Exhibit 10.1



 Exhibit 10.1 
  
 SECOND AMENDMENT TO CREDIT AGREEMENT 
  
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of the 31st day of March, 2004 (this
“Amendment”), is made among HILB, ROGAL AND HAMILTON COMPANY, a Virginia corporation doing business as Hilb Rogal & Hobbs Company (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION (the
“Administrative Agent”) on behalf of the Required Lenders and the Tranche B Lenders (each as defined in the Credit Agreement described below). 
  

RECITALS 
  
 A. The Borrower, the Administrative Agent and the banks and financial institutions listed on the signature pages thereof or that became parties thereto
after the date thereof (collectively the “Lenders”) are parties to a Second Amended and Restated Credit Agreement, dated as of July 1, 2002, as amended by a First Amendment to Credit Agreement, dated as of July 16, 2003 (as further
amended, the “Credit Agreement”), providing for the availability of a credit facility to the Borrower upon the terms and conditions set forth therein. Capitalized terms used herein without definition shall have the meanings given to
them in the Credit Agreement. 
  
 B. The Borrower has requested
that the Lenders agree to amend (i) the pricing matrix set forth in the “Applicable Margin Percentage” definition of the Credit Agreement, (ii) the limits on the principal amounts of Borrower’s secured letters of credit issued to
insurance companies and (iii) the limits on the Borrower’s ability to repurchase shares of its Capital Stock. The Borrower has also requested that the Lenders approve the change of the corporate name of the Borrower to “Hilb Rogal &
Hobbs Company.” 
  
 C. The Administrative Agent and the
Lenders have agreed to effect such amendments and consents on the terms and subject to the conditions set forth herein. 
  
 STATEMENT OF AGREEMENT 
  
 NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 
  
 ARTICLE I

  
 AMENDMENTS 
  
 1.1 New Definition. Section 1.1 of the Credit Agreement is hereby
amended by adding the following definition of “Second Amendment” in appropriate alphabetical order: 
  
 “Second Amendment” shall mean the Second Amendment to Credit Agreement, dated as of March 31, 2004, between the Borrower,
the Administrative Agent and the Lenders.” 







 1.2 Existing Definitions. Section 1.1 of the Credit Agreement is hereby amended by deleting the
matrix set forth in the definition of “Applicable Margin Percentage” and replacing it in its entirety with the following: 
  

																
	 Leverage
 Ratio

	  	 Applicable
 Margin
 Percentage
 for
 Base Rate
 Revolving
 Loans

	 	 	 Applicable
 Margin
 Percentage
 for
 LIBOR
 Revolving
 Loans

	 	 	 Applicable
 Margin
 Percentage
 for
 Base Rate
 Tranche B
 Term
Loans

	 	 	 Applicable
 Margin
 Percentage
 for
 LIBOR
 Tranche B
 Term
Loans

	 	 	 Applicable
 Margin
 Percentage
for
 Commitment
 Fee

	 
	 Greater than or equal to 2.0 to 1.0
	  	1.000	%	 	2.000	%	 	1.500	%	 	2.250	%	 	0.400	%
	 Greater than or equal to 1.0 to 1.0 but
less than 2.0 to 1.0
	  	0.750	%	 	1.750	%	 	1.500	%	 	2.250	%	 	0.375	%
	 Less than 1.0 to 1.0
	  	0.500	%	 	1.500	%	 	1.500	%	 	2.250	%	 	0.350	%

  
 1.3
Indebtedness. Section 7.2(xi) of the Credit Agreement is hereby amended by deleting the reference to “$5,000,000” and replacing it with “$10,000,000.” 
  
 1.4 Restricted Payments. Section 7.6(a) of the Credit Agreement is hereby amended by deleting the reference to
“$20,000,000” in clause (iii) and replacing it with “$50,000,000.” 
  
 ARTICLE II 
  
 CONSENT

  
 The Required Lenders hereby consent to the following for
the purposes of the Credit Agreement and the other Credit Documents: (i) the Borrower’s doing business under the trade name “Hilb, Rogal & Hobbs Company” and (ii) the change of the Borrower’s name to “Hilb, Rogal &
Hobbs Company”, provided that the Borrower gives the Administrative Agent notice of such name change within ten (10) Business Days after such change shall take effect. 
  
 ARTICLE III 
  
 EFFECTIVENESS 
  
 This Amendment shall become effective on the date when the last of the following conditions shall have been satisfied: 
  
 a) The Administrative Agent shall have received counterparts of this
Amendment, duly executed by the Borrower and the Subsidiary Guarantors; 
  
 b) The Administrative Agent shall have received the approval of this Amendment from the Required Lenders and all of the Tranche B Lenders; and 
  
 c) The Borrower shall have paid to Wachovia Capital Markets, LLC (the “Arranger”) all fees and expenses described in the Engagement
Letter dated March 11, 2004 between the Borrower and the Arranger. 
  
 ARTICLE IV 
  
 ACKNOWLEDGEMENT 

 
 The Subsidiary Guarantors hereby acknowledge that the Borrower, the
Administrative Agent and the Lenders have agreed to amend the Credit Agreement as provided herein. Each Subsidiary Guarantor hereby 

  

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approves and consents to the transactions contemplated by this Amendment and agrees that its obligations under the Subsidiary Guaranty and the other Credit
Documents to which it is a party shall not be diminished as a result of the execution of this Amendment. This acknowledgement by the Subsidiary Guarantors is made and delivered to induce the Administrative Agent and the Lenders to enter into this
Amendment, and the Subsidiary Guarantors acknowledge that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgements contained herein. 
  
 ARTICLE V 
  
 REPRESENTATIONS AND WARRANTIES 
  
 The Borrower hereby represents and warrants to the Administrative Agent and
the Lenders as follows: 
  
 5.1 Representations and
Warranties. After giving effect to this Amendment, each of the representations and warranties of the Borrower contained in the Credit Agreement and in the other Credit Documents is true and correct in all material respects on and as of the date
hereof, with the same effect as if made on and as of the date hereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and
correct in all material respects as of such date). 
  
 5.2 No
Default. After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 
  
 ARTICLE VI 
  
 MISCELLANEOUS 
  
 6.1 Effect of Amendment.
From and after the effective date of the amendments to the Credit Agreement set forth herein, all references to the Credit Agreement set forth in any other Credit Document or other agreement or instrument shall, unless otherwise specifically
provided, be references to the Credit Agreement as amended by this Amendment and as may be further amended, modified, restated or supplemented from time to time. This Amendment is limited as specified and shall not constitute or be deemed to
constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein. Except as expressly amended hereby, the Credit Agreement shall remain in full force and effect in accordance with its
terms. 
  
 6.2 Governing Law. This Amendment shall be
governed by and construed and enforced in accordance with the laws of the State of New York (without regard to the conflicts of law provisions thereof, but including Section 5-1401 of the General Obligations Law of the State of New York).

  
 6.3 Expenses. The Borrower agrees to pay upon demand
all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) in connection with the preparation, negotiation, execution and
delivery of this Amendment and the other Credit Documents delivered in connection herewith. 
  
 6.4 Severability. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such
prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. 
  
 6.5 Successors and Assigns. This Amendment shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 
  

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 6.6 Construction. The headings of the various sections and subsections of this Amendment have been
inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. 
  
 6.7 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 
  
 [the remainder of this page left blank intentionally] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly
authorized officers as of the date first above written. 
  

			
	 HILB, ROGAL AND HAMILTON COMPANY
 d/b/a HILB, ROGAL & HOBBS COMPANY

		
	By:	 	/s/    Carolyn Jones
	 	 	




			
		
	Title:	 	SVP, CFO & Treasurer
	 	 	



  

			
	WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent on behalf of the Required Lenders and the Tranche B Lenders
		
	By:	 	/s/    Jason S. Miller
	 	 	




			
		
	Title:	 	Vice President
	 	 	



  

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 For purposes of Article IV only: 
  
 HILB, ROGAL AND HAMILTON INVESTMENT COMPANY

 HILB, ROGAL AND HAMILTON REALTY COMPANY 
 HILB, ROGAL AND HAMILTON SERVICES COMPANY 
 HILB, ROGAL AND HAMILTON COMPANY OF ALABAMA, INC. 
 BEIERSDOERFER, MEADOWS & GOULD, INC. 
 HILB, ROGAL AND HAMILTON COMPANY OF ARIZONA 
 HRH INSURANCE SERVICES OF THE COACHELLAVALLEY, INC. 
 HILB, ROGAL AND HAMILTON INSURANCE SERVICES OF CENTRAL CALIFORNIA, INC. 
 MORGAN & FRANZ INSURANCE AGENCY OF ORANGE COUNTY 
 HRH OF NORTHERN CALIFORNIA INSURANCE SERVICES, INC. 
 PROFESSIONAL PRACTICE INSURANCE BROKERS, INC. 
 HILB, ROGAL AND HAMILTON INSURANCE SERVICES OF SAN DIEGO, INC. 
 ARIS/B&W INSURANCE SERVICES, INC. 
 SUMMIT RISK MANAGEMENT & INSURANCE SERVICES, INC. 
 HILB, ROGAL AND HAMILTON COMPANY OF DENVER 
 HILB, ROGAL AND HAMILTON COMPANY OF CONNECTICUT, LLC 
 THE MANAGING AGENCY GROUP, INC. 
 PREMIUM FUNDING ASSOCIATES, INC. 
 THOMAS M. MURPHY & ASSOCIATES, INC.

 HILB, ROGAL AND HAMILTON COMPANY OF GAINESVILLE, FLORIDA, INC. 
 HUNT INSURANCE GROUP, INC. 
 INSURANCE CONSULTANTS & ANALYSTS, INC. 
 HILB, ROGAL AND HAMILTON COMPANY OF
ORLANDO 
 HILB, ROGAL AND HAMILTON COMPANY OF SARASOTA 
 HILB, ROGAL AND HAMILTON COMPANY OF SOUTH FLORIDA 
 HILB, ROGAL AND HAMILTON COMPANY OF TAMPA BAY, INC. 
 HILB, ROGAL AND HAMILTON COMPANY OF ATLANTA 
 HILB, ROGAL AND HAMILTON COMPANY OF GAINESVILLE, GEORGIA 
  

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 HILB, ROGAL AND HAMILTON COMPANY OF SAVANNAH, INC. 
 HILB, ROGAL AND HAMILTON COMPANY OF ILLINOIS 
 DULANEY, JOHNSTON & PRIEST, INC. 
 THE DUNLAP CORPORATION 
 THE DUNLAP AGENCY 
 THE DUNLAP CORPORATION OF NEW HAMPSHIRE 
 HILB, ROGAL AND HAMILTON COMPANY OF BALTIMORE 
 HILB, ROGAL AND HAMILTON COMPANY OF METROPOLITAN WASHINGTON 
 HILB, ROGAL AND HAMILTON INSURANCE AGENCY OF MASSACHUSETTS, LLC 
 HILB, ROGAL AND HAMILTON COMPANY OF GRAND RAPIDS 
 HILB, ROGAL AND HAMILTON COMPANY OF PORT HURON 
 HRH INSURANCE SERVICES OF NEVADA, INC. 
 ASHURST PROCESSING AGENCY, INC. 
 GIACONIA LIFE ASSOCIATES, LLC 
 HILB, ROGAL AND HAMILTON COMPANY OF NORTHERN NEW
JERSEY, LLC 
 HRH CONSULTING GROUP, LLC 
 HILB, ROGAL AND HAMILTON COMPANY OF NEW YORK, LLC 
 KAMMSAC INTERNATIONAL, LLC 
 KALVIN-MILLER HOLDINGS, LLC 
 PROPERTY OWNERS & MANAGERS PURCHASING GROUP,
INC. 
 HILB, ROGAL AND HAMILTON COMPANY OF UPSTATE NEW YORK, LLC 
 PROFESSIONAL PRACTICES INSURANCE BROKERS, INC. (SOUTHEAST) 
 BOAHC, INC. D/B/A BERWANGER OVERMYER ASSOCIATES 
 BOAEB AGENCY, INC. 
 BOAFS AGENCY, INC. 
 MIDWEST PENSION SERVICES, INC. 
 BOAPC AGENCY, INC. 
 HILB, ROGAL AND HAMILTON COMPANY OF OKLAHOMA 
 HILB, ROGAL AND HAMILTON COMPANY
OF OREGON 
 HILB, ROGAL AND HAMILTON COMPANY OF PHILADELPHIA, LLC 
 HILB, ROGAL AND HAMILTON COMPANY OF PITTSBURGH, LLC 
 HRH MERGER COMPANY 
 HILB, ROGAL AND HAMILTON COMPANY OF SAN ANTONIO 
  

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 HILB, ROGAL AND HAMILTON COMPANY OF TEXAS 
 HILB, ROGAL AND HAMILTON COMPANY OF VIRGINIA 
 TIMOTHY S. MILLS INSURANCE SERVICES, INC. 
 INTEGRATED RISK SOLUTIONS INSURANCE SERVICES, LLC 
 TLC HOBBS, LLC 
 WESTPORT FINANCIAL SERVICES, LLC 
 WESTPORT INSURANCE AGENCY, LLC 

WESTPORT WORLDWIDE, LLC 
 WESTPORT INSURANCE BROKERAGE, LLC 
 STAFFING RISK SOLUTIONS, LLC 

BAY TECHNOLOGY GROUP, LLC 
 HOBBS GROUP, INC. (OH) 
 HOBBS GROUP, INC. (MD) 
 HOBBS GROUP, INC. (MA) 
 HOBBS GROUP INVESTMENT ADVISORS, LLC 
 HOBBS GROUP LIMITED LIABILITY COMPANY

 HOBBS GROUP, LLC 
 HOBBS IRA CORP. 
 INTEGRATED RISK SOLUTIONS INSURANCE SERVICES, LLC 
 HOBBS GROUP INSURANCE
BROKERS, LLC 
 HOBBS/OFJ ACQUISITION CORP. 
 O’NEILL, FINNEGAN & JORDAN INSURANCE AGENCY, INC. 
 HOBBS GROUP (NY), LLC 
 KIRKLIN & COMPANY, LLC 
 HOBBS GROUP, INC. (TX) 
 HRH OF COLORADO MERGER COMPANY 
 FREBERG & COMPANY OF WYOMING, INC. 
 DOMINION SPECIALTY GROUP, INC.


			
	 
		
	By:	 	/s/    Walter L. Smith
	 	 	




			
		
	Title:	 	Secretary
	 	 	



  

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