INCREMENTAL TERM LOAN COMMITMENT AGREEMENT JPMorgan Chase Bank, N.A.
Exhibit
10.3
INCREMENTAL
TERM LOAN COMMITMENT AGREEMENT
JPMorgan
Chase Bank, N.A.
USI
Holdings Corporation
000
Xxxxxxxxxxxxx Xxxx
Xxxxx
000
Xxxxx
Xxxxxxxxxx
Xxxxx, XX 00000
Re:
Incremental
Term Loan Commitments
Ladies
and
Gentlemen:
Reference
is hereby made to the Credit Agreement, dated as of March 24, 2006, among USI
Holdings Corporation (the "Borrower"),
the
lenders from time to time party thereto (the "Lenders")
and
JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative
Agent")
(as
amended, restated, modified and/or supplemented from time to time, the
"Credit
Agreement").
Unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings set forth in the Credit Agreement.
Each
Lender (each, an "Incremental
Term Loan Lender")
party
to this letter agreement (this "Agreement")
hereby
severally agrees to provide the Incremental Term Loan Commitment set forth
opposite its name on Annex
I
attached
hereto (for each such Incremental Term Loan Lender, its "Incremental
Term Loan Commitment").
Each
Incremental Term Loan Commitment provided pursuant to this Agreement shall
be
subject to all of the terms and conditions set forth in the Credit Agreement,
including, without limitation, Sections 1.01(c) and 1.14 thereof.
Each
Incremental Term Loan Lender, the Borrower and the Administrative Agent
acknowledge and agree that the Incremental Term Loan Commitments provided
pursuant to this Agreement shall constitute Incremental Term Loan Commitments
of
the respective Tranche specified in Annex
I
attached
hereto and, upon the incurrence of Incremental Term Loans pursuant to such
Incremental Term Loan Commitments, shall constitute Incremental Term Loans
under
such specified Tranche for all purposes of the Credit Agreement and the other
applicable Credit Documents. Each Incremental Term Loan Lender, the Borrower
and
the Administrative Agent further agree that, with respect to the Incremental
Term Loan Commitment provided by each Incremental Term Loan Lender pursuant
to
this Agreement, such Incremental Term Loan Lender shall receive from the
Borrower such upfront fees, unutilized commitment fees and/or other fees, if
any, as may be separately agreed to in writing by the Borrower and
such
Incremental Term Loan Lender, all of which fees shall be due and payable to
such
Incremental Term Loan Lender on the terms and conditions set forth in each
such
separate agreement.
Furthermore,
each of the parties to this Agreement hereby agree to the terms and conditions
set forth on Annex
I
hereto in
respect of each Incremental Term Loan Commitment provided pursuant to this
Agreement.
Each
Incremental Term Loan Lender party to this Agreement, to the extent not already
a party to the Credit Agreement as a Lender thereunder, (i) confirms that it
is
an Eligible Transferee, (ii) confirms that it has received a copy of the Credit
Agreement and the other Credit Documents, together with copies of the financial
statements referred to therein and such other documents and information as
it
has deemed appropriate to make its own credit analysis and decision to enter
into this Agreement and to become a Lender under the Credit Agreement, (iii)
agrees that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in
taking or not taking action under the Credit Agreement and the other Credit
Documents, (iv) appoints and authorizes the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise
such
powers under the Credit Agreement and the other Credit Documents as are
delegated to the Administrative Agent and the Collateral Agent, as the case
may
be, by the terms thereof, together with such powers as are reasonably incidental
thereto, (iv) agrees that it will perform in accordance with their terms all
of
the obligations which by the terms of the Credit Agreement and the other Credit
Documents are required to be performed by it as a Lender, and (v) in the case
of
each Incremental Term Loan Lender organized under the laws of a jurisdiction
outside the United States, attaches the forms and/or Section 4.04(b)(ii)
Certificate referred to in Section 4.04(b) of the Credit Agreement, certifying
as to its entitlement as of the date hereof to a complete exemption from United
States withholding taxes with respect to all payments to be made to it by the
Borrower under the Credit Agreement and the other Credit Documents.
Upon
the
date of (i) the execution of a counterpart of this Agreement by each Incremental
Term Loan Lender, the Administrative Agent, the Borrower and
each
Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully
executed counterpart (including by way of facsimile or other electronic
transmission) hereof, (iii) the payment of any fees then due and payable in
connection herewith and (iv) the satisfaction of any other conditions precedent
set forth in Section 9 of Annex
I
hereto,
each Incremental Term Loan Lender party hereto (i) shall be obligated to make
the Incremental Term Loans provided to be made by it as provided in this
Agreement on the terms, and subject to the conditions, set forth in the Credit
Agreement and in this Agreement and (ii) to the extent provided in this
Agreement, shall have the rights and obligations of a Lender thereunder and
under the other applicable Credit Documents.
The
Borrower acknowledges and agrees that (i) it shall be liable for all Obligations
with respect to the Incremental Term Loan Commitments provided hereby including,
without limita-tion, all Incremental Term Loans made pursuant thereto, and
(ii)
all such Obligations (including all such Incremental Term Loans) shall be
entitled to the benefits of the Pledge Agreement and the Subsidiaries
Guaranty.
Each
Subsidiary Guarantor acknowledges and agrees that all Obligations with respect
to the Incremental Term Loan Commitments provided hereby and all Incremental
Term Loans made pursu-ant thereto shall (i) be fully guaranteed pursuant to
the
Subsidiaries Guaranty as, and to the extent, provided therein and in the Credit
Agreement (and shall constitute (and be included in the definition of)
"Guaranteed Obligations" under the Subsidiaries Guaranty) and (ii) be entitled
to the benefits of the Credit Documents as, and to the extent, provided therein
and in the Credit Agreement.
-2-
Attached
hereto as Annex
II
is the
officers' certificate required to be delivered pursuant to clause (v) of the
definition of "Incremental Commitment Requirements" appearing in Section 10
of
the Credit Agreement certifying that the conditions set forth in clauses (t)
and
(u) of the definition of "Incremental Commitment Requirements" appearing in
Section 10 of the Credit Agreement have been satisfied (together with
calculations demonstrating same (where applicable) in reasonable
detail).
Attached
hereto as Annex
III
is an
opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP,
counsel
to the respective Credit Parties, delivered as required pursuant to clause
(x)
of the definition of "Incremental Commitment Requirements" appearing in Section
10 of the Credit Agreement.
Attached
hereto as Annex
IV
are true
and correct copies of officers' certificates, board of director resolutions
and
good standing certificates of the Credit Parties required to be delivered
pursuant to clause (y) of the definition of "Incremental Commitment
Requirements" appearing in Section 10 of the Credit Agreement.
You
may
accept this Agreement by signing the enclosed copies in the space provided
below, and returning one copy of same to us before the close of business on
October 16, 2006. If you do not so accept this Agreement by such time, our
Incremental Term Commitments set forth in this Agreement shall be deemed
canceled.
After
the
execution and delivery to the Administrative Agent of a fully executed copy
of
this Agreement (including by way of counterparts and by facsimile or other
electronic transmission) by the parties hereto, this Agreement may only be
changed, modified or varied by written instrument in accordance with the
requirements for the modification of Credit Documents pursuant to Section 12.11
of the Credit Agreement.
In
the
event of any conflict between the terms of this Agreement and those of the
Credit Agreement, the terms of the Credit Agreement shall control.
*****
-3-
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
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Very
truly yours,
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JPMORGAN
CHASE BANK, N.A.,
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By:
/s/
Xxxx X'Xxxxxx
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Name:
Xxxx X'Xxxxxx
|
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Title:
Vice President
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Agreed
and Accepted
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this
16th
day
of October, 2006:
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USI
HOLDINGS CORPORATION
By:
/s/
Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President & CFO,
Treasurer
|
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent
By:
/s/
Xxxx X'Xxxxxx
Name:
Xxxx
X'Xxxxxx
Title:
Vice President
Each
Subsidiary Guarantor acknowledges and agrees to each of the foregoing provisions
of this Incremental Loan Commitment Agreement and to the incurrence of the
Incremental Term Loans to be made pursuant thereto.
USI
SERVICES CORPORATION,
ASSOCIATION
GROWTH ENTERPRISES, INCORPORATED,
XXXXXXXXX-XXXXXXX,
INC., New Jersey Corporation,
SIGNATURE
PREMIUM FINANCE, INC.,
DEXTER-BERTHOLON-ROLAND,
INC.,
XXXXXXXXX-XXXXXXX
INC., a Pennsylvania Corporation,
PROGRESSIVE
PLAN ADMINISTRATORS, INC.,
USI
RETIREMENT SERVICES, INC.,
XXXXXXX,
XXXX & COMPANY, INC.,
RIVERSIDE
INSURANCE ASSOCIATES, INC.,
USI
INSURANCE SERVICES OF RHODE ISLAND, INC.,
USI
MIDATLANTIC, INC.,
USI
NORTHEAST, INC.,
XXXXXXXXX
& XXXXXXXX, INCORPORATED,
USI
OF
GEORGIA, INC.,
COLONIAL
PREMIUM FINANCE COMPANY,
USI
GULF
COAST, INC.,
USI
INSURANCE SERVICES OF FLORIDA, INC.,
CICORP
-
USI, INC.,
COMMERCIAL
BROKER SERVICES, INC.,
USI
MIDWEST, INC.,
USI
INSURANCE SERVICES CORP. OF ILLINOIS, INC.,
USI
OF
ILLINOIS, INC.,
WRIMS,
CORP.,
INSURANCE
RISK MANAGERS, INC.,
ANCO
CORPORATION,
MD
PREMIUM
FINANCE CORPORATION,
WESTERN
CLAIM SERVICES, INC.,
ANCO
LIFE
& BENEFITS SERVICES, INC.,
STRATEGIC
BENEFIT PLANNING CORPORATION,
as
Guarantors
By:
/s/
Xxxxxx X. Xxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxx
Title:
Treasurer
ANCO
INSURANCE SERVICES OF HOUSTON, INC.,
COMMERCIAL
INSURANCE CONCEPTS, INC.,
INTER/NATIONAL
RENTAL INSURANCE SERVICES, INC.,
XXXXXXXX,
GALT & NEWLANDS, INC.,
EL
CAMINO
INSURANCE AGENCY,
XXXXXX,
XXXXXX & XXXXXXX, INC.,
USI
INSURANCE SERVICES OF NORTHERN CALIFORNIA, INC.,
USI
OF
SOUTHERN CALIFORNIA INSURANCE SERVICES, INC.,
CUSTOM
BENEFIT PROGRAMS, INC.,
USI
CONSULTING GROUP, INC.,
USI
ADVISORS, INC.,
USI
CONSULTING GROUP OF NEW YORK, INC.,
BENEFIT
STRATEGIES OF MAINE, INC.,
BMI
INSURANCE SERVICES, INC.,
U.S.I.
INSURANCE SERVICES OF MASSACHUSETTS, INC.,
NETCARE
SERVICES, INC.,
PHOENIX
INSURANCE AGENCY, INC.,
HUMANEX,
INC. - INSURANCE SERVICES,
USI
INSURANCE SERVICES OF NEW ENGLAND, INC.,
EAGLE
BENEFIT SERVICES LLC,
XXXXXX
X.
XXXXXXXX & ASSOCIATES, LLC,
FUTURE
PLANNING ASSOCIATES, INC.,
XXXXXXXXX-XXXXXXX
CORP.,
AMERICAN
INSURANCE ADMINISTRATORS, INC., an Ohio corporation
AMERICAN
INSURANCE ADMINISTRATORS, INC., a Colorado corporation
B-R
INSURANCE BROKERS, INC.,
DWP/USI
OF
SOUTHERN CALIFORNIA INSURANCE AGENCY, INC.,
SUMMIT
GLOBAL PARTNERS, INC.
SUMMIT
GLOBAL PARTNERS (TEXAS) HOLDINGS, INC.,
as
Guarantors
By:
/s/
Xxxxxx X. Xxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxx
Title:
Treasurer
SUMMIT
GLOBAL PARTNERS HOLDINGS, INC.,
SUMMIT
GLOBAL PARTNERS INSURANCE SERVICES, INC.,
SUMMIT
GLOBAL PARTNERS OF ILLINOIS, INC.,
SUMMIT
GLOBAL PARTNERS OF MEMPHIS, INC.,
SUMMIT
GLOBAL PARTNERS OF MICHIGAN, INC.,
USI
SOUTHWEST, INC.,
SUMMIT
GLOBAL PARTNERS OF TEXAS, INC.,
VISTA
INSURANCE PARTNERS OF ILLINOIS, INC.,
VISTA
INSURANCE PARTNERS, INC.,
as
Guarantors
By:
/s/
Xxxxxx X. Xxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxx
Title:
Treasurer
ANNEX
I
TERMS
AND CONDITIONS FOR
INCREMENTAL
TERM LOAN COMMITMENT AGREEMENT
Dated
as
of October 16, 2006
1.
Name
of
Borrower: USI
Holdings Corporation
2.
Incremental
Term Loan Commitment Amounts:
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Names
of Incremental Term Loan Lenders
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Amount
of Incremental Term Loan Commitment
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JPMorgan
Chase Bank, N.A.
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$50,000,000.00
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3.
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Designation
of Tranche of Incremental Term Loan Commitments (and Incremental
Term
Loans to be funded thereunder): To be added to the existing Tranche
of
Term Loans.
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4.
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Indicate
the Incremental Term Loan Borrowing Date: The Business Day occurring
on or
before November 15, 2006 (if any) on which the conditions precedent
to the
Borrowing of Incremental Term Loans pursuant to the Incremental Term
Loan
Commitments provided pursuant to this Agreement are satisfied and
such
Borrowing of Incremental Term Loans
occurs.
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5.
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Incremental
Term Loan Maturity Date: The Term Loan Maturity
Date.
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7.
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Dates
for, and amounts of, Incremental Term Loan Scheduled Repayments:
The Term
Loan Scheduled Repayments, as adjusted pursuant to Section 1.14(c)(ii)
of
the Credit Agreement.
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8.
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Applicable
Margins: The Applicable Margins for Term Loans, as set forth in the
Credit
Agreement.
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9.
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Other
Conditions Precedent:
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A.
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The
First Amendment Effective Date (as defined in the First Amendment
to the
Credit Agreement, dated as of October 10, 2006) shall have
occurred.
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B.
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The
Borrower shall have provided at least 3 Business Days' prior written
notice to the Administrative Agent and each Incremental Term Loan
Lender
requesting an effective date for the Incremental Term Loan Commitments;
provided
that if the
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Annex
I
Page 2
Page 2
Borrower
has not provided such written notice on or prior to November 15, 2006, then
the
Incremental Term Loan Commitments set forth in the Incremental Term Loan
Commitment Agreement shall be automatically cancelled on such date.
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C.
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The
Borrower shall have paid to each Incremental Term Loan Lender a commitment
fee equal to 1.125% per annum of the Incremental Term Loan Commitment
of
such Incremental Term Loan Lender (as set forth in the Incremental
Term
Loan Commitment Agreement) commencing on October 16, 2006 to and
including
the earlier to occur of November 15, 2006 and the Incremental
Term Loan Borrowing Date,
which fee shall be due and payable on the earlier of such dates,
it being
understood and agreed that the Borrower shall be obligated to pay
such fee
regardless of whether the Incremental Term Loan Borrowing Date ever
occurs.
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ANNEX
II
[Officers'
certificate required to be delivered pursuant to clause (v) of the definition
of
"Incremental Commitment Requirements" appearing in Section 10 of the Credit
Agreement certifying that the conditions set forth in clauses (t) and (u) of
the
definition of "Incremental Commitment Requirements" appearing in Section 10
of
the Credit Agreement have been satisfied]
ANNEX
III
[Opinion
of Xxxxxx Xxxxxx & Reindell LLP,
delivered as required pursuant to clause (x) of the definition of "Incremental
Commitment Requirements" appearing in Section 10 of the Credit
Agreement]
ANNEX
IV
[True
and
correct copies of officers' certificates, board of director resolutions and
good
standing certificates of the Credit Parties required to be delivered pursuant
to
clause (y) of the definition of "Incremental Commitment Requirements" appearing
in Section 10 of the Credit Agreement]
