extent then due.
6.
From and after the First Amendment Effective Date all references in the
Credit Agreement and each of the other Credit Documents to the Credit Agreement
shall be deemed to be a reference to the Credit Agreement as modified hereby on
the First Amendment Effective Date, pursuant to the terms of this Amendment.
*
*
*
-3-
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
USI HOLDINGS CORPORATION
By:
/s/ Robert S. Schneider
Name:
Robert S. Schneider
Title:
E.V.P. & Chief Financial Officer
JPMORGAN CHASE BANK, N.A., individually and
as Administrative Agent
By:
/s/ Erin O'Rourke
Name:
Erin O'Rourke
Title:
Vice President
SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF OCTOBER
10, 2006 AMONG USI HOLDINGS CORPORATION, THE LENDERS FROM TIME TO TIME PARTY TO
THE CREDIT AGREEMENT, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
_________________________
By:_______________________________
Name:
Title: