SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 1)

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

HUB INTERNATIONAL LIMITED

(Name of the Issuer)

Hub International Limited

John P. Graham

Richard A. Gulliver

Bruce D. Guthart

Martin P. Hughes

W. Kirk James

Lawrence J. Lineker

Marianne D. Paine

Roy H. Taylor

Maple Tree Acquisition Corporation

Apax US VII, L.P.

Apax Europe VII-A, L.P.

Apax Europe VII-B, L.P.

Apax Europe VII-1, L.P.

Morgan Stanley Principal Investments, Inc.

(Name of Person(s) Filing Statement)

Common Shares, Without Par Value

(Title of Class of Securities)

4432P1 10

(CUSIP Number of Class of Securities)

W. Kirk James

Vice President and Corporate Secretary

Hub International Limited

55 East Jackson Boulevard

Chicago, IL 60604

877-402-6601

Copies to:

Christopher J. Cummings. Esq. Adam M. Givertz, Esq. Shearman & Sterling LLP Commerce Court West Suite 4405 Toronto, Ontario M5L 1E8 416-360-8484 Daniel S. Evans, Esq. Christopher W. Rile Ropes & Gray LLP One International Place Boston, Massachusetts 02110 617-951-7000 Brian E. Hamilton, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 212-558-4000

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1934.
c.	¨	A tender offer.
d.	¨	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x

Check the following box if the filing is a final amendment reporting the results of the transaction:  ¨

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee
$1,757,839,722.55	$53,965.68

* For purposes of calculating the amount of the filing fee only. The transaction value was determined based upon the sum of (a) $41.50 per common share of 39,842,552 common shares, (b) $41.50 minus the weighted average exercise price of $15.45 per common share of outstanding options to purchase 919,751 common shares, and (c) $41.50 per restricted share unit with respect to 1,937,694 common shares.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $53,965.68

Form or Registration No.:   Schedule 14A—Preliminary Proxy Statement

Filing Party:   Hub International Limited

Date Filed:   April 23, 2007

Introduction

This Amendment No. 1 to Rule 13E-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed by (1) Hub International Limited, a Canadian corporation (“Hub” or the “Company”), the issuer of the common shares, without par value (the “Common Shares”), that is subject to the Rule 13e-3 transaction, (2) John P. Graham, Richard A. Gulliver, Bruce D. Guthart, Martin P. Hughes, W. Kirk James, Lawrence J. Lineker, Marianne D. Paine and Roy H. Taylor (collectively, the “Executive Officer Investors”), (3) Maple Tree Acquisition Corporation, a British Columbia corporation (“Parent”), (4) Apax US VII, L.P., a Cayman Islands exempted limited partnership (“Apax US VII”), (5) Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., and Apax Europe VII-1, L.P., each a United Kingdom limited partnership (collectively, the “Apax Europe VII Funds”), (6) Morgan Stanley Principal Investments, Inc., a Delaware corporation (“MSPI”) (together with Hub, the Executive Officer Investors, Parent, Apax US VII, the Apax Europe VII Funds, and MSPI, the “Filing Parties” and each a “Filing Party”). This Schedule 13E-3 relates to the Arrangement Agreement (the “Arrangement Agreement”) dated as of February 25, 2007 and amended as of March 22, 2007 by and between Hub and Parent.

Concurrently with the filing of this Schedule 13E-3, Hub is filing with the Securities and Exchange Commission a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to a special meeting of the shareholders of the Company at which the shareholders of the Company will consider and vote upon a proposal to approve the arrangement resolution, which includes approval of the Arrangement Agreement and the plan of arrangement. The arrangement resolution must be approved by the affirmative vote of (1) not less than two-thirds of the votes cast by shareholders present or represented by proxy at the special meeting and (2) a majority of the votes cast by shareholders present or represented by proxy at the special meeting, excluding the votes cast by executive officers and other members of management of Hub who will invest in equity securities of Parent or an affiliate of Parent and any other shareholders who may be required to be excluded from such vote under Canadian law.

The cross-references below are being supplied pursuant to General Instruction G to Rule 13E-3 Transaction Statement on Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.

All information contained in this Schedule 13E-3 concerning any of the Filing Parties has been provided by such Filing Parties and no other Filing Party, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Party.

The filing of this Schedule 13E-3 shall not be construed as an admission by any of the Filing Parties or by an affiliate of a Filing Party that Hub is “controlled” by any other Filing Party or that any Filing Party is an “affiliate” of Hub within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

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Item 1. Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) Name and Address. The Company’s name and the address of its principal executive office and telephone number are as follows: Hub International Limited 55 East Jackson Boulevard Chicago, IL 60604 1-877-402-6601

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE SPECIAL MEETING – Record Date”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

(c) Trading market and price. The information set forth in the Proxy Statement under the caption “HISTORICAL FINANCIAL DATA – Market Price and Dividend Data” is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under the caption “HISTORICAL FINANCIAL DATA – Market Price and Dividend Data” is incorporated herein by reference.

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the caption “HISTORICAL FINANCIAL DATA —Prior Public Offerings” is incorporated herein by reference.

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the caption “HISTORICAL FINANCIAL DATA —Prior Stock Purchases” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

Regulation M-A Item 1003

(a)-(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET – The Arrangement and the Arrangement Agreement”

“THE PARTIES TO THE ARRANGEMENT”

“WHERE YOU CAN FIND MORE INFORMATION”

ANNEX F: INFORMATION RELATING TO THE SPONSORS, AND HUB DIRECTORS AND EXECUTIVE OFFICERS

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Reasons for the Arrangement; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Arrangement”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement of Executive Officer Investors”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement of Parent and the Sponsors”

“SPECIAL FACTORS—Purposes, Reasons and Plans for Hub after the Arrangement”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Effects of the Company if the Arrangement is Not Complete”

“SPECIAL FACTORS—Delisting and Deregistration of Hub Common Stock”

“SPECIAL FACTORS—Accounting”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences”

“SPECIAL FACTORS—Material Canadian Federal Income Tax Consequences”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

“THE SPECIAL MEETING”

“THE ARRANGEMENT AGREEMENT—Arrangement Consideration”

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

“THE ARRANGEMENT AGREEMENT – Treatment of Options and Other Awards”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE SPECIAL MEETING – Rights of Shareholders Who Object to the Arrangement”

“DISSENTING SHAREHOLDERS’ RIGHTS”

ANNEX I—SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

(e) Provisions for Unaffiliated Security Holders. As described in the Proxy Statement under “Special Factors—Background of the Transaction,” which is incorporated herein by reference, the special committee of the board of directors of the Company authorized the retention of a law firm to represent certain executive officers in connection with the proposed transaction and agreed that the Company will reimburse or pay the fees and expenses of such law firm in connection with such representation. In addition, the Executive Officer Investors have by reason of their position as such, access to certain corporate files of the Company. There have been no other provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Parties or to obtain counsel or appraisal services at the expense of the Filing Parties.

(f) Eligibility for Listing or Trading. Not applicable.

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Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

“SPECIAL FACTORS—Certain Relationships Between Parent and Hub”

“SPECIAL FACTORS—Prior Stock Purchases

“ANNEX F—INFORMATION RELATING TO HUB DIRECTORS AND EXECUTIVE OFFICERS AND THE SPONSORS”

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

“SPECIAL FACTORS—Certain Relationships Between Parent and Hub”

“HISTORICAL SELECTED FINANCIAL DATA – Prior Stock Purchases”

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Voting Agreement between Parent and Fairfax Financial Holdings Limited

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

“SPECIAL FACTORS—Certain Relationships Between Parent and Hub”

Item 6. Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Purpose and Reasons for the Arrangement of Executive Officer Investors”

“SPECIAL FACTORS—Purpose and Reasons for the Arrangement of Parent and the Sponsors”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

“THE ARRANGEMENT AGREEMENT—Arrangement Consideration”

“THE ARRANGEMENT AGREEMENT—Treatment of Options and Other Awards”

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“THE ARRANGEMENT AGREEMENT—Payment for the Shares”

ANNEX B—ARRANGEMENT AGREEMENT

ANNEX C—PLAN OF ARRANGEMENT

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Effects on the Company if the Arrangement is Not Completed”

“SPECIAL FACTORS—Delisting and Deregistration of Hub Common Stock”

“SPECIAL FACTORS—Financing of the Arrangement”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

“THE ARRANGEMENT AGREEMENT”

ANNEX B—ARRANGEMENT AGREEMENT

ANNEX C—PLAN OF ARRANGEMENT

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a)-(c) Purposes; Alternatives; Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Reasons for the Arrangement; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Arrangement”

“SPECIAL FACTORS—Purpose and Reasons for the Arrangement of Executive Officer Investors”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement of Parent and the Sponsors”

“SPECIAL FACTORS—Position of Executive Officer Investors as to Fairness”

“SPECIAL FACTORS—Position of Parent and the Sponsors as to Fairness”

“SPECIAL FACTORS—Purposes, Reasons and Plans for Hub after the Arrangement”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Reasons for the Arrangement Recommendations of the Special Committee and of Our Board of Directors; Fairness of the Arrangement”

“SPECIAL FACTORS—Purposes, Reasons and Plans for Hub after the Arrangement”

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“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Effects on the Company if the Arrangement is Not Completed”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences”

“SPECIAL FACTORS—Material Canadian Federal Income Tax Consequences”

“SPECIAL FACTORS—Fees and Expenses of the Arrangement”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

“THE ARRANGEMENT AGREEMENT”

“DISSENTING SHAREHOLDERS’ RIGHTS”

ANNEX B—ARRANGEMENT AGREEMENT

ANNEX C—PLAN OF ARRANGEMENT

ANNEX I—SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

Item 8. Fairness of the Transaction

Regulation M-A Item 1014

(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Reasons for the Arrangement; Recommendations of the Special Committee and Our Board of Directors; Fairness of the Arrangement”

“SPECIAL FACTORS—Purpose and Reasons for the Arrangement of Executive Officer Investors”

“SPECIAL FACTORS—Purpose and Reasons for the Arrangement of Parent and the Sponsors”

“SPECIAL FACTORS—Opinion of Financial Advisor”

“SPECIAL FACTORS—Position of Executive Officer Investors as to Fairness”

“SPECIAL FACTORS—Position of Parent and the Sponsors as to Fairness”

ANNEX E—OPINION OF SCOTIA CAPITAL INC.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

“THE SPECIAL MEETING—Voting Rights; Quorum; Vote Required for Approval”

“THE ARRANGEMENT AGREEMENT—Conditions to the Arrangement”

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Reasons for the Arrangement; Recommendations of the Special Committee and of Our Board of Directors; Fairness of the Arrangement”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

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“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Reasons for the Arrangement; Recommendations of the Special Committee and of Our Board of Directors; Fairness of the Arrangement”

(f) Other Offers. None.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Opinion of Financial Advisor”

ANNEX E—OPINION OF SCOTIA CAPITAL INC.

(c) Availability of Documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “THE SPECIAL MEETING—Availability of Documents”.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a)-(b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Financing of the Arrangement”

“SPECIAL FACTORS—Limited Guarantees; Remedies”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Financing of the Arrangement”

“SPECIAL FACTORS—Fees and Expenses of the Arrangement”

“THE ARRANGEMENT AGREEMENT—Termination Fees”

(d) Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Financing of the Arrangement”

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

“SPECIAL FACTORS—Certain Relationships Between Parent and Hub”

“HISTORICAL SELECTED FINANCIAL DATA—Security Ownership of Certain Beneficial Owners and Management”

“ANNEX F—INFORMATION RELATING TO HUB DIRECTORS AND EXECUTIVE OFFICERS AND THE SPONSORS”

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(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Voting Agreement between Parent and Fairfax Financial Holding Limited”

“HISTORICAL SELECTED FINANCIAL DATA—Prior Stock Purchases”

“ANNEX F—INFORMATION RELATING TO HUB DIRECTORS AND EXECUTIVE OFFICERS AND THE SPONSORS”

Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE SPECIAL MEETING—Voting Rights; Quorum; Required for Approval”

“SPECIAL FACTORS—Voting Agreement between Parent and Fairfax Financial Holdings Limited”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Reasons for the Arrangement; Recommendations of the Special Committee and of Our Board of Directors; Fairness of the Arrangement”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Arrangement”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

“HISTORICAL SELECTED FINANCIAL DATA—Security Ownership of Certain Beneficial Owners and Management”

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Reasons for the Arrangement; Recommendations of the Special Committee and of Our Board of Directors; Fairness of the Arrangement”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement of Executive Officer Investors”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

Item 13. Financial Statements

Regulation M-A Item 1010

(a). Financial Statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“HISTORICAL SELECTED FINANCIAL DATA”

“WHERE YOU CAN FIND MORE INFORMATION”

(b) Pro Forma Information. None.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

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“SPECIAL FACTORS—Background to the Transaction”

“SPECIAL FACTORS—Reasons for the Arrangement; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Arrangement”

“SPECIAL FACTORS—Opinions of Financial Advisors”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT”

“THE SPECIAL MEETING—Solicitation of Proxies”

“SPECIAL FACTORS—Fees and Expenses of the Arrangement”

ANNEX E – OPINION OF SCOTIA CAPITAL INC.

Item 15. Additional Information

Regulation M-A Item 1011

(b) Other Material Information. The entirety of the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

Regulation M-A Item 1016

(a)(1) Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2007.

(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with the Proxy Statement.

(a)(3) Letter to Shareholders, filed with the Securities and Exchange Commission along with the Proxy Statement.

(a)(4) Notice of Special Meeting of Shareholders, filed with the Securities and Exchange Commission along with the Proxy Statement.

(a)(5) Press Release dated February 26, 2007 (incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Hub International Limited on February 26, 2007).

(a)(6) Press Release dated March 22, 2007 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Hub International Limited on March 23, 2007).

(b)(1) Amended and Restated Commitment Letter from Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Capital Corporation to Maple Tree Acquisition Corporation, dated as of March 21, 2007.

(c)(1) Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated February 24, 2007.

(c)(2) Opinion of Scotia Capital Inc., dated February 24, 2007.

(c)(3) Presentation materials, dated February 20, 2007, prepared by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital, for the Special Committee of the Board of Directors of Hub International Limited.*

(c)(4) Financial analysis presentation materials, dated February 24, 2007, prepared by Merrill Lynch, Pierce, Fenner & Smith Incorporated, for the Board of Directors of Hub International Limited.*

(c)(5) Financial analysis presentation materials, dated February 24, 2007, prepared by Scotia Capital Inc., for the Special Committee of the Board of Directors of Hub International Limited.*

(c)(6) Opinion of Scotia Capital Inc., dated March 22, 2007, attached as Annex E to the Proxy Statement.

(c)(7) Presentation materials, dated January 25, 2007, prepared by Merrill Lynch, Pierce, Fenner & Smith Incorporated.

(c)(8) Presentation materials, dated February 8, 2007, prepared by Scotia Capital Inc.

(c)(9) Presentation materials, dated February 16, 2007, prepared by Scotia Capital Inc.

(d)(1) Arrangement Agreement by and between Hub International Limited and Maple Tree Acquisition Corporation, dated as of February 25, 2007 and as amended as of March 22, 2007, attached as Annex B to the Proxy Statement.

(d)(2) Plan of Arrangement, attached as Annex C to the Proxy Statement.

(d)(3) Voting Agreement by and between Fairfax Financial Holdings Limited and Maple Tree Acquisition Corporation, dated as of February 25, 2007, attached as Annex D to the Proxy Statement.

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(d)(4) Rollover Commitment from John P. Graham to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(5) Rollover Commitment from Richard A. Gulliver to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(6) Rollover Commitment from Bruce D. Guthart to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(7) Rollover Commitment from Martin P. Hughes to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(8) Rollover Commitment from W. Kirk James to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(9) Rollover Commitment from Lawrence J. Lineker to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(10) Rollover Commitment from Marianne D. Paine to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(11) Rollover Commitment from Roy H. Taylor to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(12) Letter to Executives from 0783587 B.C. LTD., dated as of March 22, 2007.

(f)(1) Section 190 of the Canada Business Corporations Act, attached as Annex I to the Proxy Statement.

(g) None.

* Previously filed.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007	Hub International Limited
	By:	/s/ W. Kirk James
	Name:	W. Kirk James
	Title:	Vice President and Corporate Secretary

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007

/s/ John P. Graham

John P. Graham

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007

/s/ Richard A. Gulliver

Richard A. Gulliver

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007

/s/ Bruce D. Guthart

Bruce D. Guthart

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007

/s/ Martin P. Hughes

Martin P. Hughes

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007

/s/ W. Kirk James

W. Kirk James

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007

/s/ Lawrence J. Lineker

Lawrence J. Lineker

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007

/s/ Marianne D. Paine

Marianne D. Paine

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007

/s/ Roy H. Taylor

Roy H. Taylor

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007	MAPLE TREE ACQUISITION CORPORATION
	By:	/s/ William Logan
	Name:	William Logan
	Title:	Treasurer
	By:	/s/ Stephen Green
	Name:	Stephen Green
	Title:	President

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007	APAX US VII, L.P.
	By:	Apax US VII GP, L.P., its general partner
	By:	Apax US VII GP, Ltd., its general partner
	By:	/s/ Peter Jeton
	Name:	Peter Jeton
	Title:	Authorized Signatory Director

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007	APAX EUROPE VII-A, L.P. Acting by its manager Apax Partners Europe Managers Ltd
	By:	/s/ Peter Englander
	Name:	Peter Englander
	Title:	Director
	By:	/s/ Adrian Beecroft
	Name:	Adrian Beecroft
	Title:	Director

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007	APAX EUROPE VII-B, L.P. Acting by its manager Apax Partners Europe Managers Ltd
	By:	/s/ Peter Englander
	Name:	Peter Englander
	Title:	Director
	By:	/s/ Adrian Beecroft
	Name:	Adrian Beecroft
	Title:	Director

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007	APAX EUROPE VII-1, L.P. Acting by its manager Apax Partners Europe Managers Ltd
	By:	/s/ Peter Englander
	Name:	Peter Englander
	Title:	Director
	By:	/s/ Adrian Beecroft
	Name:	Adrian Beecroft
	Title:	Director

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: April 20, 2007	MORGAN STANLEY PRINCIPAL INVESTMENTS, INC
	By:	/s/ Thomas E. Doster
	Name:	Thomas E. Doster
	Title:	Director

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EXHIBIT INDEX

(a)(1) Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2007.

(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with the Proxy Statement.

(a)(3) Letter to Shareholders, filed with the Securities and Exchange Commission along with the Proxy Statement.

(a)(4) Notice of Special Meeting of Shareholders, filed with the Securities and Exchange Commission along with the Proxy Statement.

(a)(5) Press Release dated February 26, 2007 (incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Hub International Limited on February 26, 2007).

(a)(6) Press Release dated March 22, 2007 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Hub International Limited on March 23, 2007).

(b)(1) Amended and Restated Commitment Letter from Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Capital Corporation to Maple Tree Acquisition Corporation, dated as of March 21, 2007.

(c)(1) Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated February 24, 2007.

(c)(2) Opinion of Scotia Capital Inc., dated February 24, 2007.

(c)(3) Presentation materials, dated February 20, 2007, prepared by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital, for the Special Committee of the Board of Directors of Hub International Limited.*

(c)(4) Financial analysis presentation materials, dated February 24, 2007, prepared by Merrill Lynch, Pierce, Fenner & Smith Incorporated, for the Board of Directors of Hub International Limited.*

(c)(5) Financial analysis presentation materials, dated February 24, 2007, prepared by Scotia Capital Inc., for the Special Committee of the Board of Directors of Hub International Limited.*

(c)(6) Opinion of Scotia Capital Inc., dated March 22, 2007, attached as Annex E to the Proxy Statement.

(c)(7) Presentation materials, dated January 25, 2007, prepared by Merrill Lynch, Pierce, Fenner & Smith Incorporated.

(c)(8) Presentation materials, dated February 8, 2007, prepared by Scotia Capital Inc.

(c)(9) Presentation materials, dated February 16, 2007, prepared by Scotia Capital Inc.

(d)(1) Arrangement Agreement by and between Hub International Limited and Maple Tree Acquisition Corporation, dated as of February 25, 2007 and as amended as of March 22, 2007, attached as Annex B to the Proxy Statement.

(d)(2) Plan of Arrangement, attached as Annex C to the Proxy Statement.

(d)(3) Voting Agreement by and between Fairfax Financial Holdings Limited and Maple Tree Acquisition Corporation, dated as of February 25, 2007, attached as Annex D to the Proxy Statement.

(d)(4) Rollover Commitment from John P. Graham to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(5) Rollover Commitment from Richard A. Gulliver to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(6) Rollover Commitment from Bruce D. Guthart to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(7) Rollover Commitment from Martin P. Hughes to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(8) Rollover Commitment from W. Kirk James to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(9) Rollover Commitment from Lawrence J. Lineker to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(10) Rollover Commitment from Marianne D. Paine to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(11) Rollover Commitment from Roy H. Taylor to 0783587 B.C. LTD., dated as of February 25, 2007.*

(d)(12) Letter to Executives from 0783587 B.C. LTD., dated as of March 22, 2007.

(f)(1) Section 190 of the Canada Business Corporations Act, attached as Annex I to the Proxy Statement.

(g) None.

* Previously filed.

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EX-99.(B)(1)

Exhibit (b) (1)

Execution Copy

MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MERRILL LYNCH CAPITAL CORPORATION 250 Vesey Street New York, New York 10080

CONFIDENTIAL

March 21, 2007

MAPLE TREE ACQUISITION CORPORATION

c/o Apax Partners, L.P.

153 East 53^rd Street, 53^rd Floor

New York, New York 10022

Attention: William Logan

Project Maple Tree

Amended and Restated Commitment Letter

Ladies and Gentlemen:

You have advised Morgan Stanley Senior Funding, Inc. (“MSSF”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) and Merrill Lynch Capital Corporation (“Merrill” and, together with MSSF and MLPFS, “we,” “us” or the “Agents”) that Maple Tree Acquisition Corporation (“CanCo”), formed at the direction of Apax Partners, L.P. and/or its affiliates (collectively and together with Morgan Stanley Principal Investments, Inc., the “Sponsor”), intends to acquire (the “Acquisition”) all of the capital stock of a company previously identified to us (the “Company”), and to consummate the other Transactions described herein (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet”)).

You have further advised the Agents that, in connection therewith, it is intended that the financing for the Transactions and the repayment of certain existing indebtedness of the Company and its subsidiaries (in addition to certain cash available on the balance sheet of the Company) (a) will include the senior secured credit facilities (the “Senior Facilities”) described in the Senior Facilities Term Sheet, in an aggregate principal amount of up to $795.0 million, (b) will include either (i) up to $345.0 million in aggregate principal amount of senior unsecured notes (the “Senior Notes”) in a registered or Rule 144A or other private placement or (ii) if the Senior Notes are not issued on or prior to the Closing Date (as defined below), up to $345.0 million of senior unsecured increasing rate loans (the “Senior Bridge Loans”) under the senior

unsecured credit facility (the “Senior Bridge Facility”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Senior Bridge Term Sheet”) and (c) will include either (i) up to $345.0 million in aggregate principal amount of senior subordinated notes (the “Senior Subordinated Notes”; and, together with the Senior Notes, the “Notes”) in a registered or Rule 144A or other private placement or (ii) if the Senior Subordinated Notes are not issued on or prior to the Closing Date (as defined below), up to $345.0 million of senior subordinated increasing rate loans (the “Subordinated Bridge Loans”; and, together with the Senior Bridge Loans, the “Bridge Loans”) under the senior subordinated unsecured credit facility (the “Subordinated Bridge Facility”; and together with the Senior Bridge Facility, the “Bridge Facilities”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Subordinated Bridge Term Sheet” and, together with the Senior Facilities Term Sheet and the Senior Bridge Term Sheet, the “Term Sheets”). The Senior Facilities and the Bridge Facilities are collectively referred to herein as the “Facilities”.

In connection with the foregoing, MSSF and Merrill are pleased to advise you of their commitments to, severally and not jointly, each provide 50% of each of the Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this commitment letter (including the Term Sheets and other attachments hereto, this “Commitment Letter”).

It is agreed that each of MSSF and MLPFS will act as a joint lead arranger (in such capacity, each, a “Lead Arranger” and, together, the “Lead Arrangers”) and as a joint bookrunner, MSSF will act as administrative agent (in such capacity, the “Administrative Agent”), and MLPFS will act as syndication agent for the Facilities. It is further agreed that MSSF will appear on the top left of the cover page of any marketing materials for each of the Facilities and will hold the roles and responsibilities conventionally understood to be associated with such name placement. No compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender in connection with the Facilities unless you and the Agents shall so agree.

The Agents reserve the right, prior to or after the execution of definitive documentation for the Facilities, to syndicate all or a portion of the Agents’ commitments hereunder to a group of financial institutions (together with the Agents, the “Lenders”) identified by the Agents in consultation with you and reasonably acceptable to them and you (your consent not to be unreasonably withheld or delayed); provided that, notwithstanding each Agent’s right to syndicate the Facilities and receive commitments with respect thereto, no Agent may assign all or any portion of its commitments hereunder prior to the date of the initial funding under the Senior Facilities (the “Closing Date”) except to any of its affiliates, provided that any such assignment to an affiliate will not relieve the assignor from any of its obligations hereunder unless and until such affiliate shall have funded the portion of the commitment so assigned. Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that the Agents’ commitments hereunder are not subject to syndication of the Facilities. The Agents intend to commence syndication efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Closing Date. You agree actively to assist the Agents in completing a timely syndication that is reasonably satisfactory to them and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking

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relationships and the existing lending and investment banking relationships of the Sponsor and, to the extent practical and appropriate, the Company, (b) direct contact between senior management, representatives and advisors of you, each of the Sponsor and the Company and the proposed Lenders at times mutually agreed upon, (c) assistance by you, the Sponsor and the Company in the preparation of customary Confidential Information Memoranda for the Facilities and other marketing materials to be used in connection with the syndications, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by the Lead Arrangers and, at the request of the Lead Arrangers, the preparation of versions of the Confidential Information Memoranda that do not contain material non-public information concerning the Company, its affiliates or their securities for purposes of United States federal and state and Canadian securities laws (consistent with the paragraph below), (d) prior to the launch of the syndications, using your commercially reasonable efforts to procure corporate ratings for the Borrower and ratings for each of the Facilities and the Notes from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) and (e) the hosting, with the Agents, of one or more meetings of prospective Lenders at times mutually agreed upon. You hereby agree to use commercially reasonable efforts to (i) facilitate the general bank or investor meeting in respect of the Facilities no later than 20 days prior to the Closing Date and (ii) repay in full (a) the Existing Notes within 35 days after the Closing Date and (b) any amount outstanding under the Company’s existing revolving credit facilities on the Closing Date.

You agree, at the request of the Lead Arrangers, to assist in the preparation of a version of the Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either (i) publicly available (or contained in the prospectus or other offering memorandum for the Notes) or (ii) not material with respect to the Borrower, the Company or their respective subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws.

The Lead Arrangers will, in consultation with you, manage all aspects of any syndication, including decisions as to the selection of institutions to be approached (with your consent not to be unreasonably withheld or delayed) and when they will be approached, when their commitments will be accepted, which institutions will participate (with your consent not to be unreasonably withheld or delayed), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Sponsor and the Company to provide) to the Lead Arrangers all customary information with respect to you, the Company and each of your and its respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other forward-looking information, the “Projections”), as the Lead Arrangers may reasonably request. You hereby represent that (a) to the best of your knowledge, all written information and written data other than the Projections and information of a general economic or general industry nature (the “Information”) that has been or will be made available to the Lead Arrangers by you, the Company, the Sponsor or any of your and their respective representatives, taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order

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to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (b) the Projections that have been or will be made available to the Lead Arrangers by you, the Company, the Sponsor or any of your and their respective representatives have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the time the related Projections are made available to the Lead Arrangers. You agree that if at any time prior to the closing of the Facilities any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations will be correct in all material respects under those circumstances. In arranging and syndicating the Facilities, the Lead Arrangers will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof.

As consideration for the commitments of the Agents hereunder and their respective agreements to perform the services described herein, you agree to pay the fees set forth in this Commitment Letter and in the Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances, except as otherwise contemplated by the Fee Letter.

The commitments of the Agents hereunder and their agreement to perform the services described herein are subject to (a) there not having occurred since December 31, 2006 any change or condition that would constitute a “Material Adverse Effect on the Company” as defined in the arrangement agreement pursuant to which the Acquisition is to be consummated, in the execution copy dated as of February 25, 2007 (the “Purchase Agreement”) (any such change or condition described in this paragraph (a) being referred to herein as a “Material Adverse Effect”), (b) prior to and during the syndications of the Facilities on or prior to the Closing Date, there not being any competing issues of debt securities or commercial bank or other credit facilities of you, the Company or any of your or its subsidiaries being offered, placed or arranged (other than the Notes), and (c) the other conditions expressly set forth or referred to in the Term Sheets and the other exhibits hereto; it being understood that there are no conditions (implied or otherwise) to the commitments other than those expressly stated to be conditions.

In addition, the commitments of the Agents hereunder are subject to the negotiation, execution and delivery of definitive documentation with respect to the Facilities (the “Facilities Documentation”), in each case, which shall be consistent with the Term Sheets and consistent with Sponsor Precedent (as defined below); provided that, notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Company, its subsidiaries and their businesses the making of which shall be a condition to availability of the Facilities on the Closing Date shall be (A) such of the representations made by the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate your obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth herein and in the Term Sheets are

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satisfied (it being understood that, to the extent any Guarantee or Collateral (each as defined in Exhibit A hereto) (other than (x) the pledge and perfection of the security interests in capital stock of U.S. and Canadian subsidiaries held by the Borrower or any Guarantor and (y) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code, Personal Property Security Act or equivalent Canadian legislation) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such Guarantee and/or Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed). Those matters that are not covered by or made clear under the provisions of this Commitment Letter are subject to the approval and agreement of the Agents and you; provided that such approvals and agreements shall be in a manner that is consistent with the Term Sheets and consistent with Sponsor Precedent. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheets relating to corporate existence, ownership of Delaware LP, power and authority, the enforceability of the Facilities Documentation, Federal Reserve margin regulations, the Investment Company Act, solvency on the Closing Date and status of the Senior Facilities and Senior Bridge Facility as senior debt. As used herein and in the Term Sheet, “Sponsor Precedent” means leveraged finance transactions led by top-tier private equity sponsors.

You agree (a) to indemnify and hold harmless each of the Agents and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors and assigns of each of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter (including the Term Sheets), the Fee Letter, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing (“Action”), regardless of whether any such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, (ii) arising from a breach of the obligations of such Indemnified Person under this Commitment Letter or (iii) arising out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of yours or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person, and (b) to reimburse the Agents and each Indemnified Person from time to time, upon presentation of a summary statement, for all reasonable out-of-pocket expenses (including but not limited to expenses of the Agents’ due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Agents identified in the Term Sheets and of a single local counsel to the Agents in each relevant jurisdiction), in each case incurred in connection with the Facilities and the preparation of this Commitment Letter, the Fee Letter, the Facilities Documentation and any security arrangements in connection therewith (collectively, the “Expenses”); provided that you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of

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this Commitment Letter, no Indemnified Person shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct or gross negligence of such Indemnified Person or any of its affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing or (ii) any indirect, special, punitive or consequential damages in connection with its activities related to the Facilities. No Indemnified Person seeking indemnification or reimbursement under this Commitment Letter will, without your prior written consent (which consent shall not be unreasonably withheld or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Action referred to herein. You shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened Action against an Indemnified Person in respect of which indemnity has been sought hereunder unless (i) such settlement includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such Action and (ii) does not include any statement as to any admission of fault.

You acknowledge that each Agent and its affiliates may be providing debt financing, underwriting, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests (in the case of MSSF, other than with respect to the transactions described herein). We will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to other companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Agents is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether any Agent has advised or is advising you on other matters, (b) the Agents, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of any Agent, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter and (d) you have been advised that the Agents are engaged in a broad range of transactions that may involve interests that differ from your interests and that no Agent has an obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship.

You further acknowledge that each of the Agents is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Agent may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Borrower, the Company and its subsidiaries and other companies with which you, the Borrower, the Sponsor or the Company or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial

6

instruments so held by any Agent or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

MSSF and its affiliates acknowledge that, until the termination of this letter agreement, they are not and will not provide debt financing, underwriting, equity capital or other services (including financial advisory services) to persons other than you or your affiliates in respect of the acquisition of any portion of the Company or its assets. The foregoing provisions shall not be deemed violated by (x) MSSF or any of its respective affiliates by virtue of its capacity as of the date hereof as a revolving credit lender under a currently existing syndicated revolving credit facility or its hereafter becoming a revolving credit lender in the ordinary course of business under a syndicated revolving credit facility, which facility is not being (and will not be) used to MSSF’s or any of affiliate of MSSF’s knowledge to finance all or a portion of the acquisition of any portion of the Company or its assets, (y) any affiliate of MSSF which makes equity investments in a fund that is participating as an Investor (other than any fund established for the purpose of the acquisition of any portion of the Company or its assets) or (z) MSSF or any of its affiliates participating in the Transaction as an Investor.

Merrill and/or its affiliates have been retained as the sell-side financial advisors (in such capacity, the “Financial Advisor”) to the Company in connection with the Transactions. You agree to any such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor or from Merrill’s and/or its affiliates’ arranging or providing or contemplating arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein. You acknowledge that, in such capacity, the Financial Advisor may recommend to the Company that the Company not pursue or accept your offer or proposal for the Acquisition or advise the Company in other manners adverse to your interests.

This Commitment Letter and the commitments hereunder shall not (except as set forth in the next sentence with respect to the Agents) be assignable by any party hereto (except by you to the ultimate borrower under the Facilities so long as such entity is controlled by the Sponsor) without the prior written consent of each other party hereto (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons) and is not intended to create a fiduciary relationship among the parties hereto. Any and all obligations of, and services to be provided by, each Agent hereunder (including, without limitation, its commitments) may be performed and any and all rights of each Agent hereunder may be exercised by or through any of its affiliates or branches. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Agents and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or by “.pdf” electronic transmission shall be effective as delivery of a manually executed counterpart hereof. You acknowledge that information and documents relating to the Facilities may be transmitted through SyndTrak,

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Intralinks, the internet, e-mail, or similar electronic transmission systems, and, notwithstanding anything herein to the contrary, that each Agent shall not be liable for any damages arising from the unauthorized use by others of information or documents transmitted in such manner unless resulting from such Agent’s gross negligence, bad faith or willful misconduct. This Commitment Letter, together with the Fee Letter dated the date hereof, supersedes all prior understandings, whether written or oral, among us with respect to the Facilities and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State or in any such Federal court and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letter and its terms or substance, or, prior to your acceptance hereof, this Commitment Letter and its terms or substance, or the activities of the Agents pursuant hereto or to the Fee Letter shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Sponsor and to your and their officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Agents consent to such proposed disclosure, (c) the contents of the Term Sheets to any rating agency in connection with the Transactions or (d) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the reasonable advice of your legal counsel; provided that you may disclose this Commitment Letter and the contents hereof (but not the Fee Letter or the contents thereof) (i) to the Company and their respective officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis and (ii) in any prospectus or other offering memorandum related to the Notes or in any proxy statement or other public filing in connection with the Acquisition.

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Each Agent and its affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent each Agent from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case each Agent, to the extent permitted by law, agrees to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over each Agent or any of its affiliates, (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by either Agent or any of its affiliates, (d) to the extent that such information is received by either Agent from a third party that is not to such Agent’s knowledge subject to confidentiality obligations to the Borrower, (e) to the extent that such information is independently developed by either Agent, (f) to each Agent’s affiliates and their employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (g) to potential Lenders, participants or assignees who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) or (h) for purposes of establishing a “due diligence” defense. Each Agent’s obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Facilities upon the initial funding thereunder.

The indemnification, confidentiality, jurisdiction, venue, governing law and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Agents’ commitments hereunder and our agreements to provide the services described herein; provided that your obligations under this Commitment Letter, other than those relating to confidentiality and to the syndication of the Facilities, shall automatically terminate and be superseded by the definitive documentation relating to the Facilities upon the initial funding thereunder (or, in the case any Notes are issued on the Closing Date, upon the initial funding of the Senior Facilities only), and you shall be released from all liability in connection therewith at such time.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), each of the Agents and each other Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address, tax identification number and other information regarding the Borrower that will allow any of the Agents or such Lender to identify the Borrower in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Agents and each Lender.

In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars, you will indemnify the Lenders against any loss incurred by Lenders as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the rate of exchange on the date of such judgment at which the Lenders are able to purchase U.S. dollars with the amount of the Judgment Currency actually received by the Lenders. The foregoing indemnity shall constitute a

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separate and independent obligation of you, shall survive any termination of this commitment, and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into U.S. dollars.

Unless otherwise noted, all references to “$” or “dollars” in the Commitment Letter or the Fee Letter shall be to U.S. dollars.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Administrative Agent executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on March 31, 2007. The Agents’ respective commitments hereunder and agreements contained herein will expire at such time in the event that the Administrative Agent has not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the initial borrowing in respect of the Senior Facilities does not occur on or before October 7, 2007, then this Commitment Letter and the commitments and undertakings of each of the Agents hereunder shall automatically terminate unless each of them shall, in their discretion, agree to an extension. Upon your acceptance of this Commitment Letter, this Commitment Letter shall amend, restate and supersede the Commitment Letter dated February 25, 2007, among MSSF, Merrill, MLPFS and you (provided that all indemnities set forth therein shall survive in accordance with the terms thereof).

[Remainder of this page intentionally left blank]

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The Agents are pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.

Very truly yours,
MORGAN STANLEY SENIOR FUNDING, INC.
By	/s/ John McCann
Name:	John McCann
Title:	Vice President
MERRILL LYNCH CAPITAL CORPORATION
By	/s/ Wissam B. Kairouz
Name:	Wissam B. Kairouz
Title:	Vice President
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By	/s/ Wissam B. Kairouz
Name:	Wissam B. Kairouz
Title:	Director

Accepted and agreed to as of
the date first above written:
MAPLE TREE ACQUISITION CORPORATION
By	/s/ William Logan
Name:	William Logan
Title:	Treasurer
MAPLE TREE ACQUISITION CORPORATION
By	/s/ Stephen Green
Name:	Stephen Green
Title:	President

[SIGNATURE PAGE TO COMMITMENT LETTER]

CONFIDENTIAL EXHIBIT A

Project Maple Tree

$795,000,000 Senior Secured Credit Facilities

Summary of Principal Terms and Conditions

Borrower:

Maple Tree Acquisition Corporation, a corporation incorporated and resident in Canada, that either directly or indirectly owns the stock acquired pursuant to the Acquisition (“CanCo”) and a Delaware limited partnership and a subsidiary of CanCo (the “Delaware LP” and, together with CanCo, the “Borrower”) will be co-borrowers of the Term Facility (as defined below). CanCo will be the borrower of any Canadian dollar portion of the Term Facility and, together with a direct wholly-owned subsidiary of CanCo that is incorporated and resident in Canada (“Amalco”), co-borrowers of the Canadian dollar portion of the Revolving Facility. A direct wholly-owned subsidiary of CanCo (“US Holdco”) that is incorporated in Delaware will be the borrower of the US dollar portion of the Revolving Facility. The Borrower will be the co-borrowers of the Delayed Draw Term Facility. References to the “Borrower” in this Exhibit A shall be construed consistently with the foregoing.

Transaction:

In connection herewith it is intended that (a) CanCo, formed at the direction of Apax Partners, L.P. and/or its affiliates (collectively and together with Morgan Stanley Principal Investments, Inc., the “Sponsor”), will directly or indirectly acquire (the “Acquisition”) all of the capital stock of a company previously disclosed to the Agents (the “Company”) pursuant to an arrangement agreement (the “Purchase Agreement”) entered into in connection therewith, pursuant to which CanCo will acquire all of the issued and outstanding capital stock of the Company; (b) the Sponsor and certain other investors (including members of management) arranged by the Sponsor (collectively, the “Investors”) will directly or indirectly contribute an aggregate amount of cash equity that represents not less than 25% of the aggregate pro forma capitalization of CanCo on the Closing Date (as defined below) (collectively, the “Equity Contribution”); (c) the Borrower will obtain the senior secured credit facilities described below under the caption “Senior Facilities”; (d) the Borrower (as defined in Exhibit B) will either (i) issue up to $345.0 million in aggregate principal amount of its senior unsecured notes (the “Senior Notes”) in a

registered or Rule 144A or other private placement or (ii) if the Borrower does not issue the Senior Notes prior to the date the Acquisition is consummated, borrow up to $345.0 million of senior unsecured increasing rate loans (the “Senior Bridge Loans”) under a new senior unsecured credit facility (the “Senior Bridge Facility”); (e) the Borrower (as defined in Exhibit C) will either (i) issue up to $345.0 million in aggregate principal amount of its senior subordinated notes (the “Senior Subordinated Notes”; and, together with the Senior Notes, the “Notes”) in a registered or Rule 144A or other private placement or (ii) if the Borrower does not issue the Senior Subordinated Notes prior to the date the Acquisition is consummated, borrow up to $345.0 million of senior subordinated unsecured increasing rate loans (the “Subordinated Bridge Loans”; and, together with the Senior Bridge Loans, the “Bridge Loans”) under a new senior subordinated credit facility (the “Subordinated Bridge Facility”; and, together with the Senior Bridge Facility, the “Bridge Facilities”) and (f) the commitments under the Company’s existing revolving credit facilities will be terminated and amounts outstanding thereunder shall be repaid in full and irrevocable notice of prepayment shall be given with respect to the (i) 6.43% senior notes due April 4, 2016, (ii) 5.71% senior notes due April 4, 2011, and (iii) 6.16% senior notes due June 15, 2013, each issued by a subsidiary of the Company (together, the “Existing Notes”) no later than the Closing Date and paid as promptly as practicable thereafter in accordance with the terms of the Existing Notes. The transactions described in this paragraph, together with the transactions related thereto, are collectively referred to herein as the “Transactions”. The aggregate amount of indebtedness of the Company and its subsidiaries, other than the Existing Notes, assumed by CanCo or one of its subsidiaries pursuant to the Transaction will not exceed $15.0 million.

Administrative Agent and Collateral Agent:

Morgan Stanley Senior Funding, Inc. (“MSSF”) will act as sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for a syndicate of financial institutions reasonably acceptable to the Borrower (together with the Agent, the “Lenders”), and will perform the duties customarily associated with such roles. Lenders participating in any Canadian dollar denominated portion of the Revolving Facility shall be (or shall be deemed to be) residents of Canada for Canadian withholding tax purposes.

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Bookrunners and Lead Arrangers:	MSSF and Merrill Lynch, Pierce, Fenner and Smith Incorporated (“MLPFS”) will each act as a joint lead arranger for the Senior Facilities (the “Lead Arranger”) and as a joint bookrunner, and will perform the duties customarily associated with such roles.
Syndication Agent:	MLPFS will act as syndication agent for the Senior Facilities, and will perform the duties customarily associated with such role.
Senior Facilities:	(A) A senior secured term loan facility in an aggregate principal amount of $595.0 million (the “Term Facility”). The Lead Arrangers and the Borrower may agree that a portion of the Term Facility will be denominated in Canadian dollars.
	(B) A delayed draw senior secured term loan facility in an aggregate principal amount of $100.0 million (the “Delayed Draw Term Facility” and, together with the Term Facility, the “Term Facilities”).
	(C) A senior secured multi-currency revolving credit facility in an aggregate principal amount of $100.0 million (the “Revolving Facility” and, together with the Term Facilities, the “Senior Facilities”), of which up to an amount to be agreed will be available in the form of letters of credit. Amounts under the Revolving Facility (including letters of credit) will be available in U.S. dollars and, subject to limits to be agreed upon, Canadian dollars.
	A portion of the Revolving Facility not in excess of an amount to be agreed shall be available for the issuance of Canadian dollar bankers’ acceptances or the making of BA equivalent loans on customary terms.
	In connection with the Revolving Facility, MSSF (in such capacity, the “Swingline Lender”) will make available to the Borrower a swingline facility under which the Borrower may make short-term borrowings of up to an amount to be agreed. Except for purposes of calculating the Commitment Fee described below, any such swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis.

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Each Lender under the Revolving Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.

The Senior Facilities will permit the Borrower to add one or more incremental term loan facilities to the Senior Facilities (each, an “Incremental Term Facility”) and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Facility”; the Incremental Term Facilities and the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities”) in an aggregate amount of up to $200.0 million; provided that (i) no Lender will be required to participate in any such Incremental Facility, (ii) no event of default or default exists or would exist after giving effect thereto, (iii) a senior secured leverage ratio (net of unrestricted cash and cash equivalents) of 4.5x would be satisfied on a pro forma basis for the most recent determination period, after giving effect to such Incremental Facility and other customary and appropriate pro forma adjustment events consistent with the definition of Leverage Ratio (as defined below), including any acquisitions or dispositions or repayment of indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, (iv) the maturity date and weighted average life to maturity of any such Incremental Term Facility shall be no earlier than the maturity date of the Term Facility or shorter than the weighted average life to maturity of the Term Facility, (v) the interest rates and amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder and (vi) any Incremental Revolving Facility shall be on terms and pursuant to documentation applicable to the Revolving Facility and any Incremental Term Facility shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the Term Facilities (except to the extent permitted by clause (iv) or (v) above), they shall be reasonably satisfactory to the Administrative Agent. The Borrower may seek commitments in respect of the Incremental Facilities from existing Lenders (each of which shall be entitled to

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	agree or decline to participate in its sole discretion) and additional banks (in the case of any Incremental Revolving Facility, reasonably acceptable to the Administrative Agent), financial institutions and other institutional lenders who will become Lenders in connection therewith.
Purpose:	(A)    The proceeds of the Term Facility will be used by the Borrower, on the date of the initial borrowing under the Senior Facilities (the “Closing Date”), together with the proceeds of the Notes and/or Bridge Loans, the Equity Contribution and certain cash available on the balance sheet of the Company, solely to pay the consideration for the Acquisition, to refinance existing indebtedness of CanCo and its subsidiaries and to pay costs and expenses related to the Transactions. At the option of the Borrower, the portion of the Term Facility that would have been used to redeem the Existing Notes on the Closing Date will be made available as part of the Delayed Draw Term Facility to fund the subsequent repayment or redemption of the Existing Notes.
	(B)    The proceeds of the loans under the Delayed Draw Term Facility shall be used by the Borrower to fund permitted acquisitions and related fees and expenses, to repay the Revolving Credit Facility to the extent borrowings under the Revolving Credit Facility have been used to fund permitted acquisitions and related fees and expenses, to redeem the Existing Notes and for general corporate purposes. Otherwise, the proceeds of the loans under the Delayed Draw Term Facility may not be used to finance the Transaction or to refinance existing indebtedness of CanCo and its subsidiaries.
	(C)    The letters of credit and proceeds of loans under the Revolving Facility (except as set forth below) will be used by CanCo and its subsidiaries solely for general corporate purposes (including permitted acquisitions).
Availability:	(A)    The Term Facility will be available in a single drawing on the Closing Date. Amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed.

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	(B)    The Delayed Draw Term Facility will be available for drawing for up to five draws of at least $10.0 million on or before the day immediately preceding the second anniversary of the Closing Date; provided that the final draw under the Delayed Draw Term Facility, to the extent that the Delayed Draw Term Facility shall be fully drawn after giving effect to such final draw, can be in an amount of less than $10.0 million. Amounts borrowed under the Delayed Draw Term Facility that are repaid or prepaid may not be reborrowed.
	(C)    Up to an amount to be agreed in loans under the Revolving Facility may be made available on the Closing Date to finance the Transactions and for seasonal working capital needs. Letters of credit may be issued on the Closing Date in order to backstop or replace letters of credit outstanding on the Closing Date under the facilities no longer available to the Borrower as of the Closing Date or for other working capital purposes. Otherwise, loans under the Revolving Facility will be available at any time prior to the final maturity of the Revolving Facility, in minimum principal amounts to be agreed upon. Amounts repaid under the Revolving Facility may be reborrowed.
Interest Rates and Fees:	As set forth on Annex I hereto.
Default Rate:	Any principal or interest payable under or in respect of the Senior Facilities not paid when due shall bear interest at the applicable interest rate plus 2% per annum.
Letters of Credit:	Letters of credit under the Revolving Facility will be issued by MSSF or another Lender or Lenders acceptable to the Borrower and the Administrative Agent (the “Issuing Bank”). Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) the fifth business day prior to the final maturity of the Revolving Facility; provided that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above).

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	Drawings under any letter of credit shall be reimbursed by the Borrower within one business day. To the extent that the Borrower does not reimburse the Issuing Bank within one business day, the Lenders under the Revolving Facility shall be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Facility commitments.
Final Maturity and Amortization:	(A)   Term Facilities The Term Facilities will mature on the date that is seven years after the Closing Date and, subject to the limitations in the second to last paragraph under “Mandatory Prepayments” below, will amortize in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount of (i) the Term Facility and (ii) the funded amount of the Delayed Draw Term Facility, with the balance payable on the seventh anniversary of the Closing Date.
	(B)   Revolving Facility The Revolving Facility will mature on the date that is six years after the Closing Date.
Guarantees:	All obligations of the Borrower (the “Borrower Obligations”) under the Senior Facilities and under any interest rate protection or other hedging arrangements entered into with a Lender or any affiliate of a Lender (“Hedging Arrangements”) and under any cash management arrangements entered into with a Lender or any affiliate of a Lender (“Cash Management Obligations”) will be unconditionally guaranteed jointly and severally on a senior secured basis (the “Guarantees”) by the direct parent company of CanCo (“Holdings”), CanCo and each existing and subsequently acquired or organized direct or indirect wholly-owned subsidiary of CanCo (other than any subsidiaries that would subject the Borrower and its subsidiaries to material adverse tax consequences, unrestricted subsidiaries and certain immaterial subsidiaries to be agreed upon) (the “Subsidiary Guarantors”; and together with Holdings and CanCo, the “Guarantors”). Any guarantees to be issued in respect of the Senior Notes or the Senior Bridge Facility shall be pari passu in right of payment with the obligations under the Guarantees. Any guarantees to be

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	issued in respect of the Senior Subordinated Notes or the Subordinated Bridge Facility shall be subordinated to the obligations under the Guarantees.
Security:	The Borrower Obligations, the Guarantees, any Hedging Arrangements and any Cash Management Obligations with respect to the Borrower Obligations will be secured by substantially all the present and after-acquired assets of the Borrower and each Guarantor (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all of the capital stock of CanCo, (b) a perfected first-priority pledge of all the capital stock held by the Borrower or any Guarantor and (c) perfected security interests in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each Guarantor (including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, material fee-owned real property, intercompany notes and proceeds of the foregoing but excluding (i) all leased property, (ii) motor vehicles, (iii) deposit accounts or other bank or securities accounts and (iv) cash held in trust in respect of insurance company premiums).
	All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with Sponsor Precedent and none of the Collateral shall be subject to any other pledges, security interests or mortgages, subject to customary exceptions consistent with Sponsor Precedent or as otherwise agreed upon. Notwithstanding the foregoing, assets will be excluded from the Collateral in circumstances where the Administrative Agent and the Borrower agree the cost of obtaining a security interest in such assets are excessive in relation to the benefit afforded thereby, or if the granting of a security interest in such asset would be prohibited by contractual anti-assignment or similar clauses not overridden by the UCC or applicable law.
Mandatory Prepayments/Offers to Prepay:	Loans under the Term Facilities shall be prepaid with (a) 50% of Excess Cash Flow (to be defined in a manner consistent with Sponsor Precedent), with step-downs to 25% and 0% based upon achievement of ratios of Total Net Debt (to be defined in a manner consistent with Sponsor Precedent, and in any case net of unrestricted cash and cash equivalents) to consolidated EBITDA (to

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be defined in a manner usual and customary for financings of this kind and consistent with Sponsor Precedent, but in any event to include, for all purposes of the Facilities Documentation, pro forma adjustments (including, without limitation pro forma adjustments for the full-year effect of acquisitions) and add-backs reflected in the Sponsor model (including identified cost savings so long as they are factually supportable based on information in reasonable detail provided to the Administrative Agent), as well as pro forma adjustments and add-backs usual and customary for financings of this kind and consistent with Sponsor Precedent) (the “Leverage Ratio”) as to be agreed upon between the Borrower and the Administrative Agent, (b) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by CanCo and its subsidiaries (including casualty insurance and condemnation proceeds) in excess of an amount to be agreed and subject to the right of the Borrower to reinvest if such proceeds are reinvested (or committed to be reinvested) within 15 months and, if so committed to reinvestment, reinvested within 180 days thereafter, and other exceptions to be agreed upon (it being understood that the mandatory prepayment described in this section (b) shall be structured as an offer to prepay the Term Facilities in a manner customary for Canadian financing transactions) and (c) 100% of the net cash proceeds of issuances of debt obligations of CanCo and its subsidiaries (except the net cash proceeds of any permitted debt).

Notwithstanding the foregoing, during the period commencing on the Closing Date and ending on the date that is five years and one day after the Closing Date (the “Withholding Tax Period”), regularly scheduled amortization payments and mandatory prepayments otherwise required to be applied to outstanding loans under the Term Facility pursuant to clauses (a) or (c) above shall not be required to be applied to the Term Facility if, after giving effect to such application, the aggregate principal amount of the Term Facility so repaid exceeds 25% of the aggregate principal amount of the Term Facility on the Closing Date (such excess amount, the “Excess Prepayment Amount”); provided, that, on the date immediately following the end of the Withholding Tax Period, the Borrower shall prepay a principal amount of the Term Facility that is equal to the

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	Excess Prepayment Amount. The mandatory prepayments with respect to any term loans under the Delayed Draw Term Facility or the Incremental Term Facility shall also be subject to the limitations set forth in this paragraph, provided, that, for purposes of calculating the amount of amortization and mandatory prepayments for purposes of complying with such limitations, each of the term loans under the Delayed Draw Term Facility and each Incremental Term Facility shall be treated as a separate facility (and shall not be aggregated with the Term Facility or any other term loans under the Delayed Draw Term Facility or Incremental Term Facility), and the Withholding Tax Period will commence upon the borrowing of loans under such Delayed Draw Term Facility or Incremental Term Facility. Within the Term Facilities, mandatory prepayments shall be applied to the scheduled installments of principal of the Term Facilities in direct order of maturity.
Voluntary Prepayments and Reductions in Commitments:	Voluntary reductions of the unutilized portion of the Senior Facilities commitments and prepayments of borrowings will be permitted at any time, in minimum principal amounts to be agreed upon, without premium or penalty, subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR borrowings or bankers’ acceptances prior to the last day of the relevant interest period. All voluntary prepayments of the Term Facilities will be applied to the remaining amortization payments under the Term Facilities as directed by the Borrower.
Representations and Warranties:	Usual and customary for financings of this kind and consistent with Sponsor Precedent and limited to the following: corporate status, ownership of Delaware LP, authority and enforceability, no violation of law or agreements, litigation, margin regulations, governmental approvals, labor, regulatory, Investment Company Act, accuracy of disclosure, financial statements and no material adverse change (after the Closing Date), taxes, ERISA, validity and perfection of security interests, subsidiaries, intellectual property, environmental laws, status as senior debt, use of proceeds, properties and consolidated closing date solvency.
Conditions Precedent to Initial Borrowing:	The initial borrowing under the Senior Facilities will be subject to the delivery of customary legal opinions,

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	corporate documents and officers’ certifications (including a certificate of the chief financial officer certifying the solvency of CanCo and its subsidiaries on a consolidated basis) (all such opinions (including as to withholding tax), documents and certifications mutually agreed to be in form and substance consistent with Sponsor Precedent); first-priority perfected security interests in the Collateral (subject to the tenth paragraph of the Commitment Letter) free and clear of all liens other than liens permitted under the definitive documentation; receipt of lien and judgment searches; obtaining of customary insurance broker’s letter naming the Administrative Agent as additional insured or loss payee; and the applicable conditions precedent set forth in Exhibit D to the Commitment Letter.
	The Senior Facilities Documents shall not contain (a) any conditions precedent other than the conditions precedent set forth herein or in Exhibit D to the Commitment Letter or (b) any representation or warranty, affirmative or negative covenant or event of default not set forth in the Commitment Letter or the Exhibits thereto, the accuracy, compliance or absence, respectively, of or with which would be a condition to the initial borrowing under the Senior Facilities.
Conditions Precedent to all Borrowings:	Delivery of notice, accuracy of representations and warranties in all material respects (subject on the Closing Date to the limitations set forth in the Commitment Letter) and, except for the initial borrowings under the Senior Facilities on the Closing Date, absence of defaults.
Affirmative Covenants:	Usual and customary for financings of this kind and consistent with Sponsor Precedent and limited to the following (to be applicable to CanCo and its restricted subsidiaries): maintenance of corporate existence, delivery of financial statements and other information (including budgets, MD&A, notices of default, litigation and other material events), inspections, books and records, existence and maintenance of insurance, payment of taxes, corporate franchises, compliance with laws, changes in fiscal year, ERISA, good repair, additional guarantors and collateral, use of proceeds and further assurances on collateral and guarantee matters.

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Negative Covenants:	Usual and customary for financings of this kind consistent with Sponsor Precedent and limited to the following (to be applicable to CanCo and its restricted subsidiaries; provided that limitations on liens and mergers, acquisitions and asset sales shall also be applicable to Holdings, and passive holding company status shall be applicable to Holdings): limitations on debt, guarantees and hedging arrangements (with exceptions to be agreed for (i) an amount of purchase money debt to be agreed, (ii) assumed debt in connection with an acquisition and (iii) unsecured debt or subordinated debt to finance an acquisition) (it being understood and agreed that earn-out obligations shall not be included in the calculation of debt until at least 30 days after such obligations become contractually due and payable); liens (with unlimited assumed liens on acquired properties in connection with an acquisition); fundamental changes; asset sales (including sale-leaseback transactions); transactions with affiliates; capital expenditures (with capacity for growth and carry-forward provisions); investments, loans and advances (with unlimited permitted acquisitions where the target will become a Guarantor, subject to pro forma compliance with a senior secured leverage ratio (net of unrestricted cash and cash equivalents) of 4.5x with adjustments consistent with the definition of Leverage Ratio, absence of defaults under the definitive credit documentation and other conditions consistent with Sponsor Precedent); dividends or distributions on, or redemptions of, Borrower stock; changes in business; restrictions on distributions from non-Loan Parties; negative pledge clauses on the Borrower or subsidiary Guarantors; changes in partners or residence of partners of Delaware LP; and prepayments of the Senior Subordinated Notes, the Subordinated Bridge Loans or other subordinated debt or material adverse amendments of the Senior Subordinated Notes, the Subordinated Bridge Loans or other subordinated debt documents.
Financial Covenant:	None.
Unrestricted Subsidiaries:	The definitive credit documentation will contain provisions pursuant to which, subject to limitations to be agreed (including customary limitations on investments, loans, advances to, and other investments in, unrestricted subsidiaries), the Borrower will be permitted to designate any existing or subsequently acquired or

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	organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary. Unrestricted subsidiaries will not be subject to the affirmative or negative covenant or event of default provisions of the definitive credit documentation and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining compliance, to the extent applicable, with the negative covenants contained in the definitive credit documentation.
Events of Default:	Events of defaults (including grace periods) usual and customary for financings of this kind consistent with Sponsor Precedent and limited to the following: nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross default and cross acceleration to material indebtedness; bankruptcy; material judgments; ERISA events; actual or asserted invalidity of material guarantees or security documents; and Change of Control (to be defined in a manner consistent with Sponsor Precedent).
Voting:	Amendments and waivers of the definitive credit documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Senior Facilities, except that the consent of each Lender adversely affected thereby shall be required with respect to, among other things, (a) increases in the commitment of such Lender, (b) reductions of principal, interest or fees, (c) extensions of final maturity or the due date of any interest or fee payment, (d) releases of all or substantially all Guarantors or all or substantially all of the Collateral, (e) changes in voting thresholds and (f) modifications to the pro rata sharing provisions.
Cost and Yield Protection:	Usual for facilities and transactions of this type, it being agreed that the documentation will provide customary provisions regarding withholding tax liabilities in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (including customary (for similarly structured transactions) gross-up and indemnity for Canadian withholding tax on the Senior Facilities).

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Assignments and Participations:	The Lenders will be permitted to assign (a) loans under the Term Facilities with the consent of the Borrower (not to be unreasonably withheld or delayed), and (b) loans and commitments under the Revolving Facility with the consent of the Borrower (not to be unreasonably withheld or delayed), the Swingline Lender and the Issuing Bank; provided that no consent of the Borrower shall be required (i) under the Term Facilities if such assignment is made to another Lender or an affiliate or approved fund of a Lender, (ii) under the Revolving Facility if such assignment is made to another Lender under the Revolving Facility or an affiliate or approved fund of such a Lender, or (iii) after the occurrence and during the continuance of a payment or bankruptcy Event of Default; provided, further that the Revolving Facility denominated in Canadian dollars may only be assigned to Lenders that are resident (or deemed resident) in Canada for Canadian withholding tax purposes. All assignments will require the consent of the Administrative Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $1,000,000 with respect to the Term Facilities and $5,000,000 with respect to the Revolving Facility or, in each case, if less, all of such Lender’s remaining loans and commitments of the applicable class. Assignments will not be required to be pro rata among the Senior Facilities.
	The Lenders will be permitted to sell participations in loans and commitments without restriction except that participations in the Canadian dollar denominated portion of the Revolving Facility may only be participated to Canadian Lenders. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments participated to such participants, (b) reductions of principal, interest or fees, (c) extensions of final maturity or the due date of any amortization, interest or fee payment, (d) releases of the guarantees of all or substantially all Guarantors or all or substantially all of the Collateral, (e) changes in voting threshold and (f) modifications to the pro rata sharing provisions. The definitive credit documentation will contain customary yank-a-bank provisions.
Expenses and Indemnification:	If the Closing Date occurs, all reasonable out-of-pocket expenses of the Lead Arrangers and the Agents (without duplication) associated with the syndication of the

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	Senior Facilities and with the preparation, execution and delivery, administration, waiver or modification and enforcement of the definitive documentation for the Senior Facilities (including the reasonable fees, disbursements and other charges of counsel) are to be paid by the Borrower. The Borrower will indemnify the Lead Arrangers, the Agents, and the Lenders and hold them harmless from and against all reasonable costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of the Lead Arrangers, the Agents and the Lenders arising out of or relating to any claim or any litigation or other proceeding (regardless of whether the Lead Arrangers, the Agents or any Lender is a party thereto) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions connected therewith; provided that none of the Lead Arrangers, the Agents or any Lender will be indemnified for any cost, expense or liability to the extent it has resulted from the gross negligence, bad faith or willful misconduct of such person or any of its affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing or a material breach of the definitive documentation by such person.
Governing Law and Forum:	New York.
Counsel to the Agents and Lead Arrangers:	Shearman & Sterling LLP.

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ANNEX I to

EXHIBIT A

Interest Rates:	The interest rates under the Senior Facilities will be as follows:
	Revolving Facility
	At the option of the Borrower, initially, Adjusted LIBOR plus 2.50% or ABR plus 1.50%. From and after the delivery by CanCo to the Administrative Agent of CanCo’s financial statements for the period ending at least one full fiscal quarter following the Closing Date, interest rates under the Revolving Facility shall be subject to reduction based upon the Leverage Ratio and shall be as agreed upon between the Borrower and the Administrative Agent.
	Term Facilities
	At the option of the Borrower, initially, Adjusted LIBOR plus the applicable margin or ABR plus the applicable margin. The applicable margin for the Term Facilities shall be (i) in the case of LIBOR borrowings, 2.50% and (ii) in the case of ABR loans, 1.50%. From and after the delivery by CanCo to the Administrative Agent of CanCo’s financial statements for the period ending at least one full fiscal quarter following the Closing Date, interest rates under the Term Facilities shall be subject to a single reduction based upon the Leverage Ratio and shall be as agreed upon between the Borrower and the Administrative Agent in the Facilities Documentation.
	All Facilities
	The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if available to all relevant Lenders, 9 or 12 months or a shorter period) for LIBOR borrowings.
	Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of either ABR loans based on the Prime Rate or Canadian Prime Rate loans) and interest shall be payable at the end of each interest period and, in any event, at least every 3 months.
	ABR is the Alternate Base Rate, which is the higher of the Administrative Agent’s Prime Rate and the Federal Funds Effective Rate plus 1/2 of 1.0%. Adjusted LIBOR shall include customary Eurodollar reserve requirements, if any.

	Loans made pursuant to the Facilities denominated in Canadian dollars will bear interest based on the Canadian Prime Rate or the BA Discount Rate, as described below, in lieu of ABR or Adjusted LIBOR, respectively.
	Interest based on the Canadian Prime Rate shall be calculated on the basis of the actual number of days elapsed in a year of 365 days. “Canadian Prime Rate” means the higher of (x) prime rate for Canadian dollar loans made to commercial borrowers in Canada by a Canadian lender to be agreed and (y) the average rate for Canadian Dollar bankers’ acceptances (each a “BA”) having a BA period of 1 month quoted on Reuters Service page CDOR “Canadian Interbank Bid BA Rates” plus 1.00% plus the applicable margin.
	Interest will be determined for BA periods to be selected by Borrower of 30, 60, 90 or 180 days (or any other number of days from 1 to 180 with the consent of each applicable Lender) at an annual rate equal to the BA Discount Rate (as defined below) plus stamping fees equal to the applicable margin, calculated on the basis of the actual number of days elapsed in a year of 365 days and payable at the beginning of each interest period. The discounted proceeds of each BA issuance shall net from the discounted proceeds the stamping fee calculated on the face amount of each BA for the selected BA interest period. “BA Discount Rate” means, in respect of a BA being accepted by a Lender on any date: (1) for a Lender that is listed on Schedule I to the Bank Act (Canada), the average Bankers’ Acceptance rate as quoted on the Reuters Screen CDOR Page (the “CDOR Rate”); and (2) for a Lender that is not listed in Schedule I to the Bank Act (Canada), the rate established by the Administrative Agent to be the lesser of (a) the CDOR Rate plus 10 basis points; and (b) the average of the BA rates as quoted to the Administrative Agent by the Canadian reference banks to be agreed.
Letter of Credit Fee:	A per annum fee equal to the spread over Adjusted LIBOR or BA Discount Rate under the Revolving Facility will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the

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	Lenders participating in the Revolving Facility pro rata in accordance with the amount of each such Lender’s Revolving Facility commitment. In addition, the Borrower shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to a percentage per annum to be agreed upon of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.
Commitment Fees:	Commencing on the Closing Date, (i) 0.50% per annum on the undrawn portion of the commitments in respect of the Revolving Facility payable quarterly in arrears after the Closing Date and upon the termination of the commitments, calculated based on the number of days elapsed in a 360-day year and (ii) on the undrawn portion of the commitments in respect of the Delayed Draw Term Facility for (a) the six months from the Closing Date, a per annum fee equal to 50% of the spread over Adjusted LIBOR under the Term Facilities (the “Initial Delayed Draw Term Facility Fee”), (b) the first day after the six-month anniversary until and including the day that is 12 months after the Closing Date, the Initial Delayed Draw Term Facility Fee plus 25 basis points, (c) the first day after the 12 month anniversary until and including the day that is 18 months after the Closing Date, the Initial Delayed Draw Term Facility Fee plus 50 basis points, and (d) thereafter, the Initial Delayed Draw Term Facility Fee plus 75 basis points, such fees to be payable quarterly in arrears and upon the termination or expiration of the commitments, calculated based on the number of days elapsed in a 360-day year.
	From and after the delivery by CanCo to the Administrative Agent of CanCo’s financial statements for the period ending at least one full fiscal quarter following the Closing Date, commitment fees under the Revolving Facility shall be subject to reduction based upon the Leverage Ratio as shall be as agreed upon between the Borrower and the Administrative Agent.

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CONFIDENTIAL EXHIBIT B

Project Maple Tree

$345,000,000 Senior Unsecured Increasing Rate Bridge Loans

Summary of Principal Terms and Conditions¹

Borrower:	Delaware LP (the “Borrower”) and a Delaware corporation and a wholly-owned subsidiary of the Borrower (the “Co-Issuer”).
Bridge Loans:	Senior Unsecured Increasing Rate Bridge Loans (the “Senior Bridge Loans”).
Administrative Agent:	Morgan Stanley Senior Funding, Inc. (“MSSF”) will act as sole and exclusive administrative agent (in such capacity, the “Administrative Agent”), and will perform the duties customarily associated with such role.
Syndication Agent:	Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) will act as syndication agent, and will perform the duties customarily associated with such role.
Uses of Proceeds:	The proceeds of the Senior Bridge Loans will be used by the Borrower on the Closing Date, together with the proceeds of the Term Facility, the Subordinated Bridge Loans, the Notes, the Equity Contribution and certain cash available on the balance sheet of the Company, solely (a) to pay the consideration for the Acquisition, (b) to refinance existing indebtedness of CanCo and its subsidiaries and (c) to pay costs and expenses related to the Transactions.
Principal Amount:	$345.0 million; provided that such amount shall be reduced by the aggregate principal amount of any Senior Notes issued on or prior to the Closing Date.
Ranking:	The Senior Bridge Loans will constitute senior indebtedness of the Borrower.
Guarantees:	Each existing and subsequently acquired or organized guarantor of the Senior Facilities will jointly and severally guarantee the Senior Bridge Loans on a senior unsecured basis, with the guarantee of each such guarantor under the Senior Bridge Facility being pari passu in right of payment with all obligations under the

¹ All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached, including Exhibit A thereto.

	Senior Facilities. Any guarantee will be automatically released upon the release of the corresponding guarantee under the Senior Facilities and any guarantee by Holdings will be released on the Maturity Date.
Interest Rates:	Interest for the first six-month period commencing on the Closing Date shall be payable at the London interbank offered rate (“LIBOR”) for U.S. dollars (for interest periods of 1, 2, 3 or six months, as selected by the Borrower) plus 425 basis points (the “Initial Margin”). Interest for the three-month period commencing at the end of such initial six-month period shall be payable at prevailing LIBOR for the interest period selected by the Borrower plus the Initial Margin plus 50 basis points. Thereafter, interest shall increase by an additional 50 basis points at the beginning of each three-month period subsequent to such initial nine-month period for so long as the Senior Bridge Loans are outstanding.
	Notwithstanding anything to the contrary set forth above, at no time, other than as provided in the second succeeding paragraph, shall the per annum yield on the Senior Bridge Loans exceed 10.50% (the “Total Cap”).
Interest Payments:	Interest on the Senior Bridge Loans will be payable in cash, quarterly in arrears.
Default Rate:	The applicable interest rate plus 2.0% on overdue amounts.
	Notwithstanding anything to the contrary set forth herein, in no event shall any cap or limit on the yield or interest rate payable with respect to the Senior Bridge Loans or Senior Exchange Notes affect the payment of any default rate of interest in respect of any Senior Bridge Loans or Senior Exchange Notes.
Maturity/Refinancing:	The Senior Bridge Loans will mature on the first anniversary of the Closing Date (the “Maturity Date”). On the Maturity Date, if any Senior Bridge Loan has not been previously repaid in full, the Lender in respect of such Senior Bridge Loan shall be committed to extend new debt to the Borrower to enable the Borrower to novate, repay and refinance the Senior Bridge Loans by issuing senior exchange notes having the terms set forth in Annex I hereto (the “Senior Exchange Notes”). The

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	date on which Senior Bridge Loans are exchanged for Senior Exchange Notes is referred to as the “Exchange Date”.
	The Senior Exchange Notes will be issued pursuant to an indenture that will have the terms set forth on Annex I hereto.
Mandatory Prepayment:	The Senior Bridge Loans shall be prepaid at 100% of the outstanding principal amount thereof with, subject to certain agreed exceptions consistent with Sponsor Precedent, (i) the net proceeds from the issuance of the Senior Notes; (ii) the net proceeds from the issuance of any Refinancing Debt (to be defined) or equity securities issued in a public offering by CanCo or any of its restricted subsidiaries (other than equity issuances to the Sponsor and in connection with permitted acquisitions or pursuant to employee benefit plans), with such proceeds being applied to repay the Senior Bridge Loans prior to the repayment of loans outstanding under the Senior Facilities; and (iii) the net proceeds from any non-ordinary course asset sales by CanCo or any of its subsidiaries in excess of amounts either reinvested or required to be paid to the Lenders under the Senior Facilities. The Borrower will also be required to prepay the Senior Bridge Loans following the occurrence of a Change of Control (to be defined in a manner consistent with Sponsor Precedent) at 100% of the outstanding principal amount thereof.
Optional Prepayment:	The Senior Bridge Loans may be prepaid, in whole or in part, at par plus accrued and unpaid interest upon not less than three days’ prior written notice, at the option of the Borrower at any time.
Right to Resell Bridge Loans:	Each Lender shall have the absolute and unconditional right to resell or assign the Senior Bridge Loans or commitments held by it in compliance with applicable law to any third-party at any time; provided that, for the twelve month period commencing on the Closing Date, the consent of the Borrower (not to be unreasonably withheld) shall be required with respect to any assignment that would result in the Agents collectively holding less than 50.1% of the aggregate outstanding principal amount of the Senior Bridge Loans.

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	The Lenders will be permitted to sell participations in the Senior Bridge Loans without restriction. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments participated to such participants, (b) reductions of principal, interest or fees of the commitments participated to such participants, (c) extensions of final maturity of the Senior Bridge Loans of the commitments participated to such participants and (d) releases of all or substantially all the guarantors.
Conditions Precedent to Senior Bridge Loans:	Delivery of customary legal opinions, corporate documents and officers’ certifications (including a certificate of the chief financial officer certifying the solvency of CanCo and its subsidiaries on a consolidated basis) (all such opinions, documents and certifications mutually agreed to be in form and substance consistent with Sponsor Precedent).
	Under the Senior Bridge Loan Documents, the availability of the initial borrowing under the Senior Bridge Facility will also be subject to the applicable conditions precedent set forth in Exhibit D to the Commitment Letter and the terms of the Commitment Letter.
	The Senior Bridge Loan Documents shall not contain (a) any conditions precedent other than the conditions precedent set forth herein or in Exhibit D to the Commitment Letter or (b) any representation or warranty, affirmative or negative covenant or event of default not set forth in the Commitment Letter or the Exhibits thereto, the accuracy, compliance or absence, respectively, of or with which would be a condition to the initial borrowing under the Senior Bridge Facility.
Representations and Warranties:	The definitive documentation relating to the Senior Bridge Loans (the “Senior Bridge Loans Documents”) will contain representations and warranties relating to CanCo and its subsidiaries as are substantially similar to those for the Senior Facilities, with additional representations and warranties usual and customary for bridge loan financings of this type and consistent with Sponsor Precedent to the extent necessary to reflect differences in documentation.
Covenants:	The Senior Bridge Loans Documents will contain such affirmative and negative covenants as are usual and

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	customary for bridge loan financings of this type and consistent with Sponsor Precedent, it being understood and agreed that the covenants of the Senior Bridge Loans (and the Senior Exchange Notes) will be incurrence-based covenants based on those contained in the preliminary offering memorandum or prospectus used to market the Senior Notes prior to the Closing Date; prior to the Maturity Date, the covenants of the Senior Bridge Loans (including the restricted payments covenant) will be more restrictive than those of the Senior Exchange Notes, as reasonably agreed by the Lead Arrangers and the Borrower as customary for financings of this type. There will not be any financial maintenance covenants.
Events of Default:	The Senior Bridge Loans Documents will contain such events of default (including grace periods) as are usual and customary for bridge loan financings of this type and consistent with Sponsor Precedent, consisting of nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross acceleration to material indebtedness; bankruptcy; material judgments; ERISA events; and actual or asserted invalidity of guarantees.
Voting:	Amendments and waivers of the Senior Bridge Loans Documents will require the approval of Lenders holding more than 50% of the aggregate amount of the Senior Bridge Loans, except that the consent of each Lender adversely affected thereby shall be required with respect to (a) reductions of principal, interest or fees payable to such Lender, (b) extensions of final maturity of the Senior Bridge Loans of such Lender and (c) releases of all or substantially all of the guarantors.
Cost and Yield Protection:	Usual for facilities and transactions of this type, it being agreed that the Senior Bridge Loans Documents will provide customary provisions regarding withholding tax liabilities in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (including customary (for similarly structured transactions) gross-up and indemnity for Canadian withholding tax on the Senior Bridge Facility).
Expenses and Indemnification:	If the Closing Date occurs, all reasonable out-of-pocket expenses of the Lead Arrangers and the Agents (without

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	duplication) associated with the syndication of the Senior Bridge Facility and with the preparation, execution and delivery, administration, waiver or modification and enforcement of the definitive documentation for the Senior Bridge Facility (including the reasonable fees, disbursements and other charges of counsel) are to be paid by the Borrower. The Borrower will indemnify the Lead Arrangers, the Agents, and the Lenders and hold them harmless from and against all reasonable costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of the Lead Arrangers, the Agents and the Lenders arising out of or relating to any claim or any litigation or other proceeding (regardless of whether the Lead Arrangers, the Agents or any Lender is a party thereto) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions connected therewith; provided that none of the Lead Arrangers, the Agents or any Lender will be indemnified for any cost, expense or liability to the extent it has resulted from the gross negligence, bad faith or willful misconduct of such person or any of its affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing or a material breach of the definitive documentation by such person.
Governing Law:	New York.
Counsel to the Agents and Lead Arrangers:	Shearman & Sterling LLP.

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ANNEX I to

EXHIBIT B

Senior Exchange Notes

Issue:	The Senior Exchange Notes will be issued under an Indenture capable of being qualified under the Trust Indenture Act of 1939, as amended, and will be available to novate, repay and refinance the Senior Bridge Loans.
Maturity:	The Senior Exchange Notes will mature on the date that is seven and one-half years after the Closing Date.
Interest Rate:	The Senior Exchange Notes will bear interest payable semi-annually at an interest rate per annum (the “Senior Exchange Notes Interest Rate”) equal to the sum of the Exchange Rate determined quarterly plus the Exchange Spread (each determined as set forth below); provided that any Lender holding such Senior Exchange Notes may, if necessary for a bona fide sale of the subject Senior Exchange Notes to a non-affiliated third party, elect to have the interest rate fixed at the rate in effect on such date.
	The “Exchange Rate” means the per annum rate (other than any Default Rate if applicable at such time) in effect for the Senior Bridge Loans on the date immediately prior to the Exchange Date.
	The “Exchange Spread” will equal, with respect to any Senior Exchange Notes, 0.50% during the three-month period commencing on the Exchange Date for such Senior Exchange Notes and shall increase by 0.50% per annum at the beginning of each subsequent three-month period.
	Notwithstanding anything to the contrary set forth above, at no time, other than with respect to any default interest, shall the per annum yield on the Senior Exchange Notes exceed 10.50% (the “Total Cap”).
Mandatory Offer to Repurchase:	The Borrower will be required to make an offer to repurchase the Senior Exchange Notes at par plus accrued and unpaid interest, from the net proceeds (after deduction of, among other things, amounts required to repay the Senior Facilities) of the sale of any non-ordinary course asset sales or other dispositions of property by CanCo and its subsidiaries in excess of an amount to be agreed and subject to the right of the

	Borrower to reinvest if such proceeds are reinvested (or committed to be reinvested) within 15 months and, if so committed to reinvestment, reinvested within 180 days thereafter, and other exceptions to be agreed upon, in each case consistent with high-yield debt securities and consistent with Sponsor Precedent.
	In addition, the Borrower will be required to make an offer to repurchase the Senior Exchange Notes following the occurrence of a Change of Control (to be defined) at a price in cash equal to 101% (or 100% in the case of Senior Exchange Notes the interest rate for which has not been fixed in accordance with the terms hereof) of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase.
Optional Redemption:	If the interest rate on any Senior Exchange Notes has been fixed as set forth above, then, except as set forth below, such Senior Exchange Notes will be non-callable until the fourth anniversary of the Closing Date. Thereafter, each such Senior Exchange Note will be callable at par plus accrued interest plus a premium equal to one half of the coupon on such Senior Exchange Note, which premium shall decline ratably on each subsequent anniversary of the Closing Date to zero on the date that is one and one-half years prior to the maturity of the Senior Exchange Notes.
	Prior to the fourth anniversary of the Closing Date, the Borrower may redeem such Senior Exchange Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the fourth anniversary of the Closing Date plus 50 basis points.
	Prior to the third anniversary of the Closing Date, the Borrower may redeem up to 35% of such Senior Exchange Notes with proceeds from an equity offering at a price equal to par plus the coupon on such Senior Exchange Notes.
	The optional redemption provisions will be otherwise consistent with high-yield debt securities and consistent with Sponsor Precedent.
Defeasance Provisions:	Customary for high-yield debt securities and consistent with Sponsor Precedent.

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Modification:	Customary for high-yield debt securities and consistent with Sponsor Precedent.
Registration Rights:	The Borrower shall not be required to file any shelf registration statement, or any other registration statement to effect a registered exchange offer, under the Securities Act of 1933, as amended (the “Act”), with respect to the Senior Exchange Notes; provided, however, that the Borrower shall be required to provide the information required pursuant to Rule 144A(d) of the Act to the holders of the Senior Exchange Notes.
Covenants:	Customary for high-yield debt securities and consistent with Sponsor Precedent.
Events of Default:	Customary for high-yield debt securities and consistent with Sponsor Precedent.
Cost and Yield Protection:	Usual for facilities and transactions of this type, it being agreed that the Senior Exchange Notes will provide customary provisions regarding withholding tax liabilities in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (including customary (for similarly structured transactions) gross-up and indemnity for Canadian withholding tax on the Senior Exchange Notes).

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CONFIDENTIAL EXHIBIT C

Project Maple Tree

$345,000,000 Senior Subordinated Increasing Rate Bridge Loans

Summary of Principal Terms and Conditions²

Borrower:	Delaware LP (the “Borrower”) and a Delaware corporation and a wholly-owned subsidiary of the Borrower (the “Co-Issuer”).
Bridge Loans:	Senior Subordinated Increasing Rate Bridge Loans (the “Subordinated Bridge Loans”).
Administrative Agent:	Morgan Stanley Senior Funding, Inc. (“MSSF”) will act as sole and exclusive administrative agent (in such capacity, the “Administrative Agent”), and will perform the duties customarily associated with such role.
Syndication Agent:	Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) will act as syndication agent, and will perform the duties customarily associated with such role.
Uses of Proceeds:	The proceeds of the Subordinated Bridge Loans will be used by the Borrower on the Closing Date, together with the proceeds of the Term Facility, the Senior Bridge Loans, the Notes, the Equity Contribution and certain cash available on the balance sheet of the Company, solely (a) to pay the consideration for the Acquisition, (b) to refinance existing indebtedness of CanCo and its subsidiaries and (c) to pay costs and expenses related to the Transactions.
Principal Amount:	$345.0 million; provided that such amount shall be reduced by the aggregate principal amount of any Senior Subordinated Notes issued on or prior to the Closing Date.
Ranking:	The Subordinated Bridge Loans will constitute senior subordinated indebtedness of the Borrower and with subordination provisions consistent with Sponsor Precedent.
Guarantees:	Each existing and subsequently acquired or organized guarantor of the Senior Facilities will jointly and severally guarantee the Subordinated Bridge Loans on a

² All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached, including Exhibit A thereto.

	senior subordinated basis, with the guarantee of each such guarantor under the Subordinated Bridge Facility being subordinated to all obligations under the Senior Facilities and the Senior Bridge Facility. Any guarantee will be automatically released upon the release of the corresponding guarantee under the Senior Facilities and any guarantee by Holdings will be released on the Maturity Date.
Interest Rates:	Interest for the first six-month period commencing on the Closing Date shall be payable at the London interbank offered rate (“LIBOR”) for U.S. dollars (for interest periods of 1, 2, 3 or six months, as selected by the Borrower) plus 525 basis points (the “Initial Margin”). Interest for the three-month period commencing at the end of such initial six-month period shall be payable at prevailing LIBOR for the interest period selected by the Borrower plus the Initial Margin plus 50 basis points. Thereafter, interest shall increase by an additional 50 basis points at the beginning of each three-month period subsequent to such initial nine-month period for so long as the Subordinated Bridge Loans are outstanding.
	Notwithstanding anything to the contrary set forth above, at no time, other than as provided in the second succeeding paragraph, shall the per annum yield on the Subordinated Bridge Loans exceed 12.00% (the “Total Cap”).
Interest Payments:	Interest on the Subordinated Bridge Loans will be payable in cash, quarterly in arrears.
Default Rate:	The applicable interest rate plus 2.0% on overdue amounts.
	Notwithstanding anything to the contrary set forth herein, in no event shall any cap or limit on the yield or interest rate payable with respect to the Subordinated Bridge Loans or Subordinated Exchange Notes affect the payment of any default rate of interest in respect of any Subordinated Bridge Loans or Subordinated Exchange Notes.
Maturity/Refinancing:	The Subordinated Bridge Loans will mature on the first anniversary of the Closing Date (the “Maturity Date”). On the Maturity Date, if any Subordinated Bridge Loan

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	has not been previously repaid in full, the Lender in respect of such Subordinated Bridge Loan shall be committed to extend new debt to the Borrower to enable the Borrower to novate, repay and refinance the Subordinated Bridge Loans by issuing senior subordinated exchange notes having the terms set forth in Annex I hereto (the “Subordinated Exchange Notes”). The date on which Subordinated Bridge Loans are exchanged for Subordinated Exchange Notes is referred to as the “Exchange Date”.
	The Subordinated Exchange Notes will be issued pursuant to an indenture that will have the terms set forth on Annex I hereto.
Mandatory Prepayment:	The Subordinated Bridge Loans shall be prepaid at 100% of the outstanding principal amount thereof with, subject to certain agreed exceptions consistent with Sponsor Precedent, (i) the net proceeds from the issuance of the Senior Subordinated Notes; (ii) the net proceeds from the issuance of any Refinancing Debt (to be defined) or equity securities issued in a public offering by CanCo or any of its restricted subsidiaries (other than equity issuances to the Sponsor and in connection with permitted acquisitions or pursuant to employee benefit plans), with such proceeds being applied to repay, in the case of proceeds from such equity securities, after the required prepayment of loans under the Senior Bridge Facility, the Subordinated Bridge Loans prior to the repayment of loans outstanding under the Senior Facilities; and (iii) the net proceeds from any non-ordinary course asset sales by CanCo or any of its subsidiaries in excess of (x) amounts either reinvested or required to be paid to the Lenders under the Senior Facilities and (y) amounts either reinvested or required to be paid to the Lenders under the Senior Bridge Facility. The Borrower will also be required to prepay the Subordinated Bridge Loans following the occurrence of a Change of Control (to be defined in a manner consistent with Sponsor Precedent) at 100% of the outstanding principal amount thereof.
Optional Prepayment:	The Subordinated Bridge Loans may be prepaid, in whole or in part, at par plus accrued and unpaid interest upon not less than three days’ prior written notice, at the option of the Borrower at any time.

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Right to Resell Bridge Loans:	Each Lender shall have the absolute and unconditional right to resell or assign the Subordinated Bridge Loans or commitments held by it in compliance with applicable law to any third-party at any time; provided that, for the twelve month period commencing on the Closing Date, the consent of the Borrower (not to be unreasonably withheld) shall be required with respect to any assignment that would result in the Agents collectively holding less than 50.1% of the aggregate outstanding principal amount of the Subordinated Bridge Loans. The Lenders will be permitted to sell participations in the Subordinated Bridge Loans without restriction. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments participated to such participants, (b) reductions of principal, interest or fees of the commitments participated to such participants, (c) extensions of final maturity of the Subordinated Bridge Loans of the commitments participated to such participants and (d) releases of all or substantially all the guarantors.
Conditions Precedent to Senior Subordinated Bridge Loans:	Delivery of customary legal opinions, corporate documents and officers’ certifications (including a certificate of the chief financial officer certifying the solvency of CanCo and its subsidiaries on a consolidated basis) (all such opinions, documents and certifications mutually agreed to be in form and substance consistent with Sponsor Precedent).
	Under the Subordinated Bridge Loan Documents, the availability of the initial borrowing under the Subordinated Bridge Facility will also be subject to the applicable conditions precedent set forth in Exhibit D to the Commitment Letter and the terms of the Commitment Letter.
	The Subordinated Bridge Loan Documents shall not contain (a) any conditions precedent other than the conditions precedent set forth herein or in Exhibit D to the Commitment Letter or (b) any representation or warranty, affirmative or negative covenant or event of default not set forth in the Commitment Letter or the Exhibits thereto, the accuracy, compliance or absence, respectively, of or with which would be a condition to the initial borrowing under the Subordinated Bridge Facility.

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Representations and Warranties:	The definitive documentation relating to the Subordinated Bridge Loans (the “Subordinated Bridge Loans Documents”) will contain representations and warranties relating to CanCo and its subsidiaries as are substantially similar to those for the Senior Facilities, with additional representations and warranties usual and customary for bridge loan financings of this type consistent with Sponsor Precedent to the extent necessary to reflect differences in documentation.
Covenants:	The Subordinated Bridge Loans Documents will contain such affirmative and negative covenants as are usual and customary for bridge loan financings of this type and consistent with Sponsor Precedent, it being understood and agreed that the covenants of the Subordinated Bridge Loans (and the Subordinated Exchange Notes) will be incurrence-based covenants based on those contained in the preliminary offering memorandum or prospectus used to market the Senior Subordinated Notes prior to the Closing Date; prior to the Maturity Date, the covenants of the Subordinated Bridge Loans (including the restricted payments covenant) will be more restrictive than those of the Subordinated Exchange Notes, as reasonably agreed by the Lead Arrangers and the Borrower as customary for financings of this type. There will not be any financial maintenance covenants.
Events of Default:	The Subordinated Bridge Loans Documents will contain such events of default (including grace periods) as are usual and customary for bridge loan financings of this type and consistent with Sponsor Precedent, consisting of nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross acceleration to material indebtedness; bankruptcy; material judgments; ERISA events; and actual or asserted invalidity of guarantees.
Voting:	Amendments and waivers of the Subordinated Bridge Loans Documents will require the approval of Lenders holding more than 50% of the aggregate amount of the Subordinated Bridge Loans, except that the consent of each Lender adversely affected thereby shall be required with respect to (a) reductions of principal, interest or fees payable to such Lender, (b) extensions of final maturity

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	of the Subordinated Bridge Loans of such Lender and (c) releases of all or substantially all of the guarantors.
Cost and Yield Protection:	Usual for facilities and transactions of this type, it being agreed that the Subordinated Bridge Loans Documents will provide customary provisions regarding withholding tax liabilities in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (including customary (for similarly structured transactions) gross-up and indemnity for Canadian withholding tax on the Subordinated Bridge Facility).
Expenses and Indemnification:	If the Closing Date occurs, all reasonable out-of-pocket expenses of the Lead Arrangers and the Agents (without duplication) associated with the syndication of the Subordinated Bridge Facility and with the preparation, execution and delivery, administration, waiver or modification and enforcement of the definitive documentation for the Subordinated Bridge Facility (including the reasonable fees, disbursements and other charges of counsel) are to be paid by the Borrower. The Borrower will indemnify the Lead Arrangers, the Agents, and the Lenders and hold them harmless from and against all reasonable costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of the Lead Arrangers, the Agents and the Lenders arising out of or relating to any claim or any litigation or other proceeding (regardless of whether the Lead Arrangers, the Agents or any Lender is a party thereto) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions connected therewith; provided that none of the Lead Arrangers, the Agents or any Lender will be indemnified for any cost, expense or liability to the extent it has resulted from the gross negligence, bad faith or willful misconduct of such person or any of its affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing or a material breach of the definitive documentation by such person.
Governing Law:	New York.
Counsel to the Agents and Lead Arrangers:	Shearman & Sterling LLP.

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ANNEX I to

EXHIBIT C

Subordinated Exchange Notes

Issue:	The Subordinated Exchange Notes will be issued under an Indenture capable of being qualified under the Trust Indenture Act of 1939, as amended, and will be available to novate, repay and refinance the Subordinated Bridge Loans.
Maturity:	The Subordinated Exchange Notes will mature on the date that is eight years after the Closing Date.
Interest Rate:	The Subordinated Exchange Notes will bear interest payable semi-annually at an interest rate per annum (the “Subordinated Exchange Notes Interest Rate”) equal to the sum of the Exchange Rate determined quarterly plus the Exchange Spread (each determined as set forth below); provided that any Lender holding such Subordinated Exchange Notes may, if necessary for a bona fide sale of the subject Subordinated Exchange Notes to a non-affiliated third party, elect to have the interest rate fixed at the rate in effect on such date.
	The “Exchange Rate” means the per annum rate (other than any Default Rate if applicable at such time) in effect for the Subordinated Bridge Loans on the date immediately prior to the Exchange Date.
	The “Exchange Spread” will equal, with respect to any Subordinated Exchange Notes, 0.50% during the three-month period commencing on the Exchange Date for such Subordinated Exchange Notes and shall increase by 0.50% per annum at the beginning of each subsequent three-month period.
	Notwithstanding anything to the contrary set forth above, at no time, other than with respect to any default interest, shall the per annum yield on the Subordinated Exchange Notes exceed 12.00% (the “Total Cap”).
Mandatory Offer to Repurchase:	The Borrower will be required to make an offer to repurchase the Subordinated Exchange Notes at par plus accrued and unpaid interest, from the net proceeds (after deduction of, among other things, amounts required to repay the Senior Facilities) of the sale of any non-ordinary course asset sales or other dispositions of

	property by CanCo and its subsidiaries in excess of an amount to be agreed and subject to the right of the Borrower to reinvest if such proceeds are reinvested (or committed to be reinvested) within 15 months and, if so committed to reinvestment, reinvested within 180 days thereafter, and other exceptions to be agreed upon, in each case consistent with high-yield debt securities and consistent with Sponsor Precedent. In addition, the Borrower will be required to make an offer to repurchase the Subordinated Exchange Notes following the occurrence of a Change of Control (to be defined) at a price in cash equal to 101% (or 100% in the case of Subordinated Exchange Notes the interest rate for which has not been fixed in accordance with the terms hereof) of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase.
Optional Redemption:	If the interest rate on any Subordinated Exchange Notes has been fixed as set forth above, then, except as set forth below, such Subordinated Exchange Notes will be non-callable until the fourth anniversary of the Closing Date. Thereafter, each such Subordinated Exchange Note will be callable at par plus accrued interest plus a premium equal to one half of the coupon on such Subordinated Exchange Note, which premium shall decline ratably on each subsequent anniversary of the Closing Date to zero on the date that is two years prior to the maturity of the Subordinated Exchange Notes.
	Prior to the fourth anniversary of the Closing Date, the Borrower may redeem such Subordinated Exchange Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the fifth anniversary of the Closing Date plus 50 basis points.
	Prior to the third anniversary of the Closing Date, the Borrower may redeem up to 35% of such Subordinated Exchange Notes with proceeds from an equity offering at a price equal to par plus the coupon on such Subordinated Exchange Notes.
	The optional redemption provisions will be otherwise consistent with high-yield debt securities and consistent with Sponsor Precedent.

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Defeasance Provisions:	Customary for high-yield debt securities and consistent with Sponsor Precedent.
Modification:	Customary for high-yield debt securities and consistent with Sponsor Precedent.
Registration Rights:	The Borrower shall not be required to file any shelf registration statement, or any other registration statement to effect a registered exchange offer, under the Securities Act of 1933, as amended (the “Act”), with respect to the Subordinated Exchange Notes; provided, however, that the Borrower shall be required to provide the information required pursuant to Rule 144A(d) of the Act to the holders of the Subordinated Exchange Notes.
Covenants:	Customary for high-yield debt securities and consistent with Sponsor Precedent.
Events of Default:	Customary for high-yield debt securities and consistent with Sponsor Precedent.
Cost and Yield Protection:	Usual for facilities and transactions of this type, it being agreed that the Subordinated Exchange Notes will provide customary provisions regarding withholding tax liabilities in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (including customary (for similarly structured transactions) gross-up and indemnity for Canadian withholding tax on the Subordinated Exchange Notes).

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EXHIBIT D

Project Maple Tree

$795,000,000 Senior Secured Credit Facilities

$345,000,000 Senior Unsecured Increasing Rate Bridge Facility

$345,000,000 Senior Subordinated Increasing Rate Bridge Facility

Summary of Additional Conditions Precedent

Except as otherwise set forth below, the initial borrowing under each of the Facilities shall be subject to the following additional conditions precedent:

1. The Acquisition shall have been consummated in accordance with the terms of the Purchase Agreement, without giving effect to any amendments or waivers thereto that are materially adverse to the Lenders without the reasonable consent of the Administrative Agent and irrevocable notice of prepayment of the Existing Notes shall have been given.

2. The Equity Contribution shall have been consummated in at least the amount set forth in the Term Sheet for the Senior Facilities, which to the extent constituting other than common equity interests shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Administrative Agent to the extent material to the interests of the Lenders.

3. The Administrative Agent shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least 45 days before the Closing Date.

4. The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of CanCo as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements).

5. With respect to the Bridge Facilities, (a) the investment banks underwriting the Notes each shall have received, not later than 20 days prior to the Closing Date, a complete printed preliminary prospectus or preliminary offering memorandum or preliminary private placement memorandum suitable for use in a customary “high-yield road show” relating to the Notes which contains all financial statements and other financial data required to be included therein (excluding information required by Regulation S-X Rule 3-10, but including, unless otherwise agreed, all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 71 or No. 100, as applicable) and all appropriate pro forma financial statements prepared in accordance with, or reconciled to, U.S. GAAP and prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and, except as otherwise agreed by such investment banks and excluding information required by Regulation S- X Rule 3-10, all other data (including selected financial data) that the Securities and Exchange

Commission would require in a registered offering of the Notes or that would be necessary for such investment banks to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Notes) and (b) such investment banks shall have been afforded a period of at least 20 days (provided that such period shall not include any day from and including July 2, 2007 through and including July 8, 2007 and from and including August 15, 2007 through and including September 3, 2007) following receipt of the material described in clause (a) to seek to place the Notes with qualified purchasers thereof.

6. With respect to the Senior Facilities, all documents and instruments required to perfect the Administrative Agent’s security interest in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing, and none of the Collateral shall be subject to any other pledges, security interest or mortgages, except for liens permitted under the Facilities Documentation; provided, however that with respect to any Collateral, if the creation or perfection of the Administrative Agent’s security interest in such Collateral (other than (x) the pledge and perfection of the security interests in capital stock of U.S. or Canadian subsidiaries held by the Borrower or any Guarantor and (y) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code, Personal Property Security Act or equivalent Canadian legislation) may not be accomplished prior to the Closing Date without the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for perfection of such security interests shall not constitute a condition precedent to the effectiveness and/or initial borrowings under the Senior Facilities if the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests pursuant to arrangements to be mutually agreed. For the avoidance of doubt, it is agreed that this condition 6 is subject in all respects to the tenth paragraph of the Commitment Letter.

7. The Administrative Agent shall have received all documentation and other information that is reasonably requested in writing by the Administrative Agent at least five business days prior to the Closing Date in order to allow the Administrative Agent to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

8. Payment of all fees and expenses due and payable on the Closing Date to the Agents pursuant to the Fee Letter.

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EX-99.(C)(1)

Exhibit (c)(1)

February 24, 2007

Board of Directors

Hub International Limited

55 East Jackson Boulevard

Chicago, IL 60604

Members of the Board of Directors:

Hub International Limited, a Canadian corporation (the “Company”), and Maple Tree Acquisition Corporation, a British Columbia corporation (“Parent”), an entity formed by funds advised by and affiliated with Apax Partners, L.P. and Apax Partners Worldwide LLP, together with funds affiliated with Morgan Stanley Strategic Investments, Inc. (collectively, the “Acquiror”), propose to enter into an Arrangement Agreement (the “Agreement”), to be dated as of February 25, 2007, pursuant to which Parent will acquire, on the terms and subject to the conditions set out in the Agreement and the plan of arrangement prepared pursuant thereto, all of the Company’s outstanding common shares, no par value (the “Company Shares”), for US$40.00 per share, net to the seller in cash (the “Consideration”) (the “Transaction”).

We understand that as part of the Transaction, certain employees and officers of the Company and its subsidiaries (collectively, the “Rollover Investors”) will enter into agreements pursuant to which they will contribute their Company Shares, stock options and/or restricted share units to Parent or one of its affiliates in exchange for shares of capital stock of Parent or such affiliate.

You have asked us whether, in our opinion, the Consideration to be received by the holders of the Company Shares (the “Public Holders”, which definition excludes (a) the Acquiror and its affiliates and (b) the Rollover Investors) pursuant to the Transaction is fair from a financial point of view to such Public Holders.

In arriving at the opinion set forth below, we have, among other things:

(1) Reviewed certain publicly available business and financial information relating to the Company that we deemed to be relevant;

(2) Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of the Company furnished to us by the Company;

(3) Conducted discussions with members of senior management and representatives of the Company concerning the matters described in clauses 1 and 2 above;

(4) Reviewed the market prices, trading activity and valuation multiples for the Company Shares and compared them with those of certain publicly traded companies that we deemed to be relevant;

(5) Reviewed the results of operations of the Company and compared them with those of certain publicly traded companies that we deemed to be relevant;

(6) Compared the proposed financial terms of the Transaction with the financial terms of certain other transactions that we deemed to be relevant;

(7) Participated in certain discussions and negotiations among representatives of the Company and the Acquiror and their financial and legal advisors;

(8) Reviewed drafts as of February 23, 2007 of the Agreement, a Voting Agreement between Fairfax Financial Holdings Limited and Parent, the equity financing commitments to be provided by certain equity investors to the Acquiror and a debt financing commitment letter executed by certain lenders; as well as certain other related documents (collectively, the “Transaction Documents”); and

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(9) Reviewed such other financial studies and analyses and took into account such other matters as we deemed necessary, including our assessment of general economic and market and monetary conditions.

In preparing our opinion, we have assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to us, discussed with or reviewed by or for us, or publicly available, and we have not assumed any responsibility for independently verifying such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities of the Company, nor have we evaluated the solvency or fair value of the Company under any laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or facilities of the Company. With respect to the financial forecast information furnished to or discussed with us by the Company, we have assumed that they have been reasonably prepared and reflect the best currently available estimates and judgment of the Company’s management as to the expected future financial performance of the Company. We have also assumed that the final forms of the Transaction Documents will be substantially similar to the last drafts reviewed by us.

Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to us as of, the date hereof.

In connection with the preparation of this opinion, we have not been authorized by the Company or the Board of Directors to solicit, nor have we solicited, third-party indications of interest for the acquisition of all or any part of the Company, but we note that we expect to be authorized in accordance with the Agreement to solicit such indications of interest for a prescribed period (the “Go-shop Period”) following the execution of the Agreement, subject to the terms, conditions and procedures set forth therein.

We are acting as financial advisor to the Company in connection with the Transaction and will receive a fee from the Company for our services, which is contingent upon the consummation of the Transaction. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. We are assisting the Acquiror in obtaining funds, through debt financing, in connection with the Transaction. In addition, we have established a financing team which has developed preliminary financing terms which may be shared and discussed with one or more potential purchasers during the Go-shop Period. We may have also, in the past, provided financial advisory and financing services to the Company, the Acquiror and/or one or more of their affiliates and may continue to do so and have received, and may receive, fees for the rendering of any such services. In addition, in the ordinary course of our business, we may actively trade the Company Shares and other securities or related financial instruments of the Company, as well as securities or related financial instruments of the Acquiror or affiliates of the Acquiror for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

This opinion is for the use and benefit of the Board of Directors of the Company. Our opinion does not address the merits of the underlying decision by the Company to engage in the Transaction, does not address the merits of other possible alternative transactions and does not constitute a recommendation to any shareholder as to how such shareholder should vote on the proposed Transaction or any matter related thereto. In addition, you have not asked us to address, and this opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than the Public Holders.

On the basis of and subject to the foregoing, we are of the opinion that, as of the date hereof, the Consideration to be received by the Public Holders pursuant to the Transaction is fair from a financial point of view to such Public Holders.

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

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EX-99.(C)(2)

Exhibit (c)(2)

Scotia Capital Inc.

Scotia Plaza

40 King Street West

Box 4085, Station “A”

Toronto, Ontario

Canada M5W 2X5

February 24, 2007

The Special Committee of the Board of Directors

- and -

the Board of Directors

Hub International Limited

55 East Jackson Boulevard

Chicago, Illinois 60604

To the Special Committee and the Board of Directors:

Scotia Capital Inc. (“Scotia Capital”) understands that Hub International Limited (“Hub” or the “Company”) has received a proposal from Apax Partners LLP and Morgan Stanley Principal Investments, Inc. (together, the “Sponsors”) pursuant to which an affiliate of the Sponsors, Maple Tree Acquisition Corporation (“Maple Tree”), will acquire all of the outstanding common shares of Hub (the “Shares”) by way of a plan of arrangement (the “Arrangement”). Pursuant to the Arrangement, the holders of Shares other than certain management shareholders (the “Shareholders”), would receive consideration of $40.00 per Share in cash (the “Consideration”). The terms of the Arrangement and the agreement (the “Arrangement Agreement”) relating to the proposed transaction are to be more fully described in a disclosure document, which will be mailed to Shareholders (the “Disclosure Document”).

Background and Engagement of Scotia Capital

A special committee (the “Special Committee”) of independent directors of Hub formally engaged Scotia Capital through an agreement dated February 7, 2007 (the “Engagement Agreement”) to provide such opinions as to the fairness of the Arrangement or alternative transactions as may be requested by the Special Committee. The terms of the Engagement Agreement provide that Scotia Capital is to be paid a fee of $1,000,000 for the provision of the Opinion (defined below), which is to be payable regardless of whether the Arrangement is successfully completed. In addition, Scotia Capital is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by the Company in certain circumstances.

The Special Committee has requested that Scotia Capital provide its opinion (the “Opinion”) as to the fairness, from a financial point of view, of the consideration to be paid to the Shareholders, other than members of the Company’s senior management team that will be entering into roll-over agreements (the “Roll-Over Agreements”) with Maple Tree in connection with the Arrangement, (those members of the management team being the “Roll-Over Shareholders”, and the other Shareholders being the “Public Shareholders”) pursuant to the Arrangement. The Special Committee has not instructed Scotia Capital to prepare, and Scotia Capital has not prepared, a formal valuation of the Company or any of its securities or assets, and the Opinion should not be construed as such. Scotia Capital has, however, conducted such analyses as it considered necessary in the circumstances to prepare and deliver the Opinion. This Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of the Investment Dealers Association of Canada, but the Association has not been involved in the preparation or review of this Opinion.

The Scotia Capital Trademark represents the corporate and investment banking businesses of The Bank of Nova Scotia, Scotia Capital Inc. and Scotia Capital (USA) Inc. – all members of the Scotiabank Group. Scotia Capital Inc. is a subsidiary of The Bank of Nova Scotia.

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Subject to the terms of the Engagement Agreement, Scotia Capital consents to the inclusion of the Opinion in its entirety and a summary thereof in the Disclosure Document and to the filing of the Opinion, as necessary, with the securities commissions, stock exchanges and other similar regulatory authorities in Canada and in the United States.

Credentials of Scotia Capital

Scotia Capital represents the global corporate and investment banking and capital markets business of Scotiabank Group (“Scotiabank”), one of North America’s premier financial institutions. In Canada, Scotia Capital is one of the country’s largest investment banking firms with operations in all facets of corporate and government finance, mergers and acquisitions, equity and fixed income sales and trading and investment research. Scotia Capital has participated in a significant number of transactions involving private and public companies and has extensive experience in preparing fairness opinions.

The Opinion expressed herein represents the opinion of Scotia Capital as a firm. The form and content of the Opinion have been approved for release by a committee of directors and other professionals of Scotia Capital, all of whom are experienced in merger, acquisition, divestiture, fairness opinion and valuation matters.

Independence of Scotia Capital

Scotia Capital is a wholly-owned subsidiary of Scotiabank. None of Scotia Capital or any of its affiliated entities (i) is an issuer insider, associate or affiliate (as such terms are defined for the purposes of Ontario Securities Commission Rule 61-501 and Quebec Securities Commission Regulation Q-27, and the companion policies thereto (the “Rules”) of Hub, the Sponsors, Maple Tree, or any of their respective associates or affiliates, (ii) is an advisor to the Sponsors, Maple Tree or any of their respective associates or affiliates in connection with the Arrangement, (iii) is a manager or a co-manager of a soliciting dealer group for the Arrangement (or a member of the soliciting dealer group for the Arrangement providing services beyond the customary soliciting dealer’s functions or receiving more than the per security or per security holder fees payable to other members of the group), or (iv) has a material financial interest in the completion of the Arrangement.

Scotia Capital has not provided any financial advisory services or led any financing involving the Company, the Sponsors, Maple Tree or any of their respective associates or affiliates within the past 24 months, other than services provided under the Engagement Agreement.

There are no understandings, agreements or commitments between Scotia Capital, or any affiliated entity of Scotia Capital, on the one hand, and the Company, the Sponsors, Maple Tree or any of their respective associates or affiliates on the other hand, with respect to any future business dealings. Scotiabank will not be participating in any lending syndicate providing financing with respect of the Arrangement. Scotia Capital may, in the future, in the ordinary course of its business, perform financial advisory, investment banking or corporate lending services for the Company, the Sponsors, Maple Tree or for any of their respective associates or affiliates.

Scotia Capital acts as a trader and dealer, both as principal and agent, in the financial markets in Canada, the United States and elsewhere and, as such, it and Scotiabank, may have had and may have positions in the securities of the Company or any of its associates or affiliates from time to time and may have executed or may execute transactions on behalf of such companies or clients for which it receives compensation. As an investment dealer, Scotia Capital conducts research on securities and may, in the ordinary course of business, provide research reports and investment advice to its clients on investment matters, including with respect to the Company or any of its affiliates, or the Arrangement.

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Scope of Review

In preparing the Opinion, Scotia Capital has reviewed, considered and relied upon, without attempting to verify independently the completeness or accuracy thereof, among other things:

(a) a draft Arrangement Agreement dated February 23, 2007;

(b) draft voting agreement (the “Voting Agreement”) dated February 23, 2007 between Maple Tree and Fairfax Financial Holdings Limited (“Fairfax”);

(c) draft Roll-Over Agreements;

(d) the debt and equity financing commitment letters related to the Arrangement;

(e) draft Sponsor guarantees;

(f) annual reports of the Company for the fiscal years ended December 31, 2003, 2004 and 2005;

(g) draft 10-K for the Company for the fiscal year ended December 31, 2006;

(h) the Notice of Annual Meeting of Shareholders and the Management Information Circular of the Company for the fiscal years ended December 31, 2003, 2004 and 2005;

(i) audited financial statements of the Company for the fiscal years ended December 31, 2003, 2004 and 2005;

(j) internal Company financial reporting package for the 12-month period ended December 31, 2006;

(k) the Company’s budget for the fiscal year ending December 31, 2007;

(l) the Company’s financial projections for the 2008, 2009, 2010, 2011, 2012 and 2013 fiscal years;

(m) various detailed internal Company management reports;

(n) discussions with senior management of the Company;

(o) discussions with the Company’s financial advisors;

(p) discussions with the Company’s legal counsel;

(q) discussions with the Company’s auditors;

(r) public information relating to the business, operations, financial performance and stock trading history of the Company and other selected public companies considered by us to be relevant;

(s) public information with respect to other transactions of a comparable nature considered by us to be relevant;

(t) representations contained in separate certificates addressed to Scotia Capital, as of the date hereof, from senior officers of the Company as to the completeness, accuracy and fair presentation of the information upon which the Opinion is based; and

(u) such other corporate, industry and financial market information, investigations and analyses as Scotia Capital considered necessary or appropriate in the circumstances.

Scotia Capital has not, to the best of its knowledge, been denied access by the Company to any information requested by Scotia Capital.

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Prior Valuations

The Company has represented to Scotia Capital that, to the best of its knowledge, there have been no prior valuations (as defined for the purposes of the Rules) of the Company or any of its material assets or subsidiaries prepared within the past twenty-four (24) months.

Assumptions and Limitations

The Opinion is subject to the assumptions, explanations and limitations set forth below.

Scotia Capital has, subject the exercise of its professional judgment, relied, without independent verification, upon the completeness, accuracy and fair presentation of all of the financial and other information, data, advice, opinions and representations obtained by it from public sources, or that was provided to us, by the Company, and of its associates and affiliates and advisors (collectively, the “Information”), and we have assumed that this Information did not omit to state any material fact or any fact necessary to be stated to make that information not misleading. The Opinion is conditional upon the completeness, accuracy and fair presentation of such Information. With respect to the Company’s financial projections provided to Scotia Capital by management of the Company and used in the analysis supporting the Opinion, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgements of management of the Company as to the matters covered thereby, and in rendering the Opinion we express no view as to the reasonableness of such forecasts or budgets or the assumptions on which they are based.

Senior management of the Company have represented to Scotia Capital in certificates delivered as at the date hereof, among other things, that to the best of their knowledge (a) the Company has no information or knowledge of any facts public or otherwise not specifically provided to Scotia Capital relating to the Company or any of its subsidiaries or affiliates which would reasonably be expected to affect materially the Opinion; (b) with the exception of forecasts, projections or estimates referred to in (d), below, the written Information provided to Scotia Capital by or on behalf of the Company in respect of the Company and its subsidiaries or affiliates, in connection with the Transaction is or, in the case of historical information or data, was, at the date of preparation, true and accurate in all material respects, and no additional material, data or information would be required to make the data provided to Scotia Capital by the Company not misleading in light of circumstances in which it was prepared; (c) to the extent that any of the Information identified in (b), above, is historical, there have been no changes in material facts or new material facts since the respective dates thereof which have not been disclosed to Scotia Capital or updated by more current Information that has been disclosed; and (d) any portions of the Information provided to Scotia Capital which constitute forecasts, projections or estimates were prepared using the assumptions identified therein, which, in the reasonable opinion of the Company, are (or were at the time of preparation) reasonable in the circumstances.

The Opinion is rendered on the basis of the securities markets, economic, financial and general business conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company and its subsidiaries and affiliates, as they were reflected in the Information. In its analyses and in preparing the Opinion, Scotia Capital made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, which Scotia Capital believes to be reasonable and appropriate in the exercise of its professional judgment, many of which are beyond the control of Scotia Capital or any party involved in the Arrangement.

For the purposes of rendering the Opinion, Scotia Capital has also assumed that the representations and warranties of each party contained in the Arrangement Agreement are true and correct in all material respects and

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that each party will perform all of the covenants and agreements required to be performed by it under the Arrangement and that Hub will be entitled to fully enforce its rights under the Arrangement and receive the benefits therefrom. Scotia Capital has also assumed that the final form of the Arrangement Agreement, Roll-Over Agreements and Voting Agreement will be substantially the same as the last draft reviewed by Scotia Capital. Finally, Scotia Capital has assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Arrangement will be obtained without any meaningful adverse effect on Hub or the contemplated benefits of the Arrangement to Hub.

The Opinion has been provided for the use of the Special Committee and Board of Directors of the Company. Scotia Capital specifically disclaims any opinion as to the fairness of the Arrangement to the Roll-Over Shareholders or the consideration offered to Roll-Over Shareholders. The Opinion is given as of the date hereof, and Scotia Capital disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Scotia Capital after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date hereof, Scotia Capital reserves the right to change, modify or withdraw the Opinion.

The Opinion is not to be construed as a recommendation to any Shareholder as to whether to vote their Shares in favour of the Arrangement.

Value Considerations

In support of the Opinion, Scotia Capital has performed certain value analyses on the Company, based on the methodologies and assumptions that Scotia Capital considered appropriate in the circumstances for the purposes of providing its Opinion. As part of the analyses and investigations carried out in the preparation of the Opinion, Scotia Capital reviewed and considered the items outlined under “Scope of Review”.

In the context of the Opinion, Scotia Capital has relied upon the following methodologies:

(i) Discounted cash flow approach (“DCF Approach”); and

(ii) Precedent Transactions Approach (as defined below).

The DCF Approach employed by Scotia Capital involved the calculation of the enterprise value of the Company by discounting to a present value the unlevered free cash flows (“UFCFs”) of the Company expected to be generated between January 1, 2007 and December 31, 2021 as well as a terminal value, determined as at December 31, 2021, such value also having been discounted to a present value. In determining the UFCFs, Scotia Capital reviewed management prepared projected financial statements for the Company for 2007 to 2013 (the “Company Forecast”). In addition to the Company Forecast, Scotia Capital discussed the prospects for the Company, with senior management of the Company, for years 2014 to 2021. Scotia Capital also reviewed certain other industry and financial market information. To arrive at an equity value for the Company, Scotia Capital then deducted from this enterprise value the net debt of the Company, adjusted as appropriate on a fully diluted basis. The projected UFCFs of the Company were discounted at the estimated weighted average cost of capital for the Company, calculated based upon the Company’s after-tax cost of debt and equity and weighted based upon an assumed optimal capital structure for the Company. Scotia Capital also considered potential net synergies that a third-party could realize, and therefore pay for, from the acquisition of 100% of the Company including, but not limited to, benefits arising from revenue enhancement and cost savings. As part of the DCF Approach, Scotia Capital performed sensitivity analyses on certain key assumptions, including, but not limited to, discount rates, terminal growth rates, revenue growth rates and EBITDA margins.

5

Scotia Capital also compared the proposed financial terms of the Transaction to corresponding financial terms, to the extent publicly available, of selected transactions in the commercial insurance brokerage industry (the “Precedent Transactions Approach”). When considering the Precedent Transactions Approach, Scotia Capital considered enterprise value to last twelve (12) months EBITDA to be the primary valuation metric.

Fairness Considerations

In preparing the Opinion, Scotia Capital has considered, among other things, the following factors:

(a) the fact that the Consideration represented a premium of 16.0% over the closing price per Share on the New York Stock Exchange (the “NYSE”) on February 23, 2007, the trading day immediately preceding the date of this Opinion and a premium of 19.9% over the volume weighted average price per Share on the NYSE over the 20 trading days immediately preceding the date of this Opinion;

(b) the implied transaction multiples derived from the Consideration are in line with precedent transaction multiples;

(c) the Consideration is within the range of values for the Shares as indicated by the discounted cash flow analysis conducted by Scotia Capital;

(d) the fact that the Arrangement will provide Public Shareholders with immediate liquidity; and

(e) the commitment of Fairfax, holder of 25.9% of the Shares, who, pursuant to the Voting Agreement, has agreed to vote in favour of the Arrangement Agreement.

Conclusion

Based upon and subject to the foregoing and such other matters as we considered relevant, Scotia Capital is of the opinion that, as of the date hereof, the consideration to be paid to the Public Shareholders pursuant to the Arrangement is fair from a financial point of view.

Yours very truly,

SCOTIA CAPITAL INC.

6

EX-99.(C)(7)

Exhibit (c)(7)

Presentation to the Board of Directors Regarding:

Project Maple Tree

January 25, 2007

Project Maple Tree

Overview of the Current Situation

Management was approached by Apax Partners, unsolicited, to consider a leveraged buyout of the Company in conjunction with management of the Company

Apax first met with the Company in early January with an expression of interest

Based on public information, Apax initially suggested it would consider a 20% premium to the stock price at the time, indicating a value of approximately US$37.67 per share

Apax executed a confidentiality agreement and management provided non public information to Apax the last two weeks

Apax met with management in Chicago during the week of January 15, 2007

Supplementary information was provided to Apax over recent weeks in support of their assessment of the Company

Apax made a preliminary proposal to management on January 23, 2007 of US$40.00 per share

Implies an aggregate fully diluted purchase price (including the cost of options and restricted stock units) of $1.7 billion 1

Project Maple Tree

Summary of Proposal Made by Apax Partners Acquiror Apax Partners Worldwide LLP and Apax Partners, L.P.

Additional equity investors yet to be identified

Transaction Structure Acquisition of 100% of the common stock of Maple Tree

Purchase Price $40.00 per share in an all cash transaction

Financing Equity – Apax will underwrite 60% of the total equity requirement as the lead investor

Debt – Committed debt financing of approximately $1.1bn received from Merrill and Morgan Stanley

“Go-Shop” Period Ability to solicit competing proposals for a “reasonable period” after signing

“Customary” break-up fee and the right for Apax to match a competing proposal

Exclusivity Two weeks, extending daily until terminated by the Company with 7 days notice

Management Arrangements Management requested to roll-over approximately 50% of existing equity into acquisition

Aggregate option pool representing 10% of the fully-diluted equity of the Company, with a strike price equal to the acquisition price

Conditions to Proposal Confirmatory diligence – business, accounting, legal, IT, pensions, benefits, HR and insurance matters

Execution of definitive agreements – acquisition, employment, management equity subscription, stock option plan

Timing Announcement – upon execution of definitive agreements on or about February 23, 2007

Closing – second quarter 2007

Approvals for Completion Maple Tree Board and shareholder approval

Canadian and U.S. antitrust approval; Investment Canada 2

Project Maple Tree

Overview of Apax Partners

Global reach with over 115+ investment professionals worldwide

Established in 1969 in the US and 1977 in Europe

Total assets managed of more than $20 billion

Consistent sector focus across all geographies

Retail, Tech, Healthcare, Media, Financial & Business Services

Current active investment funds of $7 billion

In the process of raising a $10 billion+ global fund

Typical investment horizon of three to seven years

Target equity investments of $80 – $600 million

Stockholm Munich Zurich Paris Milano Madrid Menlo Park New York Tel Aviv Hong Kong Select 2006 Transactions Company Value Description €900mm Administrators gaming, betting and lottery operations for the Italian State

$190mm TV broadcasting company with leading networks in six Central and Eastern European countries reaching approximately 82 million people

$1.6bn Designs, sources and markets men’s and women’s apparel. Through licensing offers related accessories, footwear, fragrance, and home furnishings Apax Working Team

Stephen Green – Leads Financial & Business Services sector team globally and sits on Apax Approval Committee

Mitch Truwit – Leads Financial & Business Services group in the US since joining Apax in 2006; formerly CEO of Orbitz and COO of Priceline.com Billy Logan – Joined Apax in 1997 from Morgan Stanley Real Estate Fund

Adam Burgoon – Joined Apax in 2001. Formerly at Gleacher and Merrill Lynch 3

Project Maple Tree

Apax Partners – Financial Services Experience Overview

One of Apax’s five core industry sectors

More than $1.3bn of equity capital invested over last ten years

Team of 15 investment professionals worldwide

Distribution a key investment theme: where they believe that customer ownership is a key value driver in financial services

Selected Investments

Investment Value

($mm) Revenue

($mm) Business Description

$1,800 $580 Leading global provider of foreign exchange services

$580 $320 Italian financial services distribution network and asset manager

$935 $60 Provider of second mortgages through telephone and internet channels in the UK

$195 $150 World’s largest provider of VAT refund services, operating in 37 countries

Not disclosed $80 Market leading provider of digital workspaces (virtual data rooms) 4

Project Maple Tree Maple Tree Performance Price Performance

Comparable Trading Statistics YTD 2007 3 months 1 year 3 years

Maple Tree 4.8% 7.7% 23.5% 86.7% Middle Market Brokers (1) (0.4%) (0.7%) 1.2% 21.9%

Global Brokers (2) 0.1% 3.6% 0.9% (14.7%) S&P 500 1.5% 4.6% 13.7% 24.6%

$34.00 $32.00 $30.00 $28.00 $26.00 $24.00 +23.5% 1/24/06 3/25/06 5/25/06 7/25/06 9/24/06 11/24/06 1/24/07

Equity Enterprise Price / Enterprise Value / Value Value 2007E 2006E 2006E 2007E

Company ($ mm) ($ mm) (3) EPS Revenue EBITDA EBITDA Global Brokers

Marsh & McLennan $ 16,578 $ 19,979 16.7 x 1.68 x 11.6 x 9.8 x Aon Corp. 10,840 12,722 13.5 1.41 9.0 7.8

Willis Group 6,495 6,976 15.5 2.89 11.5 10.3

Mean 15.2 x 1.99 x 10.7 x 9.3 x Middle Market Brokers Brown & Brown $ 3,923 $ 4,130 19.5 x 4.67 x 11.8 x 10.3 x

A. J. Gallagher 2,832 2,601 16.3 1.70 10.6 9.3 Hilb Rogal & Hobbs 1,510 1,599 16.0 2.25 8.5 7.6

U.S.I. Holdings 963 1,223 12.8 2.19 10.3 8.7 Mean 16.2 x 2.70 x 10.3 x 9.0 x

Maple Tree (FirstCall) $ 1,301 $ 1,340 17.1 x 2.44 x 9.1 x 7.6 x

Source: FactSet and Wall Street research.

(1)Includes AJG, BRO, HRH and USIH. (2)Includes AOC, WSH, and MMC.

(3)Enterprise value is defined as market value plus net debt and preferred stock as of the latest quarter balance sheet date. 5

Project Maple Tree US$40.00 Per Share Offer Price

Implied Multiples ($ in millions, except per share data) $40.00 Offer Price Per Share

Equity value (1) $ 1,579.2 Plus: Net effect of dilutive securities (2) 102.6

Fully diluted equity value $ 1,681.8 Plus: Debt at 12/31/06E (3) 166.6 Less: Unrestricted cash at 12/31/06E (100.0)

Enterprise value $ 1,748.4 Enterprise value multiple of: FirstCall Mgmt. FirstCall Mgmt.

2006E Revenue $ 548.1 $ 543.9 3.19x 3.21x 2007E Revenue 639.5 645.3 2.73x 2.71x

2006E EBITDA 147.2 146.7 11.9x 11.9x 2006E Adjusted EBITDA (4) 158.3 157.7 11.0x 11.1x

2007E EBITDA 175.7 187.1 10.0x 9.3x Equity value multiple of:

2006E Net income (5) $63.0 $ 64.6 26.7x 26.0x 2007E Net income (6) 80.6 84.9 20.9x 19.8x

Implied Premiums Premium to Price $40.00 Offer Current (1/24/07) $ 32.90 21.6%

1 Week prior (1/17/07) $ 30.80 29.9% 52 Week intraday high (1/24/07) $ 33.02 21.1%

3 Month average (10/24/06) $ 30.69 30.3% 6 Month average (7/24/06) $ 29.64 35.0%

1 Year average (1/24/06) $ 28.20 41.8% (1) Based on 39.479 million shares outstanding as of 12/31/06.

(2) Includes 0.889 million options with a strike price $15.67 and 0.130 million options with a strike price of $13.79 calculated using the treasury stock method and 1.940 million restricted stock units. (3) Assumes $22.0 million of Talbot earnout financed with debt.

(4) Includes $11.1million in EBITDA related to the 2006 time period prior to completion of acquisitions closed in 2006. (5) FirstCall based on mean EPS estimate of $1.61 per share multiplied by 39.152 million weighted average fully diluted shares. (6) FirstCall based on mean EPS estimate of $1.92 per share multiplied by 41.919 million weighted average fully diluted shares. 6

Disclaimers

Merrill Lynch prohibits (a) employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change such rating or price target, as consideration or inducement for the receipt of business or for compensation, and (b) Research Analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investor clients.

This proposal is confidential, for your private use only, and may not be shared with others (other than your advisors) without Merrill Lynch’s written permission, except that you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the proposal and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. For purposes of the preceding sentence, tax refers to U.S. federal and state tax. This proposal is for discussion purposes only. Merrill Lynch is not an expert on, and does not render opinions regarding, legal, accounting, regulatory or tax matters. You should consult with your advisors concerning these matters before undertaking the proposed transaction. 7

EX-99.(C)(8)

Exhibit (c)(8)

Project Maple Tree

Presentation to the Special Committee

February 8, 2007

1

Table of Contents

Sections

1. Situation Overview

2. Process Considerations

3. Valuation Framework

4. Scotia Capital’s Team

Situation Overview

3

Our Understanding

We understand that the Board has received a proposal (the “Offer”) from Apax Partners

Worldwide LLP and Apax Partners L.P. (together, .Apax.) to acquire all of the outstanding common shares (the “Shares”) of the Company from the holders of the Shares (the Shareholders.) (the “Transaction”).

We also understand that the Committee has been appointed to consider the Offer and to make a recommendation respecting the Offer to the Board following the completion of its review process.

We further understand that the Offer may be subject to the formal valuation and minority

approval requirements of the Ontario Securities Commission Rule 61-501 and the

corresponding policy of the Quebec Securities Commission (collectively, .Rule 61-501.).

Finally, we understand that the Committee has chosen to engage Scotia Capital to provide

an opinion (the “Opinion”) as to the fairness of the consideration under the Offer, from a

financial point of view, to holders of the Shares other than the Company.s senior

management team (the “Public Shareholders”), to act as financial advisor to the Committee in connection with the Offer, and and if requested, to provide a formal valuation of the Shares under Rule 61-501 (the .Valuation.).

The purpose of this initial presentation to the Committee is to discuss:

The current proposal by Apax; Process considerations; and Valuation framework.

4

Key Terms of the Offer Situation Overview Go-shop. provision Fiduciary out for superior proposal Break fee Right to match Support Agreement

2 week period, extending automatically day-by-day unless terminated by Hub with 7 days notice Exclusivity Period Acquisition of 100% of the outstanding common shares of the Company

To be effected through a merger, amalgamation or other similar business combination of the Company and a new company to be formed by Apax (“Acquisitionco”) or a subsidiary thereof All cash $40.00 per Share Stated Offer Price Form of Consideration Structure

Process Considerations

6

Scope of Engagement Scotia Capital will provide to the Committee the following services, as appropriate:

Review the details of the Offer and information related to the business, operations and financial performance of the Company, including: Analyses of historical financial results;

Management-prepared forecasts and capital expenditure requirements; Sensitivity analyses on these types of information as well as the other information to be made available to Scotia Capital for the purpose of this due diligence and analysis; and

Prior valuations.

Review financial, market and industry information and conduct other analyses as it considers relevant and appropriate in the circumstances.

Provide financial advice to the Committee with respect to the Offer.

If requested by the Committee, meet with Apax to discuss matters relevant to the Offer, and otherwise assist the Committee in its dealings with Apax and Public Shareholders in connection with the Offer.

Prepare for presentation to the Committee, and for delivery as part of the information to be mailed to

Shareholders in connection with the Offer, the Opinion, and if requested, the Valuation.

The Opinion and Valuation will be prepared in accordance with securities regulatory requirements and will be based on such analysis as Scotia Capital considers appropriate for the determination of the Opinion, subject to the review by a committee of senior professionals at Scotia Capital.

If requested by the Committee, attend meetings of the Committee or the Board of Directors called to review the work performed by Scotia Capital in preparing the Opinion. Process Considerations

7

Fairness Considerations Process Considerations

. How many Shareholders have or will agree to voting agreements Voting Agreement

. We must understand the nature of any previous discussions, if any, regarding

alternative transactions

. We must understand the process that led to the current Offer

Prior Process

. The proposed transaction may require compliance with the requirements of

Rule 61-501

. Under the scenario whereby differing forms of considerations are offered to

different shareholders, relative fairness may become an issue

Rule 61-501 Issues

. Some form of market test will be required to give the Committee and

Shareholders comfort on value

. .Go-shop. process will need to be sufficiently robust giving potential buyers a

reasonable opportunity to consider an alternative transaction

. Break fee, right to match and other provisions could impact ability to generate

a realistic market test

Procedural Fairness

. Other Shareholders will expect a full and fair price

. Financial fairness and procedural fairness will be the key considerations

. Shareholders are demanding increasing levels of transparency in sale

processes and board decision making

Interests of the Public

Shareholders

Due Diligence Considerations Key Factors

. In assessing the fairness of the consideration offered by Apax to the Public Shareholders,

from a financial point of view, Scotia Capital will have to consider the following factors:

8

Timetable Process Considerations

February 1 Initial approach of Scotia Capital by the Committee

Week of February 5 Process kickoff and gathering of information on Hub

February 6-7 Dialogue with Company’s financial advisor

February 8 Initial presentation to the Committee

February [12-13] Information session with executive management of Hub

February 15 Scotia Capital to present to its Opinion Review Committee

February 16 Scotia Capital to present preliminary views of value to the

Committee

February 22 Delivery of formal Opinion by Scotia Capital

February 23 Announcement of Transaction and initiation of “go-shop” process

February March

S M T W T F S S M T W T F S

1 2 3 1 2 3

4 5 6 7 8 9 10 4 5 6 7 8 9 10

11 12 13 14 15 16 17 11 12 13 14 15 16 17

18 19 20 21 22 23 24 18 19 20 21 22 23 24

25 26 27 28 25 26 27 28 29 30 31

Valuation Framework

10

Methodology

The subject matter of the Opinion will be valued in accordance with the following:

Fair Market Value: .The monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm.s length with the other and under no compulsion to act.

No downward adjustment to reflect liquidity, the effect of the transaction, or the lack of a controlling interest.

Several valuation methodologies will be considered in determining a range of fair market values for the Company.s shares.

Valuation Framework

Consideration of prior valuations by third parties Prior Valuations

Analysis is only as good as the comparables and the chosen premium

Ability to use relevant universe of pure-play public companies

Relevance varies with the comparability of the target companies, time period and industry dynamics

Useful for checking the relevance of DCF results

Explicitly takes into account the amount, timing and relative certainty of future cash flows for each of Hub.s business segment

. Ability to account for changing industry dynamics and trends

Preliminary Observations

Discounted Cash Flow

Precedent Transactions

Publicly-Traded

Comparable Companies

Valuation Methodology

11

Discounted Cash Flow Method

. We would leverage our existing knowledge of the Company in preparing our analysis. Key operational considerations to be reviewed:

. Foreign exchange impact on financial results Foreign Exchange

New hubs/organic growth plan in the United States and Canad Growth from prior year acquisitions Growth from future acquisitions

Growth Perspectives by Segment

Identify and quantify potential synergies realizable by strategic parties Synergies

Reserve requirements to fund potential earn-out payments from prior year and future acquisitions Contingency Payments

. Terms of lease agreements. Other off-balance sheet assets and liabilities (incl. contingent liabilities) . Ensuring that all the key assumptions are reasonable Other Considerations. Historical trend of pricing and margin improvements. Future expectations of pricing and margin improvements. Nature of Contingent commissions and volume overrides

Operating Costs and Margins. General economic outlook and trends/opportunities in sector. Review of Hub.s competitive positioning within each of its segments Overall Insurance Brokerage Sector Dynamics Considerations Key Value Drivers Valuation Framework

Scotia Capital.s Team

13

Dedicated and Experienced Team. The following individuals represent the team for this assignment:. Execution team . 6 years of investment banking experience Burhan Khan

Director, Investment Banking. Execution team . 1 year of mergers & acquisitions experience Nigel Smith Analyst, Mergers & Acquisitions. Execution team . 2 years of mergers & acquisitions experience Jamie Vallance Analyst, Mergers & Acquisitions. Senior executive coverage and overall team responsibility. Over 25 years of investment banking experience mostly in the financial institutions sector John Sherrington Vice-Chairman, Head of Financial Institutions. Execution team . 9 years of mergers & acquisitions experience Bryce Stewart Director, Mergers & Acquisitions. Execution team. 10 years of mergers & acquisitions and investment banking experience focused on the insurance sector

David Skurka Managing Director, Investment Banking. Execution team . 12 years of mergers & acquisitions experience Vik Sharma

Managing Director, Mergers & Acquisitions. 16 years of mergers & acquisitions and investment banking experience Experience. Chair of Scotia Capital Opinion Review Committee. Execution team James O.Sullivan Managing Director, Head of Mergers & Acquisitions Responsibility Individual Scotia Capital.s Team

EX-99.(C)(9)

Exhibit (c)(9)

Confidential Draft

Project Maple Tree

Presentation to the Special Committee

February 16, 2007

1

Confidential Draft

Table of Contents

Sections

1. Situation Overview

2. Scotia Capital.s Process

3. Preliminary Financial Analysis

4. Fairness Considerations

Appendix

1. Overview of Hub International

Confidential Draft

Situation Overview

3

Confidential Draft

Our Understanding. We understand that the Board of Directors (the .Board.) of Hub has received a proposal (the .Proposal.) from Apax Partners Worldwide LLP and Apax Partners L.P. (together, .Apax.) to acquire all of the outstanding common shares (the .Shares.) of the Company from the holders of the Shares (the .Shareholders.) (the .Transaction.). We also understand that the Committee has been appointed to consider the Proposal and to make a recommendation respecting the Proposal to the Board following the completion of its review process. We further understand that the Proposal may be subject to the formal valuation and minority approval requirements of the Ontario Securities Commission Rule 61-501 and the corresponding policy of the Quebec Securities Commission (collectively, .Rule 61-501.). Finally, we understand that the Committee has chosen to engage Scotia Capital to, if requested, provide an opinion (the .Opinion.) as to the fairness of the consideration under the Proposal, from a financial point of view, to holders of the Shares other than the Company.s senior management team (the .Public Shareholders.), to act as financial advisor to the Committee in connection with the Proposal, and and if requested, to provide a formal valuation of the Shares under Rule 61-501 (the .Valuation.). The purpose of this initial presentation to the Committee is to discuss:

The current proposal by Apax;

Provide preliminary views on value and fairness Situation Overview

4

Confidential Draft

Key Terms of the Proposal Situation Overview. Go-shop. provision. Fiduciary out for superior proposal. Break fee

1.25% of equity value during .Go-shop. period 3.00% of equity value outside of .Go-shop. period

Support Agreement. Acquisition of 100% of the outstanding common shares of the Company. To be effected through a merger, amalgamation or other similar business combination of the Company and a new company to be formed by Apax (.Acquisitionco.) or a subsidiary thereof All cash. $40.00 per Share

Proposal

Stated Proposal Price

Form of Consideration

Structure

Terms

5

Confidential Draft

Assessment of the Proposal

(1) Based on company reports and management projections, includes all outstanding contingency payments

(2) Estimates from I/B/E/S

(3) 2006E Pro forma run-rate EBITDA and EPS from acquisitions. Estimates from management projections, adjusted to remove earnings from forecasted acquisition post-2006 Situation Overview Implied Capitalization (US$, million except per share amounts) Offer Price $40.00

Recent Share Price $33.17

% Premium 20.6%

Basic Shares Outstanding 39.5

Add: In-the-Money Options 1.0

Add: Restricted Share Units 2.0

FD Shares Outstanding 42.5

FD Market Capitalization at Offer Price $1,698.1 Add: Debt $144.6 Add: Contingent Payments(1) $83.3 Less: Cash ($99.2) Less: Cash from options ($15.7) Enterprise Value $1,811.2 Implied Values Financial Overview EBITDA EPS EBITDA EPS 2006E $147.2 $1.61 $160.4 $1.66 2007E $175.7 $1.92 $174.2 $1.85 Multiples Implied by Offer EV/EBITDA P/E EV/EBITDA P/E 2006E 12.3x 24.8x 11.3x 24.1x 2007E 10.3x 20.8x 10.4x 21.6x December 31, 2006 Street Estimates(2) Management(3)

Confidential Draft

Scotia Capital.s Process

7

Confidential Draft

Role of Scotia Capital Scotia Capital has been retained by the Committee to provide the following services, as appropriate:

Review the details of the Proposal and information related to the business, operations and financial performance of the Company, including: Analyses of historical financial results;. Management-prepared forecasts and capital expenditure requirements;. Sensitivity analyses on these types of information as well as the other information to be made available to Scotia Capital for the purpose of this due diligence and analysis; and. Prior valuations Review financial, market and industry information and conduct other analyses as it considers relevant and appropriate in the circumstances Provide financial advice to the Committee with respect to the Proposal If requested by the Committee, meet with Apax to discuss matters relevant to the Proposal, and otherwise assist the Committee in its dealings with Apax and Public Shareholders in connection with the Proposal Prepare for presentation to the Committee, and for delivery as part of the information to be mailed to Shareholders in connection with the Proposal if requested, the Opinion, and if requested, the Valuation. The Opinion and Valuation would be prepared in accordance with securities regulatory requirements and would be based on such analysis as Scotia Capital considers appropriate for the determination of the Opinion, subject to the review by a committee of senior professionals at Scotia Capital If requested by the Committee, attend meetings of the Committee or the Board of Directors called to review the work performed by Scotia Capital in preparing the Opinion and Valuation Scotia Capital.s Process

8

Confidential Draft

Scope of Review. For the purposes of developing our preliminary views, in order to provide the Opinion, if requested, we have, among other things:

Reviewed publicly-available financial statements and other business and financial information of, or concerning, the Company;

Reviewed selected internal financial statements and other business and financial information of the Company including forward-looking projections and material non-public information provided to us by the Company including, without limiting the generality of the foregoing, the Company.s management projections and revisions thereof;

Participated in meetings and discussions with representatives of the Company to discuss the business, operations, financial position and certain other financial and operating data of the Company;

Reviewed the reported prices and trading history for the Shares as compared to the reported prices and trading histories, we deemed relevant;

Compared the financial performance of the Company with that of certain other publicly-traded companies we deemed relevant;

Compared the proposed financial terms of the Proposal to corresponding financial terms, to the extent publicly-available, of selected transactions we deemed relevant; Performed such other financial studies, analyses and investigations and considered such other factors as we deemed necessary Scotia Capital.s Process

9

Confidential Draft

Scope of Review . Outstanding Items. Prior to delivering an Opinion and Valuation, we will need to perform the following, among other things:

Review and discuss our preliminary views with the Committee;

Discussions with legal counsel and auditors regarding matters pertaining to the Company and the

Proposal;

Finalize our due diligence;

Reconfirm our understanding of management.s long-term acquisition strategy

Refine our analyses to the extent we deem appropriate;

Obtain an executed Certificate from Senior Officers of Hub providing certain representations regarding information provided to Scotia Capital; Review the definitive terms of the Proposal as well as a draft offering circular to be mailed to Shareholders Draft and finalize the Opinion and Valuation Scotia Capital.s Process

Confidential Draft

Preliminary Financial Analysis

11

Confidential Draft

Methodology

. The Shares would be valued in accordance with the following: Fair Market Value: .The monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm.s length with the other and under no compulsion to act.

No downward adjustment to reflect liquidity, the effect of the transaction, or the lack of a controlling interest Several valuation methodologies would be considered in determining a range of fair market values for the Shares Preliminary Financial Analysis Explicitly takes into account the amount, timing and relative certainty of future cash flows for each of Hub.s business segment Ability to account for changing industry dynamics and trends High Discounted Cash Flow Compares the offer price relative to historical trading levels of the Company.s shares as well as volume weighted cost basis While not a primary valuation methodology, this analysis provides insights into market reaction to the Proposal

Medium Trading

Analysis

Medium

Medium

Relevance Analysis is only as good as the comparables Ability to use relevant universe of pure-play public companies Relevance varies with the comparability of the target companies, time period and industry dynamics Useful for checking the relevance of DCF results Preliminary Observations Precedent Transactions Publicly-Traded Comparable Companies Valuation Methodology

12

Confidential Draft

Trading Analysis . Historical Share Price

A $40.00 cash Proposal represents a reasonable premium to the recently achieved

52-week high

Hub Trading Analysis(1)

(1) VWAP calculated using NYSE volume and price

Source: Bloomberg $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00

Feb-05 May-05 Aug-05 Nov-05 Feb-06 May-06 Aug-06 Nov-06 Feb-07

Price (US$)

Price Offer 52-Week Low 52-Week High 20-Day VWAP 60-Day VWAP

Implied

Premium $40.00 $24.80 $33.50 $32.83 $31.84 $33.17 20.6% 61.3% 19.4% 21.8% 25.6% 52-week High 60-day VWAP 52-week Low 20-day VWAP Offer Price Preliminary Financial Analysis

13

Confidential Draft 1.4 2.9 3.5 9.5 5.3 3.5 — 0.4 0.0 2.0 4.0 6.0 8.0 10.0 $16.00 - $18.50 $18.50 - $21.00 $21.00 - $23.50 $23.50 - $26.00 $26.00 - $28.50 $28.50 - $31.00 $31.00 - $33.50 $33.50 - $36.00 $36.00 - $38.50 $38.50 - $41.00

Volume (millions) 0% 20% 40% 60% 80% 100%

Cumulative volume (%)

Trading Analysis . Float Turnover

One Turn of Market Float(1)

July 25, 2005 to February 14, 2007

Float Outstanding (1): 26,480,720

Average Daily Volume (NYSE/TSX): 62,970/4,422

Volume-Weighted Average Close(2): US$27.28

Number of Days: 393

(1) Float calculated using basic shares outstanding less management and Fairfax ownership. Aggregate of NYSE and TSX volume

(2) VWAP based on NYSE price and volume Apax.s Proposal represents a premium of approximately 47% to the volumeweighted average close over the float turnover period VWAP: $27.28 Current Price: $33.17 Proposal Price: $40.00 Preliminary Financial Analysis

14

Confidential Draft

Publicly Traded Comparable Companies

Scotia Capital reviewed a series of publicly traded North American insurance brokers

Multiples of publicly traded companies do not represent en bloc value (i.e. control)

Hub.s trading multiples appear lower than North American peers

Based on a selected range of multiples of 8.0x.11.0x and 15.0x-20.0x for EV/EBITDA and P/E respectively, the implied value of Hub would be $27.82-$42.46 per share

(1) 2007E Management projections, adjusted to remove earnings from forecasted acquisitions

Preliminary Financial Analysis

(US$) Selected Multiples Implied Per Share Value

Low High Low High

EV/2007E EBITDA(1) 8.0x 11.0x $30.16 $42.46

P/2007E EPS(1) 15.0x 20.0x $27.82 $37.10

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Selected Publicly Traded Comparable Companies

(1) Enterprise value includes regulatory settlements and pension and related liabilities. Adjusted for after-tax proceeds from Putnam sale

(2) Pro forma shares repurchased in Q4/06. Enterprise value includes securization and pension and related liabilities

(3) Market capitalization net of shares repurchased in Q4/06

(4) Enterprise value includes future contingency payments

(5) Pro forma January 2007 acquisitions. Enterprise value includes earnouts payable and off-balance sheet commitments

(6) Enterprise value includes litigation related liabilities and accrued compensation related liabilities

(7) Estimates from I/B/E/S

(8) Based on company information, estimates from management projections adjusted to remove earnings from forecasted acquisitions

Preliminary Financial Analysis

07/08 Net Debt/

Share Market EBITDA Margins EPS 2007E

(US$ millions, except share price) Price Cap. EV 2007E 2008E 2007E 2008E 2007E 2008E Growth EBITDA 14-Feb-07 Marsh & McLennan Companies(1) $29.38 $16,218 $18,100 9.6x 8.9x 16.0x 13.9x 15.7% 16.8% 15.0% 1.0x Aon Corp.(2) $38.80 $12,263 $16,645 10.1x 9.4x 14.5x 12.9x 17.9% 18.7% 12.3% 2.7x Willis Group Holdings(3) $40.85 $6,303 $6,840 10.0x 9.1x 15.2x 13.3x 26.3% 27.5% 14.5% 0.7x Brown & Brown(4) $28.43 $4,007 $4,333 11.0x 9.8x 20.1x 17.8x 40.2% 40.9% 13.1% 0.8x Arthur J Gallagher & Co.(5) $29.13 $2,916 $2,806 11.0x 9.2x 16.3x 16.3x 15.4% 17.7% 0.3% (0.4x) Hilb Rogal & Hobbs Co.(6) $43.05 $1,581 $1,718 7.9x 7.5x 16.5x 15.5x 27.4% 27.6% 6.5% 0.6xAverage 9.9x 9.0x 16.4x 14.9x 23.8% 24.9% 10.3% 0.9x

Hub International(7) $33.17 $1,408 $1,521 8.7x n.a. 17.3x n.a. 27.5% n.a. n.a. 0.6x

Hub International (at offer price)(8) $40.00 $1,698 $1,811 10.4x 9.7x 21.6x 19.7x 28.8% 29.5% 9.3% 0.6x

EV / EBITDA Price/Earnings

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Selected Precedent Transactions Analysis

. Precedent transactions analysis is based upon the multiples implied by prior transactions in the North American insurance broker sector

Prior transactions by Hub were also reviewed

Scotia Capital reviewed certain public information regarding industry transactions and considered a range of multiples that are appropriate for assessing Hub

Such multiples implicitly reflect a premium for control In identifying appropriate transactions, Scotia Capital considered, among other things, size, nature of the business model, margins and recent and future growth prospects Scotia Capital is of the view that there are relatively few truly meaningful and recent comparable transactions based on the aforementioned criteria

We have nonetheless observed transaction multiples of approximately 10.0x .. 11.0x LTM EBITDA

Preliminary Financial Analysis

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Selected Precedent Transactions Analysis

(1) LTM financial results adjusted for one-time charges and pro forma acquisitions made during the LTM period. Forward for year-end 2007. 1-day prior premium based on October 24,

2006 share price when USIH announced formation of special committee. Includes mid-point of estimated contingent payments

(2) Financial results adjusted for one-time charges. Transaction value includes preferred shares

(3) Consortium included Actis Capital, Caisse de Depot et Placement and Ontario Teachers Pension Plan. Financials shown in US$. Premiums to prices prior to June 7, 2006, date on which

the company announced sale process

(4) Transaction value and multiples from street research

(5) Financials from company press release and street research. Forward for year-end 2002

(6) Forward multiples based on 2001 estimates from street research. Premium to 1-day prior share price though review of strategic alternative announced November 2000

(7) C$, forward for year-end 2000

(8) Transaction value from press release. Financials are historical from Willis Group Holdings initial public offering documents, June, 2001. Premium based on ADR.

(9) Transaction value includes restricted share units. Multiples based on financials from Management projections less acquired earnings. Premiums to January 25, 2007 Source: Company reports, Bloomberg, Capital IQ, estimates from street research There are relatively few public acquisitions of comparable size to Hub.s transaction (US$, millions unless otherwise noted) Date Target Acquiror Transaction Value LTM Revenue Forward Revenue LTM EBITDA Forward EBITDA LTM EPS Forward EPS 1-Day Prior 20-Days Prior

Jan-07 (1) USI Holdings Corp GS Capital Partners $1,341.9 2.4x 2.1x 10.5x 9.6x 26.9x 13.2x 15.0% 23.7% Nov-06 (2) Clark, Inc. AEGON $596.7 2.1x 2.0x 10.6x 9.2x 38.9x 21.3x 32.4% 45.2% Oct-06 (3) Alexander Forbes Ltd. Consortium $884.9 1.2x 1.3x 7.3x n.a. 15.0x 11.7x 15.9% 4.8% Feb-05 (4) Hull & Co, Inc. Brown & Brown Inc. $175.0 2.8x n.a. 7.9x n.a. 15.3x n.a. n.a. n.a.Sep-04 Summit Global Partners USI Holdings Corp. $123.9 0.9x n.a. n.a. n.a. n.a. n.a. n.a. n.a. May-02 (5) Hobbs Group, LLC Hilb, Rogal & Hamilton $274.0 2.9x 2.5x 11.2x 7.8x n.a. n.a. n.a. n.a. Apr-01 (6) EW Blanch Holdings Benfield Group Ltd. $179.4 n.a. 0.9x n.a. n.a. n.a. 13.5x 68.3% 45.9% Aug-00 (7) Equisure Financial Network ING Groep NV $172.1 2.2x 2.2x 16.0x 9.9x 31.5x 32.1x 42.9% 45.8% Jul-98 (8) Willis Corroon Group plc KKR $1,416.4 1.2x 1.1x 7.4x 9.3x n.a. n.a. 12.0% 29.6% Average 2.0x 1.7x 10.1x 9.1x 25.5x 18.3x 31.1% 32.5% Average (excl. min/max) 2.0x 1.7x 9.5x 9.3x 24.6x 16.0x 26.5% 36.1% Jan-07 (9) Hub International Apax Partners $1,811.2 3.1x 3.0x 11.3x 10.4x 24.1x 21.6x 21.6% 28.7% Price Transaction Value Bid Premium Preliminary Financial Analysis

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USI Holdings Implied Valuation

. On January 16, 2007, Goldman Sachs Capital Partners announced a bid for USI Holdings

. USI Holdings had previously announced expressions of interest from potential bidders in

October 2006

. USI Holdings represents the most comparable precedent transaction

USI Holdings was a mid-market brokerage

Private equity buyer

(1) 2006E Pro forma run-rate EBITDA and EPS from acquisitions. Estimates from Management projections, adjusted to remove earnings from forecasted acquisition post-2006

(2) Management projections (US$, millions) 2006E(1) 2007E(1) EBITDA $160.4 $174.2 USI Holdings Multiple 10.5x 9.6x

Enterprise Value $1,678.3 $1,667.5 Less: Debt ($144.6) ($144.6) Less: Contingent Payments(2) ($83.3) ($83.3) Add: Cash $99.2 $99.2 Add: Cash from options $15.7 $15.7 Equity Value $1,565.2 $1,554.5 FD Shares Outstanding 42.5 42.5 Equity Value Per Share $36.87 $36.62 Implied Hub Equity Value Preliminary Financial Analysis Apax.s Proposal implies a premium to the multiple paid by Goldman Sachs to acquire USI Holdings

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DCF Analysis

. The DCF approach takes into account the amount, timing and relative certainty of projected scash flows

The analysis involves several steps:

Developing a long-term forecast of the unlevered free cash flows (.UFCF.) of the business;

Calculating a terminal value to capture value beyond the forecast period; and

Discounting the cash flows and terminal value at the weighted average cost of capital (.WACC.) to arrive at an enterprise value in current dollars at December 31, 2006 In developing its 15-year forecast for the fiscal period going from December 31, 2006E to 2021E, Scotia Capital based its analysis on information and forecasts provided by Hub management 2007 Budget and Summary Management Projections (2007-2011)

Actual results for year ending December 31, 2006

Hub business plans

Other internal documents and spreadsheets

. In addition to this, we met with senior management of Hub to discuss the Company.s business model, its strategic plan and prospects for each business segment . Projections were also developed through discussions on key assumptions with management and vetted for reasonableness Insurance sector pricing trends Continued strategy for acquisitions of hub brokerages and fold-in brokerages Preliminary Financial Analysis

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DCF Analysis . Segmented Business Model

For the purpose of our analysis, UFCFs are defined as after-tax operating cash flows adjusted for working capital requirements, capital expenditures and future acquisition costs

After-tax operating cash flows exclude all interest payments and assume a long-term corporate tax rate of 37.5%

Forecasts of sales and earnings before interest, taxes, depreciation and amortization (.EBITDA.) were modeled for each individual hub based on the following drivers: Commissions & Fees revenue growth rates by product line

Contingent Commissions, Interest Income and Other Income grown as per management forecast

Expense margins grown as a percentage of total revenue and in line with management projections

Future acquisitions as per management forecast Other key considerations included:

Review of Hub.s competitive positioning within each of its segments

Pool of potential acquisition/consolidation targets

Preliminary Financial Analysis

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DCF Analysis . Consolidated Business Model Consolidated forecasts were obtained by combining results from each hub and adjusting for corporate expenses

Additional considerations included:

Potential outcome of class action litigation concerning contingent commissions

Related party transactions with Fairfax

From the information gathered during our due diligence process, neither of the additional considerations necessitated adjustments to value

Preliminary Financial Analysis

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Summary of Projections

Total Revenue

(2007E . 2021E)

Preliminary Financial Analysis

Total EBITDA

(2007E . 2021E)

$605 $628 $653 $680 $708 $738 $770 $804 $841 $879 $920 $965 $1,012 $1,063 $1,118 $40 $87 $141 $203 $276 $359 $454 $543 $626 $701 $770 $831 $884 $930 $967

$645 $715 $794

$883

$984 s$1,097 $1,224 $1,347 $1,466 $1,580 $1,690 $1,795 $1,896 $1,993 $2,085 $0 $500 $1,000 $1,500 $2,000 $2,500 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Revenue (US$ millions)

Acquisition Revenue

Organic Revenue $176 $186 $197 $208 $220 $234 $248 $261 $275 $290 $305 $320 $337 $355 $375 $12 $26 $42 $62 $86 $113 $146 $176 $205 $231 $255 $276 $294 $310 $324 $188 $212 $239 $270 $306 $347 $394 $437 $480 $521 $559 $596 $631 $665 $698 29.1% 29.7% 30.2% 30.6% 31.1% 31.6% 32.1% 32.4% 32.8% 33.0% 33.1% 33.2% 33.3% 33.4% 33.5% $0 $200 $400 $600 $800 $1,000 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E EBITDA (US$ millions) 20.0% 23.0% 26.0% 29.0% 32.0% 35.0% Acquisition EBITDA Organic EBITDA EBITDA Margin

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Summary of Projections

Unlevered Free Cash Flow

(2007E . 2021E)

Preliminary Financial Analysis

Acquisition Cost

(2007E . 2021E)

$64 $73 $84 $96 $110 $125 $143 $127 $110 $92 $74 $56 $37 $19 $0 $0 $30 $60 $90 $120 $150 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E Acquisitions (US$ millions) -$4 $29 $20 $40 $46 $53 $58 $95 $136 $179 $219 $257 $292 $325 $355 ($100) $0 $100 $200 $300 $400 $500 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E Unlevered Free Cash Flow (US$ millions)

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Key DCF Assumptions - Revenue

The revenue forecast is segmented into revenue generated by the existing organic business,

and augmented by revenue generated by future acquisitions

Forecasts for organic and acquired revenue from management projections

Organic revenue is segmented into four main revenue drivers calculated on a hub-by-hub

basis: Commission and fees income, Contingent Profit Sharing, Interest Income and Other

Income

Commission and fees income is further broken down by major business line

Preliminary Financial Analysis

Consolidated Revenue Forecast 2006A 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Organic Revenue

Commissions & Fees

Personal Lines $94.8 $104.0 $108.1 $112.4 $116.8 $121.4 $126.2 $131.2 $136.4 $141.9 $147.4 $153.2 $159.3 $165.6 $172.1 $179.0

Commercial Lines $256.9 $289.3 $301.0 $313.1 $325.8 $339.0 $352.7 $367.1 $382.0 $397.6 $413.9 $430.9 $448.6 $467.1 $486.5 $506.6

Wholesale $67.6 $72.9 $74.2 $75.6 $76.9 $78.3 $79.7 $81.2 $82.7 $84.2 $85.8 $87.4 $89.0 $90.6 $92.3 $94.1

Life/Grp/Investment Products $69.0 $76.0 $79.1 $82.4 $85.9 $89.5 $93.2 $97.2 $101.3 $105.5 $110.0 $114.7 $119.5 $124.6 $130.0 $135.5

Financial Institutions $9.4 $11.3 $11.7 $12.0 $12.4 $12.7 $13.1 $13.5 $13.9 $14.3 $14.8 $15.2 $15.7 $16.1 $16.6 $17.1

ICBC $21.6 $23.0 $23.9 $24.9 $25.9 $26.9 $28.0 $29.1 $30.3 $31.5 $32.8 $34.1 $35.4 $36.8 $38.3 $39.8

Reinsurance $7.1 $7.1 $7.4 $7.7 $8.0 $8.3 $8.6 $9.0 $9.3 $9.7 $10.1 $10.5 $10.9 $11.4 $11.8 $12.3

Sub-Broker Commission Expense ($43.1) ($46.7) ($48.5) ($50.3) ($52.2) ($54.2) ($56.3) ($58.4) ($60.6) ($63.0) ($65.4) ($67.9) ($70.5) ($73.2) ($76.0) ($78.9)

Total Commissions & Fees $483.2 $537.0 $556.9 $577.7 $599.4 $621.9 $645.4 $669.9 $695.3 $721.9 $749.4 $778.1 $808.0 $839.2 $871.6 $905.5

Contingent Profit Sharing/Volume Overrides $44.7 $47.0 $48.1 $49.4 $50.8 $52.2 $53.6 $55.1 $56.6 $58.2 $59.9 $61.5 $63.3 $65.0 $66.8 $68.7

Interest Income $7.2 $10.6 $10.9 $12.3 $14.0 $16.4 $19.3 $22.7 $27.4 $34.2 $43.1 $54.2 $67.5 $82.7 $100.0 $119.3

Total Other Income $8.5 $10.8 $12.0 $13.4 $15.4 $17.6 $20.0 $22.7 $25.0 $26.4 $26.9 $26.6 $26.0 $25.2 $24.6 $24.7

Total Organic Revenue $543.6 $605.4 $627.9 $652.8 $679.6 $708.1 $738.3 $770.4 $804.4 $840.7 $879.2 $920.5 $964.6 $1,012.1 $1,063.1 $1,118.2

YOY Growth—% n.a. 11.4% 3.7% 4.0% 4.1% 4.2% 4.3% 4.3% 4.4% 4.5% 4.6% 4.7% 4.8% 4.9% 5.0% 5.2%

New Acquired Revenue $0.0 $40.0 $45.0 $50.6 $57.0 $64.1 $72.1 $81.1 $71.0 $60.8 $50.7 $40.6 $30.4 $20.3 $10.1 $0.0

Growth in Acquired Revenue $0.0 $0.0 $41.6 $90.1 $146.3 $211.4 $286.5 $372.9 $472.1 $564.7 $650.5 $729.1 $800.4 $863.9 $919.5 $966.7

Total Acquired Revenue $0.0 $40.0 $86.6 $140.7 $203.3 $275.5 $358.6 $454.0 $543.1 $625.5 $701.2 $769.7 $830.8 $884.2 $929.6 $966.7

YOY Growth—% n.a. n.a. 116.5% 62.5% 44.5% 35.5% 30.2% 26.6% 19.6% 15.2% 12.1% 9.8% 7.9% 6.4% 5.1% 4.0%

Total Revenue $543.6 $645.4 $714.5 $793.5 $882.9 $983.6 $1,096.9 $1,224.4 $1,347.5 $1,466.2 $1,580.4 $1,690.2 $1,795.4 $1,896.3 $1,992.7 $2,084.9

YOY Growth—% n.a. 18.7% 10.7% 11.1% 11.3% 11.4% 11.5% 11.6% 10.1% 8.8% 7.8% 6.9% 6.2% 5.6% 5.1% 4.6%

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Key DCF Assumptions - Revenue

Revenue growth rates are based on management.s forecast, and then adjusted based on

discussions held with management

Base case commission and fees revenue growth of 4.0% for all product lines except wholesale, which is grown at 2.0%

All commission and fees growth rates increased by 2.0% in the Pacific and Fortun hubs, and decreased by 1.0% and 2.0% in the Midwest and Ontario hubs respectively

Preliminary Financial Analysis

Key Revenue Growth Assumptions 2006A 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Organic Revenue Growth

Commissions & Fees

Personal Lines n.a. 9.8% 3.9% 3.9% 3.9% 4.0% 4.0% 4.0% 4.0% 4.0% 3.9% 3.9% 3.9% 4.0% 4.0% 4.0%

Commercial Lines n.a. 12.6% 4.0% 4.0% 4.0% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1%

Wholesale n.a. 7.9% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.9% 1.9% 1.9% 1.9% 1.9%

Life/Grp/Investment Products n.a. 10.1% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.3% 4.3% 4.3% 4.3%

Financial Institutions n.a. 20.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0%

ICBC n.a. 6.4% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0%

Reinsurance n.a. 0.5% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0%

Sub-Broker Commission Expense n.a. 8.4% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.9% 3.9%

Total Commissions & Fees n.a. 11.1% 3.7% 3.7% 3.7% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.9% 3.9% 3.9%

Contingent Profit Sharing/Volume Overrides n.a. 5.1% 2.3% 2.7% 2.8% 2.8% 2.7% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8%

Interest Income n.a. 47.2% 2.7% 12.8% 13.9% 17.4% 17.8% 17.5% 20.6% 24.8% 26.1% 25.8% 24.4% 22.7% 20.9% 19.2%

Total Other Income n.a. 27.1% 11.2% 11.8% 14.8% 14.0% 13.5% 13.6% 10.5% 5.4% 1.8% (0.9%) (2.6%) (3.1%) (2.1%) 0.5%

Organic Revenue Growth n.a. 11.4% 3.7% 4.0% 4.1% 4.2% 4.3% 4.3% 4.4% 4.5% 4.6% 4.7% 4.8% 4.9% 5.0% 5.2%

Overall Revenue Growth

Total Acquired Revenue Growth n.a. n.a. 116.5% 62.5% 44.5% 35.5% 30.2% 26.6% 19.6% 15.2% 12.1% 9.8% 7.9% 6.4% 5.1% 4.0%

Growth of Previously Acquired Revenue n.a. n.a. 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0%

Total Revenue Growth n.a. 18.7% 10.7% 11.1% 11.3% 11.4% 11.5% 11.6% 10.1% 8.8% 7.8% 6.9% 6.2% 5.6% 5.1% 4.6%

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Key DCF Assumptions - Expenses

Organic expenses as per 2007E management budget and grown as a percentage of revenue in line with management forecast

??Acquired expense assumptions in line with organic margin forecasts

Preliminary Financial Analysis

Consolidated Expenses Forecast 2006A 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Organic Expenses

Compensation $297.3 $326.4 $334.0 $345.4 $357.6 $370.6 $383.5 $397.2 $412.2 $428.2 $445.8 $465.7 $487.1 $510.2 $535.3 $562.1

Selling $21.5 $21.7 $21.8 $21.7 $21.5 $21.3 $21.6 $21.9 $22.7 $23.5 $24.5 $25.5 $26.7 $27.9 $29.2 $30.6

Occupancy $25.3 $26.5 $28.1 $29.9 $31.9 $34.0 $35.5 $37.2 $38.9 $40.6 $42.5 $44.5 $46.6 $48.8 $51.2 $53.7

Administration $52.9 $50.3 $52.6 $54.1 $55.7 $57.3 $59.7 $62.2 $65.2 $68.4 $71.7 $75.2 $78.9 $82.7 $86.8 $91.0

Corporate Expenses $0.0 $4.2 $4.9 $4.8 $4.7 $4.6 $4.4 $4.2 $4.4 $4.6 $4.8 $5.1 $5.3 $5.6 $5.9 $6.2

Total Organic Expenses $397.0 $429.1 $441.5 $455.9 $471.4 $487.7 $504.8 $522.7 $543.4 $565.3 $589.3 $616.0 $644.5 $675.2 $708.3 $743.6

Acquired Expenses $0.0 $28.1 $60.2 $97.2 $139.6 $188.0 $243.0 $305.6 $363.9 $417.2 $466.1 $510.8 $550.5 $585.0 $614.2 $637.5

Corporate Expenses $0.0 $0.3 $0.7 $1.0 $1.4 $1.8 $2.1 $2.5 $3.0 $3.4 $3.9 $4.2 $4.6 $4.9 $5.1 $5.3

Total Acquired Expenses $0.0 $28.4 $60.9 $98.3 $141.0 $189.7 $245.2 $308.1 $366.9 $420.6 $470.0 $515.1 $555.1 $589.9 $619.3 $642.8

Total Compensation, Selling & Occupancy $397.0 $457.5 $502.3 $554.1 $612.4 $677.4 $749.9 $830.8 $910.3 $985.9 $1,059.3 $1,131.0 $1,199.5 $1,265.0 $1,327.6 $1,386.5

Key Expense Margin Assumptions 2006A 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Organic Expenses as a % of Organic Revenue

Compensation 54.7% 53.9% 53.2% 52.9% 52.6% 52.3% 51.9% 51.6% 51.2% 50.9% 50.7% 50.6% 50.5% 50.4% 50.4% 50.3%

Selling 4.0% 3.6% 3.5% 3.3% 3.2% 3.0% 2.9% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.7% 2.7%

Occupancy 4.7% 4.4% 4.5% 4.6% 4.7% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8%

Administration 9.7% 8.3% 8.4% 8.3% 8.2% 8.1% 8.1% 8.1% 8.1% 8.1% 8.2% 8.2% 8.2% 8.2% 8.2% 8.1%

Corporate Expenses 0.0% 0.7% 0.8% 0.7% 0.7% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6%

Total Organic Expenses 73.0% 70.9% 70.3% 69.8% 69.4% 68.9% 68.4% 67.9% 67.6% 67.2% 67.0% 66.9% 66.8% 66.7% 66.6% 66.5%

Acquired Expenses as a % of Acquired Revenue

Acquired Expenses n.a. 70.2% 69.5% 69.1% 68.7% 68.2% 67.8% 67.3% 67.0% 66.7% 66.5% 66.4% 66.3% 66.2% 66.1% 66.0%

Corporate Expenses n.a. 0.7% 0.8% 0.7% 0.7% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6%

Total Acquired Expenses n.a. 70.9% 70.3% 69.8% 69.4% 68.9% 68.4% 67.9% 67.6% 67.2% 67.0% 66.9% 66.8% 66.7% 66.6% 66.5%

Total Expenses (as a % of Total Revenue) 73.0% 70.9% 70.3% 69.8% 69.4% 68.9% 68.4% 67.9% 67.6% 67.2% 67.0% 66.9% 66.8% 66.7% 66.6% 66.5%

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Key DCF Assumptions - Acquisitions

Annual acquired revenue in line with management projections

??Average revenue per target based on the average revenue of acquisitions in 2006 (adjusted for the

high and low of the group)

EBITDA margin of acquisitions in line with forecasted organic margins

Purchase multiple estimated at 7.0x EBITDA throughout the forecast period

??1.5x EBITDA allocated for earnout, which is subsequently paid out over a 3-year period (initial

payment occurring in the year of acquisition)

All acquisitions and earnout payments are made with cash

Preliminary Financial Analysis

Acquisition Forecast 2006A 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Revenue Acquired $0.0 $40.0 $45.0 $50.6 $57.0 $64.1 $72.1 $81.1 $71.0 $60.8 $50.7 $40.6 $30.4 $20.3 $10.1 $0.0

Growth—% of Prior Year Total Revenue n.a. 7.4% 7.0% 7.1% 7.2% 7.3% 7.3% 7.4% 5.8% 4.5% 3.5% 2.6% 1.8% 1.1% 0.5% 0.0%

EBITDA Margin of Acquisitions—% n.a. 29.1% 29.7% 30.2% 30.6% 31.1% 31.6% 32.1% 32.4% 32.8% 33.0% 33.1% 33.2% 33.3% 33.4% 33.5%

Acquired EBITDA n.a. $11.6 $13.4 $15.3 $17.5 $20.0 $22.8 $26.1 $23.0 $19.9 $16.7 $13.4 $10.1 $6.7 $3.4 $0.0

Acquisition EBITDA Multiple n.a. 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x 7.0x

Earnout Component (EBITDA Multiple) n.a. 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x 1.5x

Initial Outlay for Business (EBITDA Multiple) n.a. 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x 5.5x

Amortization of Earnout (Annual Payment) n.a. 0.5x 0.5x 0.5x 0.5x 0.5x 0.5x 0.5x 0.5x 0.5x 0.5x 0.5x 0.5x 0.5x 0.8x 0.8x

Cash Outlay for Acquisitions n.a. $64.0 $73.5 $84.0 $96.0 $109.7 $125.4 $143.4 $126.6 $109.6 $91.9 $73.8 $55.5 $37.1 $18.6 $0.0

Earnout (Incl. Prior Years’ Earnout) n.a. $5.8 $12.5 $20.1 $23.0 $26.3 $30.1 $34.4 $36.0 $34.5 $29.8 $25.0 $20.1 $15.1 $11.0 $5.9

Annual Cash Outlay for Acquisitions n.a. $69.9 $86.0 $104.1 $119.1 $136.1 $155.5 $177.8 $162.6 $144.1 $121.7 $98.8 $75.6 $52.2 $29.6 $5.9

Earnouts from Pre-Forecast Acquisitions n.a. $42.4 $13.4 $20.7 $4.2 $2.7 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Total Earnout n.a. $48.2 $25.9 $40.8 $27.2 $29.0 $30.1 $34.4 $36.0 $34.5 $29.8 $25.0 $20.1 $15.1 $11.0 $5.9

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Revenue Projections

Management Revenue Forecast

(2007E . 2011E)

Preliminary Financial Analysis

Revised Revenue Forecast

(2007E . 2021E)

$605 $628 $653 $680 $708 $738 $770 $804 $841 $879 $920 $965 $1,012 $1,063 $1,118 $40 $87 $141 $203 $276 $359 $454 $543 $626 $701 $770 $831 $884 $930 $967

$645 $715 $794 $883

$984

$1,097

$1,224

$1,347

$1,466

$1,580

$1,690

$1,795 $1,896

$1,993 $2,085

$0

$500

$1,000

$1,500

$2,000

$2,500

2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Revenue (US$ millions)

Organic Acquisition

$605 $629 $656 $684 $714

$40 $87 $141

$203

$276

$645

$716

$797

$888

$990

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

$0

$300

$600

$900

$1,200

$1,500

2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Revenue (US$ millions)

Organic Acquisition

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EBITDA Projections

Management EBITDA Forecast

(2007E - 2011E)

Preliminary Financial Analysis

Revised EBITDA Forecast

(2007E - 2021E)

$176 $186 $197 $208 $220 $234 $248 $261 $275 $290 $305 $320 $337 $355 $375 $12 $26 $42 $62 $86 $113

$146 $176 $205 $231

$255 $276 $294 $310 $324

$188 $212 $239

$270

$306

$347

$394

$437

$480

$521

$559

$596

$631

$665

$698

$0

$200

$400

$600

$800

2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

EBITDA (US$ millions)

Organic Acquisition

$176 $186 $197 $209 $221

$10 $26

$42

$62

$85

$186

$211

$239

$271

$307

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

$0

$100

$200

$300

$400

$500

2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

EBITDA (US$ millions)

Organic Acquisition

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Unlevered Free Cash Flows - Standalone Preliminary Financial Analysis

(US$ millions) 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Unlevered Free Cash Flow (0% Synergies Case)

Organic Revenue $605.4 $627.9 $652.8 $679.6 $708.1 $738.3 $770.4 $804.4 $840.7 $879.2 $920.5 $964.6 $1,012.1 $1,063.1 $1,118.2

Acquisition Revenue $40.0 $86.6 $140.7 $203.3 $275.5 $358.6 $454.0 $543.1 $625.5 $701.2 $769.7 $830.8 $884.2 $929.6 $966.7

Total Revenue $645.4 $714.5 $793.5 $882.9 $983.6 $1,096.9 $1,224.4 $1,347.5 $1,466.2 $1,580.4 $1,690.2 $1,795.4 $1,896.3 $1,992.7 $2,084.9

Organic EBITDA $176.2 $186.5 $196.9 $208.2 $220.4 $233.5 $247.6 $261.0 $275.4 $289.9 $304.5 $320.2 $336.9 $354.8 $374.6

Acquisition EBITDA $11.6 $25.7 $42.4 $62.3 $85.8 $113.4 $145.9 $176.2 $204.9 $231.2 $254.6 $275.7 $294.3 $310.3 $323.8

EBITDA $187.9 $212.2 $239.4 $270.5 $306.2 $347.0 $393.6 $437.2 $480.3 $521.1 $559.2 $595.9 $631.2 $665.1 $698.4

Margin -% 29.1% 29.7% 30.2% 30.6% 31.1% 31.6% 32.1% 32.4% 32.8% 33.0% 33.1% 33.2% 33.3% 33.4% 33.5%

Add: Synergies (0%) $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Less: Interest Income from Cash ($4.5) ($4.3) ($4.9) ($5.6) ($7.1) ($8.9) ($11.0) ($14.4) ($19.9) ($27.7) ($37.8) ($50.0) ($64.3) ($80.7) ($99.0)

Adjusted EBITDA $183.4 $207.9 $234.5 $264.8 $299.1 $338.1 $382.6 $422.9 $460.4 $493.4 $521.4 $545.9 $566.9 $584.4 $599.4

Margin -% 28.4% 29.1% 29.6% 30.0% 30.4% 30.8% 31.3% 31.4% 31.4% 31.2% 30.8% 30.4% 29.9% 29.3% 28.7%

Less: Depreciation and Amortization ($36.2) ($37.5) ($41.5) ($45.9) ($52.3) ($59.2) ($66.5) ($71.3) ($76.6) ($81.6) ($85.9) ($89.3) ($91.9) ($93.7) ($94.5)

EBIT $147.1 $170.3 $193.1 $219.0 $246.8 $279.0 $316.1 $351.6 $383.8 $411.8 $435.5 $456.6 $475.0 $490.8 $504.9

Less: Other Cash Expenses (Net of Interest) ($0.3) $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

EBT $146.8 $170.3 $193.1 $219.0 $246.8 $279.0 $316.1 $351.6 $383.8 $411.8 $435.5 $456.6 $475.0 $490.8 $504.9

Income Tax Rate 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5%

Less: Taxes ($55.1) ($63.9) ($72.4) ($82.1) ($92.5) ($104.6) ($118.5) ($131.8) ($143.9) ($154.4) ($163.3) ($171.2) ($178.1) ($184.0) ($189.3)

Unlevered Net Income $91.8 $106.5 $120.7 $136.8 $154.2 $174.4 $197.6 $219.7 $239.9 $257.4 $272.2 $285.4 $296.9 $306.7 $315.5

Less: Capital Expenditures ($14.4) ($15.1) ($15.9) ($17.7) ($19.8) ($22.0) ($24.6) ($27.4) ($30.0) ($32.6) ($35.0) ($37.3) ($39.5) ($41.6) ($43.7)

Less: Cost of Acquisitions (Incl. Earnout) ($112.3) ($99.4) ($124.8) ($123.3) ($138.8) ($155.5) ($177.8) ($162.6) ($144.1) ($121.7) ($98.8) ($75.6) ($52.2) ($29.6) ($5.9)

Less: Investment in Working Capital ($5.0) ($0.3) ($1.6) ($2.1) ($2.2) ($2.4) ($3.6) ($6.1) ($6.7) ($5.9) ($4.8) ($4.8) ($4.7) ($4.5) ($5.1)

Add: Depreciation and Amortization $36.2 $37.5 $41.5 $45.9 $52.3 $59.2 $66.5 $71.3 $76.6 $81.6 $85.9 $89.3 $91.9 $93.7 $94.5

Unlevered Free Cash Flow ($3.7) $29.3 $19.8 $39.7 $45.8 $53.5 $58.0 $95.0 $135.6 $178.7 $219.5 $257.0 $292.4 $324.7 $355.4

Growth—% n.a. nmf (32.3%) 100.1% 15.4% 16.8% 8.5% 63.7% 42.8% 31.7% 22.8% 17.1% 13.8% 11.0% 9.5%

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DCF Analysis .Terminal Value Hubs terminal value was modeled using the:

Capitalization of .steady-state. cash flows into perpetuity using a constant revenue growth rate

Multiple of EBITDA (as a check for reasonableness for the above)

Certain .normalizing. adjustments were made in the terminal year

Capital expenditures maintained as a percentage of EBITDA in line with 2021E forecast

Tax depreciation assumed to be equal to the amount of capital expenditures (net of acquisitions)

No acquisitions estimated in the terminal period

37.5% tax rate consistent with historical

Working capital consistent with 2021E as a percentage of total revenue

The capitalized free cash flow growth rate approach assumed revenue growth of 3.0%-3.5% in perpetuity

Consistent with forecast organic growth as per management forecast

The multiple of EBITDA approach assumed a range of 7.0x . 8.0x

Preliminary Financial Analysis

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DCF Analysis - WACC

The WACC was determined in reference to an optimal capital structure based upon

risk/volatility parameters and our review of the capital structure of other similar corporate

entities.

Cash flows were discounted between 10.5% and 11.5%, based on the following:

(1) 10-year U.S. Treasury as of February 9, 2007

(2) Based on sales weighted average of U.S. and Canadian equity risk premiums (7.1% and 5.0% respectively)

(3) Re-levered beta calculated from unlevered betas of comparable North American insurance brokers

(4) Based on Ibbotson Low Cap 6th decile size premium

(5) Estimate based on spread of comparable North American insurance brokers with public debt

(6) Based on comparable North American industry brokers

Preliminary Financial Analysis

WACC Range

Low High

Cost of Equity

Risk-Free Rate(1) 4.8% 4.8%

Risk Premium(2) 6.6% 6.6%

Re-Levered Beta(3) 0.90 1.00

Size Premium(4) 1.7% 1.7%

Cost of Equity 12.4% 13.1%

Cost of Debt

Risk-Free Rate 4.8% 4.8%

Spread Over Risk-Free Bonds(5) 1.5% 2.0%

Long-Term Income Tax Rate 37.5% 37.5%

Cost of Debt (After-Tax) 3.9% 4.2%

Weighted Average Cost of Capital

Equity Weighting 75.0% 85.0%

Cost of Equity 12.4% 13.1%

Debt Weighting(6) 25.0% 15.0%

Cost of Debt (After-Tax) 3.9% 4.2%

Calculated Weighted Average Cost of Capital 10.3% 11.8%

Selected Weighted Average Cost of Capital 10.5% 11.5%

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Synergies Analysis . We understand that Apax intends to operate Hub as a .standalone. entity

Apax has no intentions on merging Hub with any other portfolio company. It is possible that potential synergies exist with other potential strategic buyers

Estimated synergies include 25% of selling expenses and 50% of administration expenses

Other potential revenue or .best practices. synergies may be realizable in the future, although difficult to quantify and risk assess at this time

We have estimated that a purchaser would pay for half the synergies ($16 million of 2007E

pre-tax savings included in the forecast)

Preliminary Financial Analysis

2007E Annual

Savings

Present

Value

Present

Value

11% 12%

Public Company Costs $2.1 $19.2 $17.6

Selling, General & Administrative $31.8 $408.2 $360.8

Net Present Value $427.4 $378.4

Less: One-time costs ($31.8) ($31.8)

Net Present Value of Synergies (100%) $395.6 $346.5

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Synergies Analysis—Contingent Commissions

As Hub generates a significant level of contingent commission revenue, it is possible that

certain strategic buyers may suffer dis-synergies in effecting an acquisition of Hub

In 2004/2005, in response to actions commenced by the New York State Attorney General and the

Superintendent of the New York State Insurance Department, Marsh & McLennan Cos., Aon Corp.,

Willis Group Holdings, and Arthur J. Gallagher & Co., agreed to forego contingent commissions

Furthermore, a number of insurance carriers, including St. Paul Travelers, Zurich Financial, Chubb

Corp., and Metropolitan Life have agreed to no longer pay some or all contingent fees

Recent initiatives by those in the industry directly affected by the loss of contingent

commissions may have created a solution to partially replace the losses of contingent commission revenue

Industry participants, including Chubb and St. Paul Travelers have effectively developed a .fixed

commission. structure tied to producer performance, which is similar in nature to contingent

commissions, and has received the approval of the New York State Attorney General

According to a recent Chubb agreement, a fixed commission paid to a producer, set prior to the sale of

a particular insurance product, and that may be based on, among other things, the prior year’s

performance of the producer” is not considered contingent compensation and thus is permitted. Notwithstanding the foregoing, the remaining uncertainty around contingent commissions may suggest the most logical strategic buyers (Marsh & McLennan Cos., Aon Corp., Willis

Group Holdings, and Arthur J. Gallagher & Co.,) may be hesitant to acquire any insurance

brokerage that currently earns contingent commission revenue

Preliminary Financial Analysis

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Unlevered Free Cash Flows - With Synergies Preliminary Financial Analysis

(US$ millions) 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E

Unlevered Free Cash Flow (50% Synergies Case)

Organic Revenue $605.4 $627.9 $652.8 $679.6 $708.1 $738.3 $770.4 $804.4 $840.7 $879.2 $920.5 $964.6 $1,012.1 $1,063.1 $1,118.2

Acquisition Revenue $40.0 $86.6 $140.7 $203.3 $275.5 $358.6 $454.0 $543.1 $625.5 $701.2 $769.7 $830.8 $884.2 $929.6 $966.7

Total Revenue $645.4 $714.5 $793.5 $882.9 $983.6 $1,096.9 $1,224.4 $1,347.5 $1,466.2 $1,580.4 $1,690.2 $1,795.4 $1,896.3 $1,992.7 $2,084.9

Organic EBITDA $176.2 $186.5 $196.9 $208.2 $220.4 $233.5 $247.6 $261.0 $275.4 $289.9 $304.5 $320.2 $336.9 $354.8 $374.6

Acquisition EBITDA $11.6 $25.7 $42.4 $62.3 $85.8 $113.4 $145.9 $176.2 $204.9 $231.2 $254.6 $275.7 $294.3 $310.3 $323.8

EBITDA $187.9 $212.2 $239.4 $270.5 $306.2 $347.0 $393.6 $437.2 $480.3 $521.1 $559.2 $595.9 $631.2 $665.1 $698.4

Margin -% 29.1% 29.7% 30.2% 30.6% 31.1% 31.6% 32.1% 32.4% 32.8% 33.0% 33.1% 33.2% 33.3% 33.4% 33.5%

Add: Synergies (50%) $15.9 $16.3 $18.1 $19.7 $21.6 $23.6 $26.2 $29.1 $32.1 $34.9 $37.7 $40.4 $42.9 $45.3 $47.5

Less: Interest Income from Cash ($4.5) ($4.3) ($4.9) ($5.6) ($7.1) ($8.9) ($11.0) ($14.4) ($19.9) ($27.7) ($37.8) ($50.0) ($64.3) ($80.7) ($99.0)

Adjusted EBITDA $199.3 $224.2 $252.6 $284.6 $320.7 $361.7 $408.8 $451.9 $492.4 $528.3 $559.1 $586.3 $609.8 $629.7 $646.9

Margin -% 30.9% 31.4% 31.8% 32.2% 32.6% 33.0% 33.4% 33.5% 33.6% 33.4% 33.1% 32.7% 32.2% 31.6% 31.0%

Less: Depreciation and Amortization ($36.2) ($37.5) ($41.5) ($45.9) ($52.3) ($59.2) ($66.5) ($71.3) ($76.6) ($81.6) ($85.9) ($89.3) ($91.9) ($93.7) ($94.5)

EBIT $163.1 $186.6 $211.1 $238.7 $268.4 $302.6 $342.3 $380.7 $415.9 $446.7 $473.2 $497.0 $517.9 $536.0 $552.4

Less: Other Cash Expenses (Net of Interest) ($0.3) $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

EBT $162.8 $186.6 $211.1 $238.7 $268.4 $302.6 $342.3 $380.7 $415.9 $446.7 $473.2 $497.0 $517.9 $536.0 $552.4

Income Tax Rate 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5% 37.5%

Less: Taxes ($61.0) ($70.0) ($79.2) ($89.5) ($100.6) ($113.5) ($128.4) ($142.7) ($156.0) ($167.5) ($177.5) ($186.4) ($194.2) ($201.0) ($207.1)

Unlevered Net Income $101.7 $116.6 $132.0 $149.2 $167.7 $189.1 $213.9 $237.9 $259.9 $279.2 $295.8 $310.6 $323.7 $335.0 $345.2

Less: Capital Expenditures ($14.4) ($15.1) ($15.9) ($17.7) ($19.8) ($22.0) ($24.6) ($27.4) ($30.0) ($32.6) ($35.0) ($37.3) ($39.5) ($41.6) ($43.7)

Less: Cost of Acquisitions (Incl. Earnout) ($112.3) ($99.4) ($124.8) ($123.3) ($138.8) ($155.5) ($177.8) ($162.6) ($144.1) ($121.7) ($98.8) ($75.6) ($52.2) ($29.6) ($5.9)

Less: Investment in Working Capital ($5.0) ($0.3) ($1.6) ($2.1) ($2.2) ($2.4) ($3.6) ($6.1) ($6.7) ($5.9) ($4.8) ($4.8) ($4.7) ($4.5) ($5.1)

Add: Depreciation and Amortization $36.2 $37.5 $41.5 $45.9 $52.3 $59.2 $66.5 $71.3 $76.6 $81.6 $85.9 $89.3 $91.9 $93.7 $94.5

Unlevered Free Cash Flow $6.3 $39.5 $31.1 $52.0 $59.3 $68.2 $74.4 $113.2 $155.7 $200.5 $243.1 $282.3 $319.2 $353.0 $385.1

Growth—% n.a. nmf (21.2%) 67.2% 14.0% 15.1% 9.0% 52.1% 37.6% 28.8% 21.2% 16.1% 13.1% 10.6% 9.1%

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Fairness Considerations

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Key Factors. Voting agreement with Fairfax would demonstrate arm.s length negotiation of value Voting Agreement

Public Shareholders are expecting procedural fairness and some degree of comfort

that other potential bidders have not been unreasonably excluded

Go-shop. clause may provide a credible market test

Length of period and break fee appear to be consistent with precedents

Procedural Fairness

We understand that current senior management intend to sell 50% of their equity

interest in Hub and roll-over the remainder as part of the proposed transaction

Related-Party

Transactions

We understand that Apax approached Hub.s C.E.O. in early January and expressed an

initial interest in acquiring Hub, suggesting a 20% premium to market (approximately

$37.67 per share)

After Hub deemed the initial offer inadequate, Apax, now in partnership with Morgan

Stanley, tabled a second offer of $40.00 per share

The management of Hub has indicated their support for the revised proposal

The Special Committee has negotiated terms with the Sponsors including a .Go-shop.

provision upon public announcement of the transaction

Considerations

Process Leading to

Apax Offer

Key Factors

In assessing the fairness of the consideration offered to Public Shareholders, from a financial

point of view, Scotia Capital has considered the following factors:

Fairness Considerations

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Overview of Hub International

Appendix 1

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Market Profile

Trading Performance Capitalization and Implied Value

(1) Excludes trust cash

(2) Management projection including contingent payments

(3) Estimates from I/B/E/S

Overview of Hub International

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

Feb-04 Aug-04 Feb-05 Aug-05 Feb-06 Aug-06 Feb-07

Price (US$)

0

500

1,000

1,500

2,000

2,500

3,000

Volume (thousands)

Volume Price

Jul. 27, 2006

Reports strong Q2 06

results indicating a

38% increase in net

revenue year over year

Dec. 13, 2005

Hub, in partnership with

Wellpoint Health Services,

announces launch of new

healthcare program

M ay 12, 2006

Announces that it will offer

4,000,000 common shares

in a public offering

Oct. 26, 2006

Reports Q3 06 results with

$0.17/sh vs. ($0.01)/sh in

the prior year

Sep. 1, 2005

Announces the fold-

in acquisition o f The

Innovators Insurance

Agencies

M ay 3, 2005

Announces acquisition

of THB Intermediaries

Inc.

Oct. 26, 2005

Reports Q3 05 results

indicating 7% revenue

growth of which 5% is

organic

Jul. 29, 2004

Reports Q2 06 results

demonstrating an 11%

increase in revenues

year over year

(US$, million except share price)

Recent Share Price $33.17

Basic Shares Outstanding 39.5

Add: In-the-Money Options 1.0

Add: Restricted Share Units 2.0

FD Shares Outstanding 42.5

Market Capitalization $1,408.2

Add: Debt(1) $144.6

Add: Contingent Payments(2) $83.3

Less: Cash ($99.2)

Less: Cash from options ($15.7)

Enterprise Value $1,521.2

Base(3) Multiple

Revenue

2006E $548.1 2.8x

2007E $639.5 2.4x

EV/EBITDA

2006E $147.2 10.3x

2007E $175.7 8.7x

P/E

2006E $1.61 20.6x

2007E $1.92 17.3x

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Financial Results

Revenue EBITDA

Hub has expanded EBITDA margins while growing revenues organically and via acquisitions

Source: Management presentation

Overview of Hub International

$56

$73

$87

$114

$147

26% 26%

25%

26%

27%

$0

$40

$80

$120

$160

2002 2003 2004 2005 2006E

(US$ in millions)

16.0%

20.0%

24.0%

28.0%

32.0%

Margin

EBITDA EBITDA Margin

$220

$286

$355

$443

$544

$0

$100

$200

$300

$400

$500

$600

2002 2003 2004 2005 2006E

(US$ in millions)

41

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Research Analyst Views

Historical Analyst Views Share Price vs. Target Price

Overview of Hub International

0%

25%

50%

75%

100%

Feb-06 May-06 Aug-06 Nov-06 Feb-07

Analyst Rating %

$20.00

$25.00

$30.00

$35.00

$40.00

Share Price

Sell Hold Buy

# of Analysts

3 3 5 5 5 5 5 5 5 5 5 5 4

$20.00

$25.00

$30.00

$35.00

$40.00

Feb-06 May-06 Aug-06 Nov-06 Feb-07

$20.00

$25.00

$30.00

$35.00

$40.00

Price Target Price

Firm/Date/Analyst Rating

Target

Price

Premium to

Current

Price Analyst Comments

Wachovia Securities Outperform n.a. n.a.

November 21, 2006

Lara Devieux

Keefe, Bruyette & Woods Outperform $36.00 8.5%

December 8, 2006

Dean Evans

Cochran Caronia Waller Outperform $34.00 2.5%

October 27, 2006

Adam Klauber

TD Newcrest Buy $35.00 5.5%

October 27, 2006

Doug Young

Ferris Baker Watts Buy $36.00 8.5%

October 26, 2006

John B Keefe

Average $35.25 6.3%

"We continue to believe that over time, if HBG can achieve its 4-5% organic growth target,

supplement this with acquisitions and through gaining scale hit its 50-150bps margin expansion

target, the discount at which it trades to its peers should continue to shrink. We believe that HBG

is an attractive small cap financial services company."

n.a.

"Our Outperform rating on HBG shares is based on (1) strong revenue and earnings growth

prospects, largely driven by acquisitions and margin expansion; and (2) valuation, with the stock

trading below the broker peer group average."

n.a.

"The third quarter showed why Hub is the only brokerage stock we are recommending to buy. The

key is and will continue to be acquisitions. Management’s ability to attract deals in a competitive

environment gives us comfort that Hub will produce a materially higher growth rate going

forward."

"Revenue growth of 29% for the quarter was 3x to 4x more than growth being produced by other

regional brokers."

42

Confidential Draft

Relative Share Price Performance

Hub has significantly outperformed peers over the past three years

Overview of Hub International

Source: Bloomberg

0

50

100

150

200

250

Feb-04 Aug-04 Feb-05 Aug-05 Feb-06 Aug-06

AJG BRO HRH AOC HBG MMC WSH

-0.4%

64.8%

25.5%

60.8%

98.3%

-35.4%

19.4%

Base = 100 at Feb. 16, 2004

43

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Shareholder Profile

Shareholders by Geography(4) Top 20 Institutional Shareholders

(1) As a percentage of basic shares outstanding

(2) Based on SEC filings as at June 30, 2006

(3) Company information

(4) As a percentage of float outstanding

Source: LionShare and company filings

U.S. institutions comprise the bulk of Hub.s shareholder base

Shareholders by Investing Style(4)

Overview of Hub International

Institution Shares Held

Percent

Ownership(1) Country Style

FAIRFAX FINANCIAL HOLDINGS LTD(2) 10.3 26.2% n.a.

WASATCH ADVISORS, INC. 2.4 6.0% Growth

LORD ABBETT & CO. LLC 2.2 5.6% Growth

ARTISAN PARTNERS LP 1.4 3.5% Growth

T. ROWE PRICE ASSOCIATES, INC. 1.3 3.2% Growth

MUNDER CAPITAL MANAGEMENT 0.7 1.8% Growth

INVESTMENT COUNSELORS OF MARYLAND LLC 0.7 1.7% Value

CARDINAL CAPITAL MGMT, L.L.C. 0.6 1.6% Growth

TCW ASSET MANAGEMENT CO. 0.6 1.6% Growth

CPP INVESTMENT BOARD 0.6 1.4% GARP

PZENA INVESTMENT MANAGEMENT LLC 0.5 1.3% Value

EAGLE ASSET MANAGEMENT, INC. 0.5 1.2% Growth

TRUSCO CAPITAL MANAGEMENT INC. 0.5 1.2% GARP

PUTNAM INVESTMENT MANAGEMENT, INC. 0.5 1.2% GARP

ROYCE & ASSOCIATES LLC 0.4 1.0% Value

ENDEAVOUR CAPITAL ADVISORS, INC. 0.4 1.0% Value

KALMAR INVESTMENTS, INC. 0.4 0.9% Growth

FRIESS ASSOCIATES LLC 0.4 0.9% Growth

F&C ASSET MANAGEMENT PLC. 0.3 0.9% GARP

SILVERCREST ASSET MANAGEMENT GROUP LLC 0.3 0.8% GARP

Top 20 Institutional Total 25.0 63.2%

Other Identified Institutions 4.4 11.2%

Insiders(3) 2.7 6.8%

Retail and Unidentified Institutions 7.4 18.8%

Total Basic Shares Outstanding 39.5 100.0%

U.S. Institutions

67%

International

Institutions

5%

Retail &

Unidentified

Institutions

28%

GARP

30

13%

Value

11%

Index

0%

Growth

47%

Yield

1%

Retail &

Unidentified

Institutions

30

30

28%

EX-99.(D)(12)

Exhibit (d)(12)

March 22, 2007

To: James Barton, Charles Brophy, Marc Cohen, Hector Fortun, John Graham, Richard Gulliver, Bruce Guthart, Martin Hughes, Kirk James, Dale Kaufman, Lawrence Lineker, Tina Osen, Marianne Paine, Dennis Pauls, Mark Pyka, Chad Robertson, Andre Soucisse and Roy Taylor (collectively, the “Executives”)

Re: Rollover Commitments

Ladies and Gentlemen:

Reference is made to the Rollover Commitments dated as of February 25, 2007 (the “Rollover Commitments”) by and between 0783587 B.C. Ltd., a company incorporated under the laws of British Columbia (“Holdco”), and each Executive.

In connection with the amendment dated as of the date hereof (the “Amendment”) to the Arrangement Agreement dated as of February 25, 2007 (the “Arrangement Agreement”) by and between Hub International Limited, a Canadian corporation, and Maple Tree Acquisition Corporation, a company incorporated under the laws of British Columbia, we are writing to you to confirm our agreement to the following matters, notwithstanding anything to the contrary contained in the Rollover Commitments:

• that, in connection with increase of the per share purchase price under the Arrangement Agreement pursuant to the Amendment, each reference to “$40.00” per share in the Rollover Commitments shall be deemed to be “$41.50” per share;

• that in lieu of the options identified in Exhibit B to the Rollover Commitments, we intend to provide the Executives with profits interests in a limited liability company or similar entity affiliated with us (“Newco”);

• that the aggregate amount of profits interests available to be issued to the Executives and other members of management shall represent approximately 15% of the fully-diluted equity of Newco; and

• that, for each issuance of profits interests (i) approximately two-thirds of the profits interests will be subject solely to time-based vesting in equal annual increments over a five year period from the date of issuance while the holder remains employed and (ii) approximately one-third of the profits interests will be subject to this time-based vesting and to Apax receiving a 2x return on its investment and a 20% IRR.

Very truly yours,
0783587 B.C. LTD.
By:	/s/ Mitch Truwit
	Name: Mitch Truwit Title: Secretary