Fee Letter



 
EXHIBIT 10.2

 
JPMORGAN CHASE BANK 
270 PARK AVENUE 
NEW YORK, NEW YORK 10017 
 
January 31, 2003 
 
U.S.I. Holdings Corporation

50 California Street 
24th Floor 
San Francisco, CA 94111 
 
Attention: Mr. David L. Eslick 
Chairman and Chief Executive Officer 
 
FEE LETTER 
 
Re:    Eighth Amendment to Credit Agreement 
 
Ladies and Gentlemen: 
 
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. 
 
By your signature below, you agree to pay the following
non-refundable fees: 
 

	  Amendment Fee: 
	  An amendment fee, to be earned by and payable to each Lender which approves the Eighth Amendment, equal to 0.50% of the sum of
the total outstanding Term Loans and the Revolving Credit Commitment of each such Lender, in each case, as of the effective date of the Eighth 


 
 










	  	  Amendment (the “Eighth Amendment Effective Date”), which amendment fee shall due and payable on the Eighth Amendment
Effective Date. 


 

	  Structuring Fee: 
	  A structuring fee in an amount equal to 0.50% of the sum of the total outstanding Term Loans and the Revolving Credit Commitment,
in each case, as of Eighth Amendment Effective Date, which structuring fee shall be earned by and due and payable to JPMorgan on the Eighth Amendment Effective Date. 


 

	  Refinancing Fee: 
	  A refinancing fee in an amount equal to 0.50% of the sum of the total outstanding Term Loans and the Revolving Credit Commitment,
in each case, as of October 1, 2003, which refinancing fee shall be earned by and due and payable to JPMorgan on October 1, 2003 if all of the Loans under the Credit Agreement have not been repaid and all of the Commitments thereunder terminated as
of such date. 


 
Furthermore, it
is hereby agreed that if by July 31, 2003, the Borrower retains in writing JPMorgan (or its affiliates), alone or with others, to structure and arrange a new senior credit facility (the “2003 Senior Credit Facility”), then the amount of
any refinancing fee that is subsequently paid to JPMorgan pursuant to the caption “Refinancing Fee” in this letter shall be credited towards any fees otherwise receivable by JPMorgan (or any of its affiliates) in connection with the 2003
Senior Credit Facility. It is understood and agreed that this letter shall not constitute or give rise to any obligation on the part of JPMorgan to participate in the arrangement of, or provide or commit to provide any financing under, the 2003
Senior Credit Facility. 
 
Reference is made to the
Fee Letter, dated as of March 29, 2002, among the Borrower, Credit Lyonnais and JPMorgan (the “March 2002 Fee Letter”). JPMorgan hereby waives any right to receive the advisory fee required to be paid pursuant to the caption “Advisory
Fee” in the March 2002 Fee Letter. 
 
This Fee
Letter may not be amended or waived except by an instrument in writing signed by JPMorgan and you. This Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York. This Fee Letter may be executed in any
number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Fee Letter by facsimile transmission shall be effective as delivery of
a manually executed counterpart hereof. 
 
This Fee
Letter is delivered to you on the understanding that neither this Fee Letter nor any of its terms or substance shall be disclosed, directly or indirectly, to any other person except (a) to your officers, agents and advisors who are directly involved
in the consideration of this matter or (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform us promptly thereof). 
 
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If you are in
agreement with the foregoing, please sign and return the enclosed counterpart of this letter. 
 

	  Very truly yours,
 
 

	  JPMORGAN CHASE BANK

	
	  By:
	  	  /s/    MARYBETH MULLEN        


	  	  	  Name:  Marybeth Mullen
  Title:    Vice President JPMORGAN
            CHASE BANK



 
AGREED AND
ACCEPTED: 
 
 

	  U.S.I. HOLDINGS CORPORATION

	
	  By:
	  	  /s/    ROBERT SCHNEIDER


	  	  	  Name:  Robert S. Schneider
  Title:    Executive Vice President of
            Finance and Administration