RHODE
ISLAND, INC.,
USI MIDATLANTIC, INC.,
USI NORTHEAST, INC.,
HENDERSON & PHILLIPS, INCORPORATED,
USI OF GEORGIA, INC.,
COLONIAL PREMIUM FINANCE COMPANY,
USI GULF COAST, INC.,
USI INSURANCE SERVICES OF FLORIDA,
INC.,
CICORP - USI, INC.,
COMMERCIAL BROKER SERVICES, INC.,
USI MIDWEST, INC.,
USI INSURANCE SERVICES CORP. OF
ILLINOIS, INC.,
USI OF ILLINOIS, INC.,
WRIMS, CORP.,
INSURANCE RISK MANAGERS, INC.,
ANCO CORPORATION,
MD PREMIUM FINANCE CORPORATION,
WESTERN CLAIM SERVICES, INC.,
ANCO LIFE & BENEFITS SERVICES, INC.,
STRATEGIC BENEFIT PLANNING
CORPORATION,
as Guarantors
By: /s/ Robert S. Schneider
Name:
Robert S. Schneider
Title:
Treasurer
ANCO INSURANCE SERVICES OF HOUSTON,
INC.,
COMMERCIAL INSURANCE CONCEPTS, INC.,
INTER/NATIONAL RENTAL INSURANCE
SERVICES, INC.,
CAMPBELL, GALT & NEWLANDS, INC.,
EL CAMINO INSURANCE AGENCY,
HURLEY, ATKINS & STEWART, INC.,
USI INSURANCE SERVICES OF NORTHERN
CALIFORNIA, INC.,
USI OF SOUTHERN CALIFORNIA
INSURANCE SERVICES, INC.,
CUSTOM BENEFIT PROGRAMS, INC.,
USI CONSULTING GROUP, INC.,
USI ADVISORS, INC.,
USI CONSULTING GROUP OF NEW YORK,
INC.,
BENEFIT STRATEGIES OF MAINE, INC.,
BMI INSURANCE SERVICES, INC.,
U.S.I. INSURANCE SERVICES OF
MASSACHUSETTS, INC.,
NETCARE SERVICES, INC.,
PHOENIX INSURANCE AGENCY, INC.,
HUMANEX, INC. - INSURANCE SERVICES,
USI INSURANCE SERVICES OF NEW
ENGLAND, INC.,
EAGLE BENEFIT SERVICES LLC,
TURNER P. WILLIAMS & ASSOCIATES, LLC,
FUTURE PLANNING ASSOCIATES, INC.,
BERTHOLON-ROWLAND CORP.,
AMERICAN INSURANCE ADMINISTRATORS,
INC., an Ohio corporation
AMERICAN INSURANCE ADMINISTRATORS,
INC., a Colorado corporation
B-R INSURANCE BROKERS, INC.,
DWP/USI OF SOUTHERN CALIFORNIA
INSURANCE AGENCY, INC.,
SUMMIT GLOBAL PARTNERS, INC.
SUMMIT GLOBAL PARTNERS (TEXAS)
HOLDINGS, INC.,
as Guarantors
By: /s/ Robert S. Schneider
Name: Robert S. Schneider
Title:
Treasurer
SUMMIT GLOBAL PARTNERS HOLDINGS,
INC.,
SUMMIT GLOBAL PARTNERS INSURANCE
SERVICES, INC.,
SUMMIT GLOBAL PARTNERS OF ILLINOIS,
INC.,
SUMMIT GLOBAL PARTNERS OF MEMPHIS,
INC.,
SUMMIT GLOBAL PARTNERS OF MICHIGAN,
INC.,
USI SOUTHWEST, INC.,
SUMMIT GLOBAL PARTNERS OF TEXAS,
INC.,
VISTA INSURANCE PARTNERS OF ILLINOIS,
INC.,
VISTA INSURANCE PARTNERS, INC.,
as Guarantors
By:
/s/ Robert S. Schneider
Name: Robert S. Schneider
Title:
Treasurer
ANNEX I
TERMS AND CONDITIONS FOR
INCREMENTAL TERM LOAN COMMITMENT AGREEMENT
Dated as of October 16, 2006
1.
Name of Borrower: USI Holdings Corporation
2.
Incremental Term Loan Commitment Amounts:
Names of Incremental Term Loan Lenders
Amount of Incremental Term Loan Commitment
JPMorgan Chase Bank, N.A.
$50,000,000.00
3.
Designation of Tranche of Incremental Term Loan Commitments (and Incremental
Term Loans to be funded thereunder): To be added to the existing Tranche of Term
Loans.
4.
Indicate the Incremental Term Loan Borrowing Date: October 16, 2006.
5.
Incremental Term Loan Maturity Date: The Term Loan Maturity Date.
7.
Dates for, and amounts of, Incremental Term Loan Scheduled Repayments: The Term
Loan Scheduled Repayments, as adjusted pursuant to Section 1.14(c)(ii) of the
Credit Agreement.
8.
Applicable Margins: The Applicable Margins for Term Loans, as set forth in the
Credit Agreement.
9.
Other Conditions Precedent:
A.
The First Amendment Effective Date (as defined in the First Amendment to the
Credit Agreement, dated as of October 10, 2006) shall have occurred.
ANNEX II
[Officers' certificate required to be delivered pursuant to clause (v) of the
definition of "Incremental