0001021408-03-001978 Sample Contracts

CREDIT LYONNAIS CAYMAN ISLAND BRANCH
Usi Holdings Corp • February 6th, 2003 • Insurance agents, brokers & service

Reference is made to (i) the Credit Agreement, dated as of September 17, 1999, among U.S.I. Holdings Corporation, a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Credit Lyonnais Cayman Island Branch (“Credit Lyonnais”), as Administrative Agent and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank (“JPMorgan”), as Syndication Agent (as amended, modified or supplemented through the date hereof, the “Credit Agreement”) and (ii) the Eighth Amendment to the Credit Agreement, dated as of January 31, 2003, among the Borrower, the Lenders, the Administrative Agent and the Syndication Agent (the “Eighth Amendment”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.

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JPMORGAN CHASE BANK
Usi Holdings Corp • February 6th, 2003 • Insurance agents, brokers & service

Reference is made to (i) the Credit Agreement, dated as of September 17, 1999, among U.S.I. Holdings Corporation, a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Credit Lyonnais Cayman Island Branch (“Credit Lyonnais”), as Administrative Agent and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank (“JPMorgan”), as Syndication Agent (as amended, modified or supplemented through the date hereof, the “Credit Agreement”) and (ii) the Eighth Amendment to the Credit Agreement, dated as of January 31, 2003, among the Borrower, the Lenders, the Administrative Agent and the Syndication Agent (the “Eighth Amendment”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.

EIGHTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • February 6th, 2003 • Usi Holdings Corp • Insurance agents, brokers & service • New York

EIGHTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 31, 2003, among U.S.I. HOLDINGS CORPORATION, a Delaware corporation (the “Borrower”), the various lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as Administrative Agent (the “Administrative Agent”) and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as Syndication Agent (the “Syndication Agent”). All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement.

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