Fourth Amendment to Credit Agreement among U.S.I. Holdings Corporation, Lenders, Credit Lyonnais Cayman Island Branch, and The Chase Manhattan Bank

Summary

This amendment updates the terms of a credit agreement originally signed in 1999 between U.S.I. Holdings Corporation, several lenders, Credit Lyonnais Cayman Island Branch (as Administrative Agent), and The Chase Manhattan Bank (as Syndication Agent). The amendment revises certain financial ratios, loan amounts, and revenue thresholds required under the agreement. It confirms that all other terms remain unchanged and becomes effective once signed by the required parties. The agreement is governed by New York law.

EX-10.5 50 dex105.txt FOURTH AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.5 FOURTH AMENDMENT TO CREDIT AGREEMENT ------------------------------------ FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June 29, 2001, 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 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. W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower, the Lenders, the Administrative Agent and the Syndication Agent are parties to a Credit Agreement, dated as of September 17, 1999 (as amended, modified or supplemented to the date hereof, the "Credit Agreement"); WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as herein provided; and WHEREAS, the Lenders have agreed to the amendments to the Credit Agreement as herein provided, subject to the terms and conditions set forth herein; NOW, THEREFORE, the parties hereto agree as follows: 1. Section 7.1 of the Credit Agreement is hereby amended by: (i) deleting the table appearing in subsection (a) in its entirety and inserting in lieu thereof the following new table: Date Ratio - ---- ----- March 31, 2000 4.85 June 30, 2000 4.75 September 30, 2000 4.50 December 31, 2000 4.25 March 31, 2001 3.75 June 30, 2001 4.00 September 30, 2001 4.00 Decmber 31, 2001 3.50 March 31, 2002 3.25 June 30, 2002 and the last day of each fiscal quarter thereafter 3.25 (ii) deleting the table appearing in subsection (d) in its entirety and inserting in lieu thereof the following new table: Fiscal Quarter Amount - -------------- ------ March 31, 2000 $190,000,000 June 30, 2000 $190,000,000 September 30, 2000 $190,000,000 December 31, 2000 $190,000,000 March 31, 2001 $185,000,000 June 30, 2001 $175,000,000 September 30, 2001 $170,000,000 December 31, 2001 $180,000,000 March 31, 2002 $225,000,000 June 30, 2002 $225,000,000 September 30, 2002 $225,000,000 December 31, 2002 $225,000,000 March 31, 2003 $250,000,000 June 30, 2003 $250,000,000 September 30, 2003 $250,000,000 December 31, 2003 $250,000,000 March 31, 2004 $250,000,000 June 30, 2004 $250,000,000 September 30, 2004 $250,000,000 (iii) deleting the phrase "3.75% of the Borrower's consolidated total revenues (determined in accordance with GAAP) for its 2000 fiscal year" from subsection (e)(iii) and inserting "$16 million" in lieu thereof. 2. The Borrower hereby represents and warrants that (x) all representations and warranties contained in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the Fourth Amendment Effective Date (as defined below) after giving effect to this Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (y) there exists no Default or Event of Default on the Fourth Amendment Effective Date, after giving effect to this Amendment. 3. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any provision of the Credit Agreement or any other Loan Document except as expressly set forth herein. 4. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 2 5 THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK 6. This Amendment shall become effective as of the date hereof on the date (the "Fourth Amendment Effective Date") when each of the Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its notice office, shall have been signed by the parties thereto. 7. From and after the Fourth Amendment Effective Date, all references in the Credit Agreement and each of the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement after giving effect to this Amendment. * * * 3 IN WITNESS WHEREOF, the parties hereto have caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. U.S.I. HOLDINGS CORPORATION By /s/ Bernard H. Mizel --------------------------------- Name: Bernard H. Mizel Title: Chairman & CEO CREDIT LYONNAIS CAYMAN ISLAND BRANCH By /s/ W. Michael George --------------------------------- Name: W. Michael George Title: Authorized Signature THE CHASE MANHATTAN BANK By /s/ Elisabeth H. Schwobe --------------------------------- Name: Elisabeth H. Schwobe Title: Managing Director FIRSTAR BANK, N.A. By --------------------------------- Name: Title: LASALLE BANK NATIONAL ASSOCIATION F/K/A LASALLE NATIONAL BANK By /s/ George L. Kumis --------------------------------- Name: George L. Kumis Title: Senior Vice President PILGRIM PRIME RATE TRUST By: ING Pilgrim Investments as its investment manager By /s/ Michel Prince --------------------------------- Name: Michel Prince, CFA Title: Vice President PILGRIM AMERICA HIGH INCOME INVESTMENTS, LTD. By: ING Pilgrim Investments, Inc. as its investment manager By /s/ Michel Prince --------------------------------- Name: Michel Prince, CFA Title: Vice President