Investments and Loans
58 8.10
Transactions with Affiliates
60 8.11
Limitation on Payments and Modifications of Certain Indebtedness and other
Obligations; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; etc.
60 8.12
Limitation on Certain Restrictions on Subsidiaries
61 8.13
Limitation on Issuance of Capital Stock
61 8.14
Limitation on Creation of Subsidiaries
61 8.15
Limitation on Changes in Fiscal Year
62 SECTION 9.
Events of Default
62
(ii)
Table of Contents
(continued)
Page 9.01
Payments
62 9.02
Representations; etc.
62 9.03
Covenants
62 9.04
Default Under Other Agreements
62 9.05
Bankruptcy; etc.
63 9.06
ERISA
63 9.07
Subsidiaries Guaranty
64 9.08
Security Document
64 9.09
Judgments
64 9.10
Ownership
64 SECTION 10.
Definitions
65 SECTION 11.
The Administrative Agent
95 11.01
Appointment
95 11.02
The Administrative Agent in its Individual Capacity
96 11.03
Exculpatory Provisions
96 11.04
Reliance by the Administrative Agent
96 11.05
Delegation of Duties
97 11.06
Resignation
97 11.07
Non-Reliance
97 SECTION 12.
Miscellaneous
97 12.01
Expenses; Indemnity; Damage Waiver
97 12.02
Right of Setoff
99 12.03
Notices
99 12.04
Benefit of Agreement
99 12.05
Register
101 12.06
Payments Pro Rata
102 12.07
Calculations; Computations
102 12.08
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE
103 12.09
Counterparts
104 12.10
Headings Descriptive
104 12.11
Waivers; Amendments
104 12.12
Survival
105 12.13
Domicile of Loans
105 12.14
Confidentiality
106 12.15
WAIVER OF JURY TRIAL
107 12.16
ACKNOWLEDGMENT
107 12.17
The Patriot Act
107
(iii)
Table of Contents
(continued)
SCHEDULE I
List of Lenders and Commitments SCHEDULE II
Lender Addresses
SCHEDULE 2.01(c)
Existing Letters of Credit SCHEDULE 5.01(e)
Existing
Investigations SCHEDULE 6.01(b)
Liabilities SCHEDULE 6.01(c)
Transfers
SCHEDULE 6.02
Material Changes SCHEDULE 6.09
Intellectual Property
SCHEDULE 6.13
ERISA Plans SCHEDULE 6.15
Subsidiaries SCHEDULE 6.19
Property Insurance SCHEDULE 6.22
Existing Lines of Credit SCHEDULE 6.23
Real Property SCHEDULE 7.11(a)
Non-Wholly Owned Subsidiaries SCHEDULE 7.11(b)
Subsidiaries Not Owned Through USIS SCHEDULE 8.04
Excluded Subsidiaries
SCHEDULE 8.05
Indebtedness SCHEDULE 8.06
Liens SCHEDULE 8.09
Existing
Investments SCHEDULE 10(a)
Existing Stock Redemption Obligations EXHIBIT A
Form of Notice of Borrowing EXHIBIT B-1
Form of Term Note EXHIBIT B-2
Form
of Revolving Note EXHIBIT B-3
Form of Incremental Term Note EXHIBIT C
Form
of Letter of Credit Request EXHIBIT D
Form of Section 4.04(b)(ii) Certificate
EXHIBIT E-1
Form of Opinion of Cahill Gordon & Reindel llp EXHIBIT E-2
Form of Opinion of Ernest Newborn EXHIBIT F
Form of Officers' Certificate
EXHIBIT G
Form of Pledge Agreement EXHIBIT H
Form of Subsidiaries Guaranty
EXHIBIT I
Form of Solvency Certificate EXHIBIT J
Form of Compliance
Certificate EXHIBIT K
Form of Assignment Agreement EXHIBIT L
Form of
Intercompany Note EXHIBIT M
Form of Incremental Term Loan Commitment
Agreement EXHIBIT N
Form of Incremental RL Commitment Agreement
(iv)
CREDIT AGREEMENT, dated as of March 24, 2006, among USI HOLDINGS CORPORATION, a
Delaware corporation (the "Borrower"), the lenders from time to time party
hereto (each a "Lender" and, collectively, the "Lenders") and JPMORGAN CHASE
BANK, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent"). Unless otherwise