USI HOLDINGS CORP
EIGHTH AMENDMENT  AND CONSENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>8
<FILENAME>dex1049.txt
<DESCRIPTION>EIGHTH AMENDMENT  AND CONSENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>


                                  EXHIBIT 10.49

                EIGHTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT

          EIGHTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of January 31, 2003, 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 JPMORGAN
CHASE BANK (f/k/a 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 and consents 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.     Notwithstanding anything to the contrary contained in Section
7.2, 7.8(e) or 7.9 of the Credit Agreement, USIS or one of its Wholly Owned
Subsidiaries may acquire a company (the "Target") previously identified to the
Administrative Agent (the "Acquisition") pursuant to a (and in accordance with
the definition of) Permitted Acquisition, provided that in connection with the
Acquisition, the Borrower and/or one of its Wholly Owned Subsidiaries shall be
permitted to assume a note owed by the Target to certain shareholders thereof
with an outstanding principal amount of approximately $3,160,000 (the
"Shareholder Note"), so long as (i) at least $1,910,000 in principal of the
Shareholder Note is repaid by the Borrower and/or one of its Wholly Owned
Subsidiaries within one week following the closing of the Acquisition (with the
amount of such repayment not to apply toward the basket contained in clause
(iv)(C) of the last paragraph of the definition of Permitted Acquisition (as in
effect after giving effect to this Amendment)) and (ii) concurrently with the
closing of the Acquisition, approximately $1,250,000 in principal of such
Shareholder Note shall be cancelled and exchanged for a USI Seller Note
complying with the terms of the Credit Agreement as amended hereby.

          2.     The definition of "Permitted Acquisition" appearing in Section
1.1 of the Credit Agreement is hereby amended by inserting the following
paragraph immediately following the end of said definition:

     "Notwithstanding the foregoing, from the period from the Eighth Amendment
     Effective Date to and including October 1, 2003 (the "Period"), the
     Borrower and

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     its Wholly Owned Subsidiaries may acquire Permitted Businesses, so long as
     (i) the revenues for all Permitted Businesses acquired during such period
     are not greater than $25,000,000 in the aggregate (calculated for each
     Permitted Business acquired, for the 12-month period most recently ended
     for such Permitted Business prior to the acquisition thereof), (ii) the
     total cash consideration (excluding any payments scheduled to be made after
     the Term Loan Maturity Date and the Revolving Credit Loan Maturity Date)
     for all such acquisitions consummated during such period is not greater
     than $16,000,000, (iii) the aggregate Acquisition Consideration for each
     such acquisition does not exceed 6.5 times the projected Consolidated
     EBITDA of the business acquired (such projections to be determined by the
     Borrower based upon reasonable assumptions and the past performance of the
     acquired business) for the twelve months following the acquisition, (iv)
     any USI Seller Notes issued in connection with any such acquisition is (A)
     Permitted Seller Debt, (B) subordinated to the obligations under the Credit
     Agreement pursuant to a subordination agreement in the form of Exhibit K
     hereto or otherwise in form and substance satisfactory to the
     Administrative Agent and (C) does not require any scheduled principal
     payments in connection therewith prior to the Term Loan Maturity Date or
     the Revolving Credit Loan Maturity Date, if such payments would cause the
     aggregate amount of principal payments in respect of USI Seller Notes
     incurred in connection with all businesses acquired during the Period and
     due prior to December 31, 2003 to exceed $1,000,000, and (v) the conditions
     set forth in clauses (x) and (y)(a) (excluding clause (a)(ii)), (c), (d),
     (e), (f) and (g) of this definition are satisfied as of the date of such
     acquisition."

          3.     Section 1.1 of the Credit Agreement is hereby further amended
by inserting the following defined terms in the appropriate alphabetical order:

          "Eighth Amendment" shall mean the Eighth Amendment and Consent to this
     Agreement, dated as of January 31, 2003.

          "Eighth Amendment Effective Date" shall have the meaning provided in
     the Eighth Amendment.

          4.     Section 7.1(a) of the Credit Agreement is hereby amended by
deleting the table appearing therein in its entirety and inserting the following
new table in lieu thereof:

                      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
                      December 31, 2001                      4.25
                      March 31, 2002                        4.375
                      June 30, 2002                         4.125
                      September 30, 2002                     3.95

                                       -2-

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                      Date                                  Ratio
                      -------------------------------       -----
                      December 31, 2002                      3.75
                      March 31, 2003                         2.50
                      June 30,  2003 and the last day
                       of each fiscal quarter
                       thereafter                            2.25

          5.     Section 7.1(c) of the Credit Agreement is hereby amended by
deleting the table appearing therein in its entirety and inserting the following
new table in lieu thereof:

                      Date                                    Ratio
                      --------------------                   -------
                      March 31, 2000                         no test
                      June 30, 2000                          no test
                      September 30, 2000                     no test
                      December 31, 2000                      no test
                      March 31, 2001                         no test
                      June 30, 2001                          no test
                      September 30, 2001                     no test
                      December 31, 2001                      no test
                      March 31, 2002                         no test
                      June 30, 2002                          no test
                      September 30, 2002                     no test
                      December 31, 2002                      no test
                      March 31, 2003                           1.00
                      June 30, 2003                            1.10
                      September 30, 2003                       1.20
                      December 31, 2003                        1.30
                      March 31, 2004                         no test
                      June 30, 2004                          no test
                      September 30, 2004                     no test

          6.     Section 7.1(d) of the Credit Agreement is hereby amended by
deleting the table appearing therein in its entirety and inserting the following
new table in lieu thereof:

                      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                  $ 124,000,000
                      March 31, 2002                     $ 107,000,000
                      June 30, 2002                      $ 101,000,000
                      September 30, 2002                 $ 101,000,000

                                       -3-

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                      Fiscal Quarter                        Amount
                      --------------------               -------------
                      December 31, 2002                  $ 101,000,000
                      March 31, 2003                     $ 180,000,000
                      June 30, 2003                      $ 185,000,000
                      September 30, 2003                 $ 185,000,000
                      December 31, 2003                  $ 190,000,000
                      March 31, 2004                     $ 250,000,000
                      June 30, 2004                      $ 250,000,000
                      September 30, 2004                 $ 250,000,000

          7.     Section 7.1 of the Credit Agreement is hereby further amended
by inserting the following new clause (f) immediately following clause (e)
thereof:

          "(f)   In determining whether the Borrower has complied with the
     financial covenants contained in Sections 7.1(a), (b), (c) and (d), any
     computation to determine compliance with such financial covenants shall
     exclude items listed as discontinued operations on a financial statement
     prepared in accordance with GAAP and delivered to the Administrative Agent
     pursuant to Section 6.1(a) or (b).

          8.     The Credit Agreement is hereby further by amended by inserting
Exhibit K attached hereto.

          9.     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 Eighth 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 Eighth
Amendment Effective Date, after giving effect to this Amendment.

          10.    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.

          11.    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.

          12.    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.

          13.    This Amendment shall become effective on the date (the "Eighth
Amendment Effective Date") when each of the Borrower and the Required Lenders
shall have

                                       -4-

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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.

          14.    From and after the Eighth 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.

                                      * * *

                                       -5-

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          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/ ROBERT SCHNEIDER
                                           -------------------------------------
                                           Name:   Robert S. Schneider
                                           Title:  Executive Vice President of
                                                   Finance and Administration


                                        CREDIT LYONNAIS CAYMAN ISLAND BRANCH


                                        By  /s/ W. MICHAEL GEORGE
                                           -------------------------------------
                                           Name:   W. Michael George
                                           Title:  Authorized Signature


                                        JPMORGAN CHASE BANK


                                        By  /s/ MARYBETH MULLEN
                                           -------------------------------------
                                           Name:   Marybeth Mullen
                                           Title:  Vice President
                                                   JP Morgan Chase Bank


                                        FIRSTAR BANK, N.A.


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:

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                                        LASALLE BANK NATIONAL
                                           ASSOCIATION


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


                                        PILGRIM PRIME RATE TRUST
                                           By: Pilgrim Investments, Inc.
                                               as its investment manager

                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


                                        PILGRIM AMERICA HIGH INCOME
                                           INVESTMENTS, LTD.
                                           By: Pilgrim Investments, Inc.
                                               as its investment manager

                                        By
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                                                                       EXHIBIT K

                            SUBORDINATION PROVISIONS

          Section 1.01.  Subordination of Liabilities. U.S.I. Holdings
Corporation (the "Company"), for itself, and its successors and assigns,
covenants and agrees, and each holder of the Note to which this Annex A is
attached (the "Note") by its acceptance thereof likewise covenants and agrees,
that the payment of the principal of, interest on, and all other amounts owing
in respect of, the Note (the "Subordinated Indebtedness") is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, to the
prior payment in full in cash of all Senior Indebtedness (as defined in Section
1.07 of this Annex A). The provisions of this Annex A shall constitute a
continuing offer to all persons who, in reliance upon such provisions, become
holders of, or continue to hold, Senior Indebtedness, and such provisions are
made for the benefit of the holders of Senior Indebtedness, and such holders are
hereby made obligees hereunder the same as if their names were written herein as
such, and they and/or each of them may proceed to enforce such provisions.

          Section 1.02.  Company Not to Make Payments with Respect to
Subordinated Indebtedness in Certain Circumstances. (a) Upon the maturity of any
Senior Indebtedness (including interest thereon or fees or any other amounts
owing in respect thereof), whether at stated maturity, by acceleration or
otherwise, all Obligations (as defined in Section 1.07 of this Annex A) owing in
respect thereof shall first be paid in full in cash, before any payment (whether
in cash, property, securities or otherwise) is made on account of the
Subordinated Indebtedness.

          (b)    The Company may not, directly or indirectly, make any payment
of any Subordinated Indebtedness and may not acquire any Subordinated
Indebtedness for cash or property until all Senior Indebtedness has been paid in
full in cash if any Event of Default under (and as defined in) the Credit
Agreement referred to below or any other issue of Senior Indebtedness is then in
existence or would result therefrom.

          (c)    In the event that, notwithstanding the provisions of the
preceding subsections (a) and (b) of this Section 1.02, the Company shall make
any payment on account of the Subordinated Indebtedness at a time when payment
is not permitted by said subsection (a) or (b), such payment shall be held by
the holder of the Note, in trust for the benefit of, and shall be paid forthwith
over and delivered to, the holders of Senior Indebtedness or their
representative or the trustee under the indenture or other agreement pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, for application pro rata to the
payment of all Senior Indebtedness (after giving effect to the relative
priorities of such Senior Indebtedness) remaining unpaid to the extent necessary
to pay all Senior Indebtedness in full in cash in accordance with the terms of
such Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness. Without in any way
modifying the provisions of this Annex A or affecting the subordination effected
hereby if the hereafter referenced notice is not given, the Company shall give
the holder of the Note prompt written notice of any event which would prevent
payments under Section 1.02(a) or (b) hereof.

          Section 1.03.  Subordination to Prior Payment of All Senior
Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any
distribution of assets of the

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                                                                       Exhibit K
                                                                          Page 2

Company upon dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or otherwise):

          (a)    the holders of all Senior Indebtedness shall first be entitled
to receive payment in full in cash of all Senior Indebtedness (including,
without limitation, post-petition interest at the rate provided in the
documentation with respect to the Senior Indebtedness, whether or not such
post-petition interest is an allowed claim against the debtor in any bankruptcy
or similar proceeding) before the holder of the Note is entitled to receive any
payment of any kind or character on account of the Subordinated Indebtedness;

          (b)    any payment or distributions of assets of the Company of any
kind or character, whether in cash, property or securities to which the holder
of the Note would be entitled except for the provisions of this Annex A, shall
be paid by the liquidating trustee or agent or other person making such payment
or distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or other trustee or agent, directly to the holders of Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture under which any instruments evidencing any such
Senior Indebtedness may have been issued, to the extent necessary to make
payment in full in cash of all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness; and

          (c)    in the event that, notwithstanding the foregoing provisions of
this Section 1.03, any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, shall be received by
the holder of the Note on account of Subordinated Indebtedness before all Senior
Indebtedness is paid in full in cash, such payment or distribution shall be
received and held in trust for and shall be paid over to the holders of the
Senior Indebtedness (after giving effect to the relative priorities of such
Senior Indebtedness) remaining unpaid or unprovided for or their representative
or representatives, or to the trustee or trustees under any indenture under
which any instruments evidencing any of such Senior Indebtedness may have been
issued, for application to the payment of such Senior Indebtedness until all
such Senior Indebtedness shall have been paid in full in cash, after giving
effect to any concurrent payment or distribution to the holders of such Senior
Indebtedness.

          Without in any way modifying the provisions of this Annex A or
affecting the subordination effected hereby if the hereafter referenced notice
is not given, the Company shall give prompt written notice to the holder of the
Note of any dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency or receivership proceedings or upon
assignment for the benefit of creditors or otherwise).

          Section 1.04.  Subrogation. Subject to the prior payment in full in
cash of all Senior Indebtedness, the holder of the Note shall be subrogated to
the rights of the holders of Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until all amounts owing on the Note shall be paid in full, and for the purpose
of such subrogation no payments or distributions to the holders of the Senior
Indebtedness by or on behalf of the Company or by or on behalf of the holder of
the Note by virtue of this Annex A which otherwise would have been made to the
holder of the Note shall, as

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                                                                       Exhibit K
                                                                          Page 3

between the Company, its creditors other than the holders of Senior
Indebtedness, and the holder of the Note, be deemed to be payment by the Company
to or on account of the Senior Indebtedness, it being understood that the
provisions of this Annex A are and are intended solely or the purpose of
defining the relative rights of the holder of the Note, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

          Section 1.05.  Obligation of the Company Unconditional. Nothing
contained in this Annex A is intended to or shall impair, as between the Company
and the holder of the Note, the obligation of the Company, to pay to the holder
of the Note the principal of and interest on the Note as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holder of the Note and other creditors
of the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the holder of the Note from exercising all
remedies otherwise permitted by applicable law, subject to the rights, if any,
under this Annex A of the holders of Senior Indebtedness in respect of cash,
property, or securities of the Company received upon the exercise of any such
remedy.

          Section 1.06.  Subordination Rights Not Impaired by Acts or Omissions
of Company or Holders of Senior Indebtedness. No right of any present or future
holders of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act in good faith by
any such holder, or by any noncompliance by the Company with the terms and
provisions of the Note, regardless of any knowledge thereof which any such
holder may have or be otherwise charged with. The holders of the Senior
Indebtedness may, without in any way affecting the obligations of the holder of
the Note with respect hereto, at any time or from time to time and in their
absolute discretion, change the manner, place or terms of payment of, change or
extend the time of payment of, or renew or alter, any Senior Indebtedness or
amend, modify or supplement any agreement or instrument governing or evidencing
such Senior Indebtedness or any other document referred to therein, or exercise
or refrain from exercising any other of their rights under the Senior
Indebtedness including, without limitation, the waiver of default thereunder and
the release of any collateral securing such Senior Indebtedness, all without
notice to or assent from the holder of the Note.

          Section 1.07.  Senior Indebtedness. The term "Senior Indebtedness"
shall mean all Obligations (i) of the Company under, or in respect of, the
Credit Agreement (as amended, modified, supplemented, extended, restated,
refinanced, replaced or refunded from time to time, the "Credit Agreement"),
dated as of September 17, 1999, among the Company, the lenders from time to time
party thereto, and Credit Lyonnais Cayman Island Branch, as Administrative
Agent, and each other Loan Document (as defined in the Credit Agreement) to
which the Company is a party and any renewal, extension, restatement,
refinancing or refunding of any thereof and (ii) of the Company under, or in
respect of, any Interest Rate Protection Agreements (as defined in the Credit
Agreement), including any guaranty thereof. As used herein, the term
"Obligation" shall mean all principal, interest, premium, reimbursement
obligations, penalties, fees, expenses, indemnities and other liabilities and
obligations (including any guaranties of the foregoing liabilities and
obligations) payable under the documentation governing any Senior Indebtedness
(including interest after the commencement of any bankruptcy, insolvency,
receivership or

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                                                                       Exhibit K
                                                                          Page 4

similar proceeding at the rate provided in the documentation with respect
thereto, whether or not such interest is an allowed claim against the debtor in
any such proceeding).

*

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