Exhibit 10.43


Exhibit 10.43



      THIRD
AMENDMENT TO CREDIT AGREEMENT 



        This
Third Amendment to Credit Agreement (this “Third Amendment to Credit
Agreement”) is made as of this 1st day of September, 2004, between
ASCENT ASSURANCE, INC. (the “Borrower”); the several entities identified
on the signature pages to the Credit Agreement (as defined below) as Lenders and each
other person that becomes a Lender (collectively, “Lenders,” and each
individually, 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 as
Arranger (in such capacity, the “Arranger”). 




WITNESSETH 



        WHEREAS,
the Borrower, the Lenders, the Administrative Agent and the Arranger are parties to a
Credit Agreement dated as of April 17, 2001, as amended (the “Credit
Agreement”), providing, subject to the terms and conditions thereof, for
extensions 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 covenants
and to amend the definition of “Indebtedness”; 



        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 hereby agree as follows: 



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



        Section
2. Amendments. Upon satisfaction of the conditions set forth in Section 4 of this
Third Amendment to Credit Agreement, the Credit Agreement shall, effective as of the date
hereof, be amended as follows: 



        2.1
Credit Agreement References. 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. 


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



        “Cutler
Employment 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 or
services (other than current trade liabilities and accrued expenses incurred in the
ordinary course of that Person’s business and payable in accordance with customary
practices), (c) all outstanding reimbursement obligations of that Person in respect to of
outstanding letters of credit, acceptances and similar obligations issued or created for
the account of that Person, (d) all liabilities secured by any Lien on any property owned
by that Person even if that Person has not assumed ot otherwise become liable for the
payment thereof, (e) liabilities arising under Hedging Agreements of that person (other
than interest rate caps purchased by it), (f) all Guaranties of that person and (g) all
Capital Lease Obligations of that Person; provided that, notwithstanding the foregoing, no
present or future payment obligation of Borrower under the Cutler Employment Agreement
shall constitute “Indebtedness” for purposes of this Agreement. 


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



        Section
3. Reaffirmation of the Borrower. The Borrower hereby represents and warrants to
CSFBM that upon execution hereof no event of Default has occurred and is continuing under
the Credit Agreement and the Credit Agreement as so amended, shall remain in full force
and effect. 



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



        Section
5. Miscellaneous. Except as herein provided, the Credit Agreement and each other
Loan Document shall remain unchanged and in full force and effect. This Third Amendment
and each other Loan Document shall remain unchanged and in full force and effect. This
Third Amendment to Credit Agreement 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. This Third Amendment to Credit Agreement shall be governed by, and
construed in accordance with, the law of the state of New York. 





        IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Credit Agreement
to be duly executed and delivered as of the day and year first above written. 




BORROWER: 



	 	ASCENT ASSURANCE, INC.	
	 	By /Cynthia B.
Koenig/
 Name: Cynthia B. Koenig
Title:
Senior VP, CFO & Treasurer 





ADMINISTRATIVE AGENT AND
ARRANGER: 

	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC	
	 	By /Alan
Freudenstein/
 Name: Alan Freudenstein
Title:
President 






LENDERS: 

	 	CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC	
	 	By /Alan
Freudenstein/
 Name: Alan Freudenstein
Title:
President