Exhibit 10.7 SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT ----------------------------------------------- SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Sixth Amendment"), dated as of April 16, 2002, among U.S.I. HOLDINGS CORPORATION, a...Credit Agreement • April 30th, 2002 • Usi Holdings Corp • New York
Exhibit 10.23 AMENDMENT NUMBER ONE TO SERVICES AGREEMENT ------------------------------------------ This Amendment ("Amendment") is entered into as of March 21, 2002, and amends the Services Agreement made as of December 21, 2001 (the "Effective...Services Agreement • April 30th, 2002 • Usi Holdings Corp
Exhibit 10.30 TERMINATION AGREEMENT --------------------- THIS AGREEMENT, dated as of February 1, 2002, between USI Insurance Services Corp., a Delaware corporation (the "Company") and wholly owned subsidiary of U.S.I. Holdings Corporation, a Delaware...Termination Agreement • April 30th, 2002 • Usi Holdings Corp • Illinois
Exhibit 10.29 SEPARATION AGREEMENT -------------------- AGREEMENT, dated as of January 23, 2002, between USI Insurance Services Corp., a Delaware corporation (the "Company") and wholly owned subsidiary of U.S.I. Holdings Corporation, a Delaware...Separation Agreement • April 30th, 2002 • Usi Holdings Corp • California
BY AND AMONG CBCA INC.,Stock Purchase Agreement • April 30th, 2002 • Usi Holdings Corp • Delaware
Exhibit 10.13 JOINT VENTURE AGREEMENT Dated April 16, 1998Joint Venture Agreement • April 30th, 2002 • Usi Holdings Corp • New York
Exhibit 10.27 RESTATED AND AMENDED -------------------- EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT, originally effective as of September 29, 1997, as amended February 1, 2000, as further amended February 1, 2001, and restated in...Employment Agreement • April 30th, 2002 • Usi Holdings Corp • California
FORSubscription Agreement • April 30th, 2002 • Usi Holdings Corp
AMENDMENT ---------Warrant Agreement • April 30th, 2002 • Usi Holdings Corp • New York
Page ---- SECTION I DEFINITIONS ............................................................................1 1.1 Defined Terms................................................................1 1.2 Other Definitional...Credit Agreement • April 30th, 2002 • Usi Holdings Corp • New York
W I T N E S S E T H: - - - - - - - - - -Credit Agreement • April 30th, 2002 • Usi Holdings Corp • New York
FORSubscription Agreement • April 30th, 2002 • Usi Holdings Corp
RECITALS:Warrant Agreement • April 30th, 2002 • Usi Holdings Corp • New York
EXHIBIT 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT ----------------------------------- FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of March 27, 2000, among U.S.I. HOLDINGS CORPORATION, a Delaware corporation (the "Borrower"), the...Credit Agreement • April 30th, 2002 • Usi Holdings Corp • New York
AMENDMENT ---------Amendment • April 30th, 2002 • Usi Holdings Corp • New York
Exhibit 10.20 REFERRAL AGREEMENT ------------------ This Agreement is made as of October 24, 2001 (the "Effective Date"), between Ceridian Corporation, a Delaware Corporation, for itself and through its direct or indirect wholly owned subsidiaries...Referral Agreement • April 30th, 2002 • Usi Holdings Corp • Delaware
ARTICLE I DEFINITIONSShareholders' Agreement • April 30th, 2002 • Usi Holdings Corp • New York
EXHIBIT 10.3 SECOND AMENDMENT TO CREDIT AGREEMENT ------------------------------------ SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of December 29, 2000, among U.S.I. HOLDINGS CORPORATION, a Delaware corporation (the "Borrower"),...Credit Agreement • April 30th, 2002 • Usi Holdings Corp • New York
Exhibit 10.8 TERM LOAN AGREEMENT THIS TERM LOAN AGREEMENT (the "Loan Agreement") dated as of May 16, 2001, is made by and among USI Insurance Services Corp., a Delaware corporation with offices at 50 California Street, San Francisco, California 94111,...Term Loan Agreement • April 30th, 2002 • Usi Holdings Corp • Illinois
USI MARKETING SUPPORT AGREEMENT FOR VOLUNTARY BENEFITS ("AGREEMENT")Marketing Support Agreement • April 30th, 2002 • Usi Holdings Corp • Tennessee
BACKGROUND ----------Marketing and Servicing Agreement • April 30th, 2002 • Usi Holdings Corp • Delaware
Page ---- 1. HOLDERS' PUT RIGHTS........................................................... 1 1.1 Granting of Put; Put Option Purchase Price........................... 1 1.2 Put Notice........................................................... 2 1.3...Warrantholders' Agreement • April 30th, 2002 • Usi Holdings Corp • New York
MARKETING CONTRACT ------------------Marketing Contract • April 30th, 2002 • Usi Holdings Corp • Tennessee
Exhibit 10.35 SHARE APPRECIATION RIGHT AWARD AGREEMENT (A) Employee: ------------------ (B) Grant Date: February 1, 1998 (C) SARs: ------------------ U.S.I. Holdings Corporation (the "Company") has granted ("the "Employee") an incentive award (the...Share Appreciation Right Award Agreement • April 30th, 2002 • Usi Holdings Corp • New York
Exhibit 10.38 STOCK SUBSCRIPTION AGREEMENT ---------------------------- THIS STOCK SUBSCRIPTION AGREEMENT ("Agreement"), dated as of by and between U.S.I. HOLDINGS CORPORATION, a Delaware corporation (the "Company") and (the "Purchaser"). R E C I T A...Stock Subscription Agreement • April 30th, 2002 • Usi Holdings Corp • Delaware
AGREEMENT ---------Stock Purchase Agreement • April 30th, 2002 • Usi Holdings Corp • New York
Exhibit 10.17 ENVIRONMENTAL PLACEMENT SERVICE AGREEMENT This Agreement is entered into effective September 17, 2001 (the "Effective Date") by and between USI Insurance Services of Texas, Inc. d/b/a USI --Environmental Risk Mitigation Group. ("USI"),...Environmental Placement Service Agreement • April 30th, 2002 • Usi Holdings Corp • New York
RECITALS: --------Warrant Agreement • April 30th, 2002 • Usi Holdings Corp • New York
Exhibit 10.21 AMENDMENT NUMBER ONE TO REFERRAL AGREEMENT ------------------------------------------ This Amendment ("Amendment") is entered into as of March 21, 2002, and amends the Referral Agreement made as of October 24, 2001 (the "Effective...Referral Agreement • April 30th, 2002 • Usi Holdings Corp
USI MARKETING SUPPORT AGREEMENT FOR VOLUNTARY BENEFITS ("AGREEMENT")Marketing Support Agreement • April 30th, 2002 • Usi Holdings Corp • Tennessee
EXHIBIT 10.6 FIFTH AMENDMENT TO CREDIT AGREEMENT ----------------------------------- FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of December 31, 2001, among U.S.I. HOLDINGS CORPORATION, a Delaware corporation (the "Borrower"), the...Credit Agreement • April 30th, 2002 • Usi Holdings Corp • New York
AMENDMENT TO THEShareholders' and Warrantholders' Agreement • April 30th, 2002 • Usi Holdings Corp
Exhibit 10.14 MARKETING AND SERVICING AGREEMENT This Marketing and Servicing Agreement (the "Service Agreement") is entered into as of August 2, 1999 by and among Chase Insurance Agency, Inc., a Delaware corporation ("the Buyer"), U.S.I. Holdings...Marketing and Servicing Agreement • April 30th, 2002 • Usi Holdings Corp • New York
