HOLDINGS CORPORATION. By /s/ Xxxxxxx X. Xxxxx --------------------------------- Name: Xxxxxxx X. Xxxxx Title: Chairman & CEO
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 Eslick Xxxxx: Xxxxident & CEO --------------------------- NAME Registered address: --------------------------- --------------------------- I, as the Employee's spouse, also agree to be bound by the terms and conditions of this Agreement.
HOLDINGS CORPORATION. By: /s/ Xxxxxxx Xxxxxxx -------------------------------------- Name: Title: 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 The Non-Management Investors (as such term is defined in the Warrantholders' Agreement without giving effect to this Amendment) hereby consent to all of the amendments and modifications to the Warrantholders' Agreement described in this Amendment.
HOLDINGS CORPORATION. The Shareholders’ and Warrantholders’ Agreement (the “Agreement”) of U.S.I. Holdings Corporation (the “Company”) shall be amended by:
HOLDINGS CORPORATION. Mizel will continue to hold this non-officer position at least until December 31, 2002, and thereafter until either party determines to terminate such designation. Holdings and Mizel shall not be unreasonable in any such decision to terminate the designation. Mizel shall provide project or other consulting services to Holdings as reasonably requested by Holdings' CEO and specifically agreed to by Mizel; provided, however, that Mizel may, in his sole and absolute discretion, decline to perform consulting services requested by Holdings. All project or other consulting services are limited to those expressly authorized and directed by Holdings CEO in writing.
HOLDINGS CORPORATION. By /s/ Illegible --------------------------------------- Name: Illegible Title: Treasurer CREDIT LYONNAIS CAYMAN ISLAND BRANCH By /s/ Xxxxxxx Xxxxxx --------------------------------------- Name: W. Xxxxxxx Xxxxxx Title: Authorized Signature JPMORGAN CHASE BANK By /s/ Xxxxxxxxx X. Xxxxxxx --------------------------------------- Name: Xxxxxxxxx X. Xxxxxxx Title: Managing Director FIRSTAR BANK, N.A By --------------------------------------- Name: Title: LASALLE BANK NATIONAL ASSOCIATION By --------------------------------------- Name: Title: PILGRIM PRIME RATE TRUST By: Pilgrim Investments, Inc. as its investment manager By --------------------------------------- Name: Title: PILGRIM AMERICA HIGH INCOME INVESTMENTS, LTD. By: Pilgrim Investments, Inc. as its investment manager By --------------------------------------- Name: Title: SCHEDULE I ---------- USI Holdings
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
