Exhibit 10.35


Exhibit 10.35



SEVENTH AMENDMENT TO
CREDIT AGREEMENT 



        This
Seventh Amendment to Credit Agreement (the “Amendment”) is made as of this 20th
day of November, 2002 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, 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, as further amended by that certain Fourth Amendment to Credit Agreement, dated as of
April 17, 2001, as further amended by that certain Fifth Amendment to Credit Agreement,
dated as of November 27, 2001, and as further amended by that certain Sixth Amendment to
Credit Agreement, dated as of May 15, 2002 (collectively, the “Credit
Agreement”); and 



        WHEREAS,
the Borrower and the Bank desire to further amend the Credit 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  terms shall have the meaning given to them in the Credit Agreement. 


SECTION II.   AMENDMENTS TO CREDIT AGREEMENT.



        2.1
The definition of “Anniversary Date” in Section 1.1 of the Credit Agreement is
hereby deleted in its entirety and amended by inserting the following in its stead: 



        “Anniversary
Date means January 5 of each calendar year, commencing January 5, 2004.” 



        2.2
The definition of “Commitment” in Section 1.1 of the Credit Agreement is hereby
deleted in its entirety and amended by inserting the following in its stead: 



        “Commitment
means the commitment of the Bank to make Revolving Loans hereunder in the aggregate amount
of $4,500,000, as the same may be adjusted from time to time pursuant to Section 2.4 or by
written agreement between the Borrower and the Bank.” 



        2.3
The definition of “Revolving Loan Termination Date” in Section 1.1 of the Credit
Agreement is hereby deleted in its entirety and amended by inserting the following in its
stead: 



        “Revolving
Loan Termination Date means January 5, 2004; provided, however, if not
fewer than seven (7) months nor more than nine (9) months prior to any Anniversary Date,
the Borrower requests the Bank to extend the Revolving Loan Termination Date for an
additional year and if the Bank in its sole discretion in writing within thirty (30) days
of such request, grants such request, the Revolving Loan Termination Date means the date
to which the Revolving Loan Termination Date has been so extended. If such date is not a
Business Date, the Revolving Loan Termination Date shall be the next preceding Business
Day.” 


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 $10,000 renewal fee due and payable and deemed fully earned
on the date hereof. 



        3.3
The Bank shall have received such other documents, certificates and assurances as it shall
reasonably request, all of which shall 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.   
EXPENSES. The Borrower shall pay, upon demand, all reasonable
attorneys’ fees and out-of-pocket costs of the Bank in connection with this Amendment
and the agreements, documents and other items contemplated hereunder. 



SECTION VI.   
 FULL FORCE AND EFFECT.  Except as herein  amended,  the Credit  Agreement and all other Loan Documents shall remain in full
force and effect.



SECTION VII.   
  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.





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




       

	 	ASCENT FUNDING, INC. 
	 	By: /Patrick J. Mitchell/
	 	Name: Patrick J. Mitchell
	 	Title: President
	 
	 
	 	LASALLE BANK NATIONAL ASSOCIATION 
	 	By: /Bradley Kronland/
	 	Name: Bradley Kronland   
	 	Title: Assistant Vice President













ACKNOWLEDGMENT AND
AGREEMENT OF GUARANTOR 



        The
undersigned, ASCENT ASSURANCE, INC. (formerly Westbridge Capital Corp.), hereby ratifies
and reaffirms that certain Guaranty dated June 6, 1997 (as amended from time to time, the
“Guaranty”) made by the undersigned in favor of LaSalle Bank National
Association (the “Bank”) and each of the terms and provisions contained therein,
and agrees that the Guaranty continues in full force and effect following the execution
and delivery of the foregoing Amendment. The undersigned represents and warrants to the
Bank that the Guaranty was, on the date of the execution and delivery thereof, and
continues to be, the valid and binding obligation of the undersigned enforceable in
accordance with its terms and that the undersigned has no claims or defenses to the
enforcement of the rights and remedies of the Bank under the Guaranty. 



        IN
WITNESS WHEREOF, this Acknowledgment and Agreement of Guarantor has been duly authorized
as of this 20th day of November, 2002. 




	 	ASCENT ASSURANCE, INC. 
	 	By: /Patrick J. Mitchell/
	 	Name: Patrick J. Mitchell
	 	Title: President