exv10w37



 




Exhibit 10.37



SHAREHOLDER AGREEMENT TERMINATION AGREEMENT



     This Shareholder Agreement Termination Agreement (this “Termination Agreement”) is made as of
December 23, 2005 by and between IRWIN COMMERCIAL FINANCE CANADA CORPORATION (the “Company”) and
IRWIN INTERNATIONAL CORPORATION (“IIC”, and together with the Company, the “Parties” and each a
“Party”).



     WHEREAS, on November 1, 2002, the Parties and Onset Holdings, Inc. (“OHI”) entered into that
certain Shareholder Agreement (the “Shareholder Agreement”);



     WHEREAS, OHI is no longer an owner of capital stock of the Company; and



     WHEREAS, the Parties desire to terminate the Shareholder Agreement immediately following IIC’s
purchase of all of the common stock of the Company owned by Onset Holdings Inc. (the “Stock
Purchase”), pursuant to the terms and conditions of this Termination Agreement;



     NOW, THEREFORE, in consideration of the above and the mutual covenants set forth in this
Termination Agreement and other valuable consideration received by the Parties, the Parties agree
as follows.



1. Termination. Immediately following the Stock Purchase, the Shareholder Agreement shall
immediately terminate and thereafter the Parties shall have no further rights or obligations in
connection therewith.



2. Release. Each Party and, if applicable, its respective directors, officers, employees,
affiliates, parent organizations, subsidiaries, predecessors in interest, successors in interest,
agents, and assigns, hereby releases the other Parties and, if applicable, its respective
directors, officers, employees, affiliates, parent organizations, subsidiaries, predecessors in
interest, successors in interest, agents, and assigns from any claim at law or equity, known or
unknown, arising out of the Shareholder Agreement provided, however, that nothing herein shall
release, waive or impair any right of any Party to enforce this Termination Agreement in
accordance with its terms.



3. Applicable Law. This Termination Agreement shall be construed and enforced under and in
accordance with, and shall be governed by, the laws of the State of Indiana, without regard to
conflicts of laws principles.



4. Executed Counterparts as Same Instrument; Execution by Facsimile. This Termination
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Termination Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Termination Agreement.



 









 





5. Agreement Binding Upon Parties’ Successors. This Termination Agreement shall be binding
upon and inure to the benefit of the Parties’ respective predecessors, successors, officers,
employees, affiliates, parent organizations, subsidiaries, agents, and assigns.



6. Modifications Only in Writing. This Termination Agreement may not be modified or
amended, except in writing signed by all Parties hereto.



7. Entire Agreement.  This Termination Agreement constitutes the entire agreement by and
among the Parties and there are no representations, warranties, covenants, or obligations except as
set forth herein. This Termination Agreement supersedes all prior and contemporaneous agreements,
understandings, negotiations, and discussions, written or oral, of the Parties hereto, relating to
the subject matter hereof or to any transactions contemplated hereunder.



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     IN WITNESS WHEREOF, the Parties have executed this Termination Agreement by their duly
authorized representatives as of the date set forth above.



     


IRWIN COMMERCIAL FINANCE CANADA CORPORATION





			
	By:	 	/s/ Thomas D. Washburn 
Thomas D. Washburn, Chairman





     


IRWIN INTERNATIONAL CORPORATION





			
	By:	 	/s/ Gregory F. Ehlinger 
Gregory F. Ehlinger, Senior Vice President
and Chief Financial Officer







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