FOURTH AMENDMENT TO CREDIT AGREEMENT

     This Fourth Amendment to Credit  Agreement (the  "Amendment") is made as of
this 17th day of April, 2001 by and among ASCENT FUNDING, INC. (the "Borrower"),
and LASALLE BANK NATIONAL ASSOCIATION (the "Bank").

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower  and the Bank are  parties to that  certain  Credit
Agreement,  dated as of June 6, 1997, as amended by that certain First Amendment
to Credit  Agreement,  dated as of September 8, 1998, as further amended by that
certain Second Amendment to Credit  Agreement,  dated as of August 12, 1999, and
as further amended by that certain Third Amendment to Credit Agreement, dated as
of November 30, 2000 with an effective date of September 30, 2000 (collectively,
the "Credit Agreement); and

     WHEREAS,  Ascent Assurance,  Inc. ("Guarantor") executed and delivered that
certain Guaranty,  dated as of June 6, 1997 in favor of the Bank with respect to
all of the obligations of the Borrower to the Bank, as amended from time to time
(the "Guaranty");

     WHEREAS, simultaneously herewith, Guarantor and the Bank will further amend
the Guaranty  pursuant to that  certain  Sixth  Amendment  and Waiver of Certain
Events of Default  under Credit  Agreement  (the "Sixth  Amendment to Guaranty")
providing, among other things, for the waiver of certain covenant defaults under
the Guaranty and the Credit Agreement;

     WHEREAS,  the Guarantor desires to enter into a Credit Agreement (the "CSFB
Financing") with Credit Suisse First Boston Management  Corporation ("CSFB") and
requires  the consent of the Bank with  respect to the pledge of stock and other
similar  interests of certain  subsidiaries  of the Guarantor  (the  "Subsidiary
Pledge") in connection therewith;

     WHEREAS,  as a condition to the Bank providing (i) its consent with respect
to the Subsidiary  Pledge and (ii) waiver of certain covenant  defaults pursuant
to the Sixth  Amendment  to Guaranty,  the Bank is  requiring  that the Borrower
execute and deliver this Amendment.

     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 I. DEFINITIONS.
           ------------

     Unless  otherwise  defined  herein,  all  capitalized  terms shall have the
meaning given to them in the Credit Agreement.


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SECTION II. AMENDMENTS TO CREDIT AGREEMENT.

2.1  Section  1.1 of the Credit  Agreement  is hereby  amended by  deleting  the
     definition  of  "Applicable  Margin"  in its  entirety  and  inserting  the
     following in its stead:

     "Applicable Margin"  means,  as of any date, (i) with respect to each LIBOR
          Rate Loan,  the per annum rate equal to the LIBOR Rate plus 3.25%,  or
          (ii) with respect to each Base Rate Loan,  the per annum rate equal to
          the Base Rate plus 1.125%, as applicable.

2.2  Section  1.1 of the Credit  Agreement  is hereby  amended by  deleting  the
     definition  "Change in Control" in its entirety and inserting the following
     in its stead:

     "Change in Control"  means,  with respect to the Borrower or the Guarantor,
          the acquisition of ownership, directly or indirectly,  beneficially or
          of  record,  by  any  Person  or  group  (within  the  meaning  of the
          Securities  Exchange Act of 1934 and the rules of the  Securities  and
          Exchange  Commission  thereunder  as in effect on the date  hereof) of
          shares  representing  more than 50% of the aggregate  ordinary  voting
          power for the  election  of  directors  of the issued and  outstanding
          capital stock of the Borrower or the Guarantor."

SECTION III. CONDITIONS PRECEDENT.
             ---------- ----------

     The   effectiveness  of  this  Amendment  is  expressly   conditioned  upon
satisfaction of the following conditions precedent:

3.1  The Bank shall have received a copy of this  Amendment duly executed by the
     Borrower.

3.2  The Bank shall have received a copy of the Sixth Amendment of Guaranty duly
     executed by the Guarantor.

3.3  The  Bank  shall  have  received  a  Side  Agreement  with  respect  to the
     contribution  by the  Guarantor of proceeds  from the CSFB  Financing in an
     amount not less than  $11,000,0000  to Freedom  Life  Insurance  Company of
     America  ("FLICA")  duly executed by the Guarantor and CSFB,  together with
     evidence  satisfactory to the Bank in its sole and absolute discretion that
     CSFB has loaned an amount not less than  $11,000,000  to the  Guarantor and
     the Guarantor has contributed an amount not less than $11,000,000 to FLICA.

3.4  The Bank shall have received a  Subordination  Agreement,  duly executed by
     CSFB.

3.5  The Bank shall have  received a $25,000  waiver and  amendment  fee due and
     payable and deemed fully earned on the date hereof,  as required  under the
     Sixth Amendment to Guaranty.

3.6  The Bank  shall  have  received  such  other  documents,  certificates  and
     assurances as it shall reasonably request, all of which have been delivered
     on or prior to the date hereof.

SECTION IV. REAFFIRMATION OF THE BORROWER.
            ------------- -- --- --------

     The  Borrower  hereby  represents  and  warrants  to the Bank  that (i) the
warranties  set forth in Article 5 of the Credit  Agreement are true and correct
on and as of the date hereof,  except to the extent (a) that any such warranties
relate to a specific date, or (b) changes  thereto are a result of  transactions
for which the Bank has granted  its  consent;  (ii) the  Borrower is on the date
hereof  in  compliance  with all of the terms  and  provisions  set forth in the
Credit Agreement as hereby amended;  and (iii) upon execution hereof no Event of
Default has occurred and is continuing or has not previously been waived.

SECTION V. FULL FORCE AND EFFECT.
           ---- ----- --- ------

     Except as herein amended, the Credit Agreement and all other Loan Documents
shall remain in full force and effect.

SECTION VI. COUNTERPARTS.
            -------------

     This Amendment may be executed in two or more  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same document.


<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have executed this Amendment on the
day and year specified above.

                                 ASCENT FUNDING, INC.

                                 By:      /s/Patrick J. Mitchell
                                 Name:    Patrick J. Mitchell
                                 Title:   Chairman of the Board and CEO




                                 LASALLE BANK NATIONAL ASSOCIATION

                                 By:      /s/Linda Whittaker
                                 Name:    Linda Whittaker
                                 Title:   Assistant Vice President