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