exv10w15



 



Exhibit 10.15




               THIS AMENDING AGREEMENT is made as of the 22nd day of August, 2002.


BETWEEN:



	 	HUB INTERNATIONAL LIMITED,

a corporation incorporated under

the laws of Ontario,




	 	- and -




	 	BANK OF MONTREAL,

a Canadian chartered bank,



               WHEREAS the parties hereto entered into an amended and restated credit
agreement dated as of June 21, 2001 (such credit agreement being herein
referred to as the “Credit Agreement”);


               AND WHEREAS the first date referred to in clause (a) of the definition of
“Term Date” in the Credit Agreement has been extended to June 19, 2003 pursuant
to Section 2.3(c) of the Credit Agreement;


               AND WHEREAS the parties hereto wish to amend the Credit Agreement to
reflect such extension and to provide for other amendments to the Credit
Agreement as hereinafter provided;


               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:



 






 







	 	 	 	“Term Date” means the earlier of (a) June 19, 2003 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.	 	Effective the date of this amending agreement, the monetary amount of
“Cdn. $10,000,000” set out in each of Section 8.1(i)(iv) and Section
9.2(a)(v) of the Credit Agreement is deleted in its entirety and replaced
in each of Section 8.1(i)(iv) and Section 9.2(a)(v) of the Credit
Agreement with the monetary amount of “Cdn. $20,000,000”.
	 
	5.	 	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.
	 
	6.	 	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/ Dennis Pauls



Authorized Signing Officer
	 	c/s
	 
	 	Per:	
/s/ W. Kirk James



Authorized Signing Officer	 	 
	 
	 	
BANK OF MONTREAL	 	 
	 
	 	Per:	
/s/ B. Ciallella



Authorized Signing Officer	 	 




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