2 HUB INTERNATIONAL LIMITED

EX-10.1 2 t16625exv10w1.htm EX-10.1 exv10w1

THIS AMENDING AGREEMENT is made as of the 20th day of April, 2005.

BETWEEN:

HUB INTERNATIONAL LIMITED,
a corporation incorporated under
the laws of Ontario,

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BANK OF MONTREAL,
a Canadian chartered bank,

WHEREAS the parties hereto entered into an amended and restated credit agreement dated as of April 23, 2004 (such credit agreement being herein referred to as the “Credit Agreement”);

AND WHEREAS the Borrower wishes to renew the Drawdown Period for an additional 364 days pursuant to Section 2.3(a) of the Credit Agreement;

AND WHEREAS the Lender wishes to accept Borrower’s Renewal Request pursuant to Section 2.3(b) of the Credit Agreement;

AND WHEREAS the parties hereto wish to amend the Credit Agreement to reflect the extension pursuant to Section 2.3(c) of the Credit Agreement of the first date referred to in clause (a) of the definition of “Term Date” in the Credit Agreement to April 19, 2006;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged by each of the parties hereto) the parties do hereby respectively covenant and agree as follows:

1.		The parties hereby concur in this amendment to the Credit Agreement and, upon the execution of this amending agreement, the Credit Agreement and this amending agreement shall be deemed to constitute the entire Credit Agreement. Subject as hereinafter set forth the Credit Agreement is hereby confirmed to be in all respects in full force and effect on this date as an agreement, binding in accordance with its terms on, and enforceable against, the parties to this amending agreement.

2.		Unless otherwise defined herein, all capitalized terms used in this amending agreement shall have the respective meanings ascribed thereto in the Credit Agreement.

3.		Effective the date of this amending agreement, Section 1.1 of the Credit Agreement is amended by replacing the definition of “Term Date” thereunder with the following:

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		“Term Date” means the earlier of (a) April 19, 2006 or, if such date is extended pursuant to Section 2.3(c), the date to which it has been extended, and (b) the Amortization Date;

4.		This amending agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

5.		This amending agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.

IN WITNESS WHEREOF this amending agreement has been executed by the parties hereto.



	HUB INTERNATIONAL LIMITED
	Per:	/s/ Martin P. Hughes
		Martin P. Hughes, Chief Executive Officer



	Per:	/s/ Dennis J. Pauls
		Dennis J. Pauls, Chief Financial Officer



	BANK OF MONTREAL
	Per:	/s/ John Coke
		Authorized Signing Officer