HOLDINGS CORPORATION. By /s/ Xxxxxxx Xxxxx ---------------------------------- Name: Xxxxxxx Xxxxx Title: Chairman & CEO CREDIT LYONNAIS CAYMAN ISLAND BRANCH By /s/ W. Xxxxxxx Xxxxxx ---------------------------------- Name: W. Xxxxxxx Xxxxxx Title: Authorized Signature THE CHASE MANHATTAN BANK By /s/ Illegible ---------------------------------- Name: Title: FIRSTAR BANK, N.A. By ---------------------------------- Name: Title: LASALLE BANK N.A. F/K/A LASALLE NATIONAL BANK By /s/ Xxxxxx X. Xxxxx ---------------------------------- Name: Xxxxxx X. Xxxxx Title: Senior Vice President PILGRIM PRIME RATE TRUST By: Pilgrim Investments, Inc. as its investment manager By /s/ Xxxxxx Xxxxxx ---------------------------------- Name: XXXXXX XXXXXX, CFA Title: VICE PRESIDENT PILGRIM AMERICA HIGH INCOME INVESTMENTS, LTD. By: Pilgrim Investments, Inc. as its investment manager By /s/ Xxxxxx Xxxxxx ---------------------------------- Name: XXXXXX XXXXXX, CFA Title: VICE PRESIDENT
HOLDINGS CORPORATION. By /s/ Xxxxxxx X. Xxxxx --------------------------------- Name: Xxxxxxx X. Xxxxx Title: CEO CREDIT LYONNAIS CAYMAN ISLAND BRANCH By /s/ W. Xxxxxxx Xxxxxx --------------------------------- Name: W. Xxxxxxx Xxxxxx Title: Authorized Signature THE CHASE MANHATTAN BANK By /s/ Xxxxxxxxx X. Xxxxxxx --------------------------------- Name: Xxxxxxxxx X. Xxxxxxx Title: Managing Director FIRSTAR BANK, N.A. By --------------------------------- Name: Title: LASALLE NATIONAL BANK By /s/ Xxxxxx X. Xxxxx --------------------------------- Name: Xxxxxx X. Xxxxx Title:
HOLDINGS CORPORATION. By: /s/ Xxxxxxx Xxxxxxx ----------------------------------------- Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer U.S.I. Holdings Corporation 00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000-0000 Attn: General Counsel Telephone: (000) 000-0000 Telecopier: (000) 000-0000 CAPITAL Z FINANCIAL SERVICES FUND II, L.P. By: CAPITAL Z PARTNERS, L.P., its general partner By: CAPITAL Z PARTNERS, LTD., its general partner By: /s/ Illegible ------------------------------------------ Name: Title: Address: Capital Z Partners Ltd 00 Xxxxxxxx Xxxxxx New York, New York 10012 Tel 000.000.0000 Fax 000.000.0000 Attention: Xxx Spass CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P. By: CAPITAL Z PARTNERS, L.P., its general partner By: CAPITAL Z PARTNERS, LTD., its general partner By: /s/ Illegible ------------------------------------------ Name: Title: Address: Capital Z Partners Ltd 00 Xxxxxxxx Xxxxxx New York, New York 10012 Tel 000.000.0000 Fax 000.000.0000 Attention: Xxx Spass ATTACHMENT A ------------ [FORM OF WARRANT CERTIFICATE] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT AND FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION OF ANY SUCH SECURITIES. THE SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (EACH SUCH ACTION, A "TRANSFER") UNLESS (A) SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT DATED AS OF SEPTEMBER 17, 1999 AND THE SHAREHOLDERS' AND WARRANTHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 17, 1999, AS SUCH MAY BE AMENDED, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF U.S.I. HOLDINGS CORPORATION (TOGETHER WITH ITS SUCCESSORS, THE "COMPANY") AND WHICH WILL BE MAILED TO A SECURITYHOLDER WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH SECURITYHOLDER, (B) EITHER (1) THE TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (2) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND (C) SUCH TRANSFER SHALL BE IN COMPLIANCE WITH ANY APPLICABLE STATE OR FOREIGN SECURITIES OR "BLUE SKY" LAWS....
HOLDINGS CORPORATION. By: ------------------------------- Name: David L. Eslick Xxxxx: Xxxxxdent & CEO ----------------------------- Registered address: ----------------------------- Street address ----------------------------- City, State, Zip Code I, as the Employee's spouse, also agree to be bound by the terms and conditions of this Agreement.
HOLDINGS CORPORATION. The undersigned hereby irrevocably elects to exercise --------------------- Series W Warrants represented by the accompanying Series W Warrant Certificate to purchase the shares of Series W Preferred Stock issuable upon the exercise of such Series W Warrants and requests that certificates for such shares be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address.) --------------------------------------------------------------------------- (Please insert social security or other taxpayer identification number.) If such number of Series W Warrants shall not be all the Series W Warrants evidenced by the accompanying Series W Warrant Certificate, a new Series W Warrant Certificate for the balance remaining of such Series W Warrants shall be registered in the name of and delivered to: -------------------------------------------------------------------------------- (Please print name and address.) --------------------------------------------------------------------------- (Please insert social security or other identifying number.) Dated: , . ---------------- -------- [HOLDER] By ----------------------------------------- NOTICE The signature to the foregoing Election to Purchase must correspond to the name as written upon the face of the accompanying Series W Warrant Certificate or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever.
HOLDINGS CORPORATION. By: /s/ Xxxxxxx Xxxxxxx --------------------------------------- Title: Senior Vice President & Chief Financial Officer Accepted as of the day of September 17, 1999 CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as Secured Party By: /s/ W. Xxxxxxx Xxxxxx ------------------------------- Title: Authorized Signatory SCHEDULE 3.1(B) TO BORROWER PLEDGE AGREEMENT ------------------------- Issuer No. of Shares Stock Being Pledged Dallas National Corp. 1,000 USI Insurance Services Corp. 10 Notes:Being Pledged Original Principal Amount Xxxxxxx X. Xxxxx $150,000.00 Xxxxxxx X. Xxxxx $ 50,000.00 Xxxx Xxxxxx $ 69,834.73 Xxxxx X. Xxxxxxxx $ 49,841.22 Xxxx X. Xxxxxxxx $ 27,934.73 Xxxxxx, Xxxxxx & Xxxxxxx,Inc. amount on Borrower's books Xxxxxxxx, Galt & Newlands, Inc. amount on Borrower's books San Jacinto Agency, Inc. $ 1,583,350 San Jacinto Agency, Inc. $ 504,000 X.X. Xxxxxxx & Sons, Inc. $ 1,787,500 X.X. Xxxxxxx & Sons, Inc. $ 325,000 Xxxxxx X. Xxxx,Incorporated $ 529,894 USIS-AWH, INC. $ 4,300,000 Xxxx Insurance Consultants, Inc. amount on Borrower's books Xxxxxxxxxx Xxxxxx, Inc. $ 150,000 Xxxxxx & Xxxxxxx, Inc. $ 3,886,698 Strategic Benefit Planning Corporation $ 5,292,702 Progressive Plan Administors, Inc. amount on Borrower's books Xxxxxx Xxxx & Son, Inc. amount on Borrower's books USI MidAtlanic, Inc. (formerly XxXxxx & Gallen, Inc.) amount on Borrower's books Benefit Strategies, Inc. amount on Borrower's books Strategic Benefits Planning Corporation amount on Borrower's books Advanced Benefits Insurance Marketing Corporation $ 773,950 Bay Benefits and Insurance Marketing, Inc. $ 339,550 USI-C Partnership, L.P. $ 790,000 Xxxxxxxxx and Xxxxxx, Inc. $ 7,000,000 USIS KOL Acquisition, Inc. $ 2,537,500 Xxxxxxxxx-Xxxxxxx, Inc. and Subsidiaries $ 5,696,460 X.X. Xxxxxx & Co., Inc. $ 7,075,000 Coastal Insurance Services, Inc. $ 1,950,000 X.X. Xxxxx Administrative Services, Inc. $ 6,300,000 Select Providers, Inc. $ 4,200,000 Benefits Advisors of New England, Inc. $ 1,800,000 Xxxxxxx Xxxx & Company, Inc. $ 4,213,359 The Hyatt Agency, Inc. $1,198,750 ANCO Corporation $1,596,000 Coastal Insurance Services, Inc. $1,178,000 Coastal Insurance Services, Inc. $1,010,000 Triwest Insurance Services, Inc. $1,090,210 USI Consulting Group of New York, Inc. $5,460,688 Xxxxxxxxx & Xxxxxxxx, Incorporated $ 326,000 Strategic Benefit Planning Corporation $2,162,160 Xxxxxxx, Xxxxxx & Associates Insurance Agency, Inc. $3,852,660 Coastal Insurance Services, Inc. $1,237,000 USI Insurance Services Corp. am...
HOLDINGS CORPORATION. By: ------------------------ Name: Title: Date: EXHIBIT D TO CREDIT AGREEMENT ---------------- FORM OF COMPLIANCE CERTIFICATE Pursuant to Section 6.2(c) of the Credit Agreement, dated as of September 17, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement")/1/, by and among U.S.I. Holdings Corporation (the "Borrower"), the banks and other financial institutions (the "Lenders") from time to time that are party thereto, Credit Lyonnais, Cayman Island Branch, as administrative agent for the Lenders (the "Administrative Agent") and The Chase Manhattan Bank, as syndication agent, the undersigned, ------------------------, the /2/ of the Borrower, does hereby certify in the ------------------------- name and on behalf of the Borrower that, as of the date of the Financial Statements as of and for the period ended /3/ (the ------------------------- "Financial Statements") being delivered herewith in accordance with Section 6.1 (a) and Section 6.1(b) of the Credit Agreement, the Borrower was in compliance with all of the covenants set forth in Section 7.1 of the Credit Agreement/4/, and that the following calculations of such covenant compliance are based upon such Financial Statements and are correct and complete in all material respects:
HOLDINGS CORPORATION. By: ------------------------ Name: Title: Date: EXHIBIT E [CONFORMED AS EXECUTED] ================================================================================ GUARANTY, INDEMNITY AND SUBORDINATION AGREEMENT dated as of September 17, 1999 U.S.I. HOLDINGS CORPORATION, as Borrower USI INSURANCE SERVICES CORP., as Guarantor and CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as Administrative Agent ================================================================================ TABLE OF CONTENTS ----------------- Page ---- ARTICLE I. DEFINITIONS ........................................................................1
HOLDINGS CORPORATION. By: --------------------------- Name: Title: /1/ Include in the case of a Proposed Borrowing of Revolving Credit Loans. EXHIBIT G-1 TO CREDIT AGREEMENT ---------------- FORM OF REVOLVING CREDIT NOTE THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. REVOLVING CREDIT NOTE --------------------- $ , --------------------- ------------- ------ FOR VALUE RECEIVED, the undersigned, U.S.I. HOLDINGS CORPORATION (the "Borrower"), hereby unconditionally promises to pay to the order of ------------- (the "Revolving Credit Lender") at the office of Credit Lyonnais Cayman Island Branch (the "Administrative Agent"), located at [address], or to the Administrative Agent by wire transfer pursuant to the Administrative Agent's instructions, in lawful money of the United States of America and in immediately available funds, on the Revolving Credit Loan Maturity Date the principal amount of ($ ) or, if less, the aggregate unpaid principal ------------- ------------- amount of all Revolving Credit Loans made or maintained by the Revolving Credit Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement (as hereinafter defined). The Borrower further agrees to pay interest in like money at the Administrative Agent's office, or pursuant to the Administrative Agent's wire transfer instructions, on the unpaid principal amount of this Note at the rates and on the dates specified in Section 3.4 of the Credit Agreement. Unless otherwise defined in this Note, capitalized terms shall have the meanings given them in the Credit Agreement, dated as of September 17, 1999 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Revolving Credit Lender, the other banks and financial institutions that are from time to time party thereto, the Administrative Agent and The Chase Manhattan Bank, as syndication agent. The holder of this Note is authorized to record on the schedules to this Note (or any continuation of such schedules) the date, Type and amount of each Revolving Credit Loan made by it pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type...
HOLDINGS CORPORATION. By: ------------------------------------ Name: Title: EXHIBIT H-2 TO CREDIT AGREEMENT ---------------- FORM OF SECRETARY'S CERTIFICATE OF BORROWER Pursuant to Section 5.1 of the Credit Agreement, dated as of September 17, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement")/1/, among U.S.I. Holdings Corporation (the "Company"), the banks and other financial institutions from time to time that are party thereto (the "Lenders"), Credit Lyonnais Cayman Island Branch as administrative agent for the Lenders (the "Administrative Agent") and The Chase Manhattan Bank, as syndication agent, the undersigned, , the [Assistant] ------------------- Secretary of the Company hereby certifies as of the Closing Date as follows in the name and on behalf of the Company:
