New York.