AMENDMENT NO. 2 TO CREDIT AGREEMENT AND JOINDER AGREEMENT

Exhibit 10.6

AMENDMENT NO. 2 TO CREDIT AGREEMENT

AND JOINDER AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT AND JOINDER AGREEMENT (the “ Amendment Agreement ”), dated as of September 10, 2007, is made by and among HILB ROGAL & HOBBS COMPANY , a Virginia corporation (the “ Borrower ”), each of the Guarantor Subsidiaries (as defined in the Credit Agreement described below), BANK OF AMERICA, N.A. , a national banking association organized and existing under the laws of the United States (“ Bank of America ”), in its capacity as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), each of the existing Lenders under such Credit Agreement (collectively, the “ Existing Lenders ”), and each of the Persons becoming Lenders by the execution of this Amendment Agreement (the “ Joining Lenders ”). Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement as defined below.

WITNESSETH :

WHEREAS , the Borrower, the Administrative Agent and the Lenders have entered into that certain Credit Agreement dated as of April 26, 2006 (as amended by Amendment No. 1 to Credit Agreement dated as of July 13, 2007, as hereby amended and as from time to time hereafter further amended, modified, supplemented, restated, or amended and restated, the “ Credit Agreement ”); and

WHEREAS , as a condition to making the term loan facility and the revolving credit facility available to the Borrower the Lenders have required that all Domestic Subsidiaries of the Borrower guarantee payment of the Obligations; and

WHEREAS , the Borrower plans to enter into an agreement to acquire an entity as disclosed in a confidential letter on file with the Administrative Agent (the “ Disclosed Acquisition ”); and

WHEREAS , in connection with the Disclosed Acquisition, the Borrower intends to enter into a Note Purchase and Private Shelf Agreement, dated September 10, 2007, among the Borrower with The Prudential Insurance Company of America (“ Prudential ”) and certain other holders of the Senior Notes (together with Prudential, the “ Senior Note Holders ”), as the same may be amended, restated, supplemented or modified from time to time in compliance with the terms of the Credit Agreement and the Intercreditor Agreement among the Senior Note Holders, the Administrative Agent, the Collateral Agent, the Lenders and the Borrower, pursuant to which the Senior Note Holders agree to purchase certain Senior Secured Notes in an aggregate principal amount of up to $200,000,000 (the “ Senior Notes ”) (such transaction, the “ Senior Note Purchase ”), to be secured by a first priority perfected lien on the Pledged Interests; and

WHEREAS , the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement to permit the Disclosed Acquisition, the issuance of the Senior Notes and a parity lien on the Pledged Interests to secure the Senior Notes; and

WHEREAS , the Borrower has further requested that the Lenders provide additional Revolving Credit Commitments in the aggregate amount of up to $125,000,000 (which additional Revolving Credit Commitments shall be in addition to those available to be requested by the Borrower under Section 2.15 of the Credit Agreement) from certain of the Revolving Lenders and from the Joining Lenders, each of which is an Eligible Assignee (each such additional Revolving Credit Commitments of such Lenders, an “ Incremental Commitment ”); and

WHEREAS , concurrently with the above referenced transactions, all amounts outstanding under the Term Loan will be paid in full in cash and the Term Loan Facility will be terminated; and

WHEREAS , the Administrative Agent, the undersigned Lenders (including without limitation the Joining Lenders designated on the signature pages hereto) are willing to effect such amendments and certain of the Revolving Lenders and the Joining Lenders are willing to provide such Incremental Commitments on the terms and conditions contained in this Amendment Agreement;

NOW, THEREFORE , in consideration of the premises and conditions herein set forth, it is hereby agreed as follows:

1. Consents. (a) Subject to the terms and conditions set forth herein, the Administrative Agent and the undersigned Lenders (including without limitation the Joining Lenders designated on the signature pages hereto) hereby consent to the consummation of the Senior Note Purchase and the Disclosed Acquisition.

(b) Subject to the terms and conditions set forth herein, the Administrative Agent and the undersigned Lenders (including without limitation the Joining Lenders designated on the signature pages hereto) hereby waive, for, but only for, the 30 day period following the Second Amendment Effective Date, the following requirements for the Borrower’s exercise of an increase in the Revolving Credit Commitments under Section 2.15 of the Credit Agreement: (i) the minimum principal amount of any such increase, (ii) the requirement for notice to the Lenders of any request for an increase, (iii) the minimum ten Business Day period in which Lenders have the right to respond to such request and (iv) such other procedural requirements relating to the exercise of the increase in Commitments under such Section 2.15 as the Administrative Agent may waive in its sole discretion.

2. Amendment. Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended effective as of the date hereof as follows:

(a) The existing definition of “ Acquisition Indebtedness ” in Section 1.01 is deleted in its entirety and the following is inserted in lieu thereof:

“ ‘ Acquisition Indebtedness ’ means (i) the Existing Seller Notes, and (ii) unsecured Indebtedness of the Borrower and its Subsidiaries issued in connection with Permitted Acquisitions to a Target or its shareholders (either (x) at the time of such Acquisition or (y) to evidence an earnout obligation in respect of such Acquisition at the time such earnout obligation becomes due) that is evidenced by one or more written agreements or instruments which shall provide that such Indebtedness (a) shall have covenants and undertakings, that, taken as a whole, are materially less restrictive than those contained herein, and (b) shall bear a cash interest rate not exceeding 12.5% per annum, including similar “seller-financed” Indebtedness of a Target that is assumed by the Borrower or a Subsidiary in connection with a Permitted Acquisition.”

(b) The existing definition of “ Cash Equivalents ” in Section 1.01 is amended by deleting “$500,000,000” in the eighth line and inserting “$250,000,000” in lieu thereof.

(c) The existing definition of “ Loan Documents ” in Section 1.01 is deleted in its entirety and the following is inserted in lieu thereof:

“ ‘ Loan Documents ’ means this Agreement, each Note, the Guaranty (including each Guaranty Joinder Agreement), the Pledge Agreement (including each Pledge Joinder Agreement), the Intercreditor Agreement, each Revolving Loan Notice, each Term Loan Interest Rate Selection Notice, each Issuer Document, the Fee Letter and each Compliance Certificate, and all other instruments and documents heretofore or hereafter executed or delivered to or in favor of any Lender or the Administrative Agent in connection with the Loans made and transactions contemplated by this Agreement.

(d) The existing definition of “ Pledge Agreement  ” in Section 1.01 is deleted in its entirety and the following is inserted in lieu thereof:

“ ‘ Pledge Agreement ’ means that certain Amended and Restated Pledge Agreement dated as of the Second Amendment Effective Date among the Borrower, certain Guarantors and the Collateral Agent, substantially in the form of Exhibit G , as supplemented from time to time by the execution and delivery of Pledge Joinder Agreements pursuant to Section 6.12 , as the same may be otherwise supplemented (including by Pledge Agreement Supplement).”

(e) The existing definition of “ Revolving Credit Facility ” in Section 1.01 is amended by deleting “$325,000,000” and inserting “$445,000,000” in lieu thereof.

(f) The following definitions are added to Section 1.01 in the appropriate alphabetical locations therein:

“ ‘ Anti-Terrorism Order ” shall mean Executive Order No. 13224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

“ ‘ Collateral Agent  ’ has the meaning assigned to that term in Section 9.11 .

“ ‘ Disclosed Acquisition ’ means the Acquisition of an entity as disclosed in a confidential letter on file with the Administrative Agent.

“ ‘ Incremental Commitments ’ means an amount equal to $120,000,000, consisting of (a) increases in the Revolving Credit Commitments of certain Revolving Lenders that were party to the Credit Agreement prior to the effectiveness of the Amendment No. 2 to Credit Agreement and Joinder Agreement dated as of September 10, 2007 (the “ Second Amendment  ”), and (b) any Revolving Credit Commitments of Revolving Lenders that joined the Credit Agreement as Revolving Lenders hereunder pursuant to the Second Amendment.

“ ‘ Intercreditor Agreement  ’ means that certain Intercreditor and Collateral Agency Agreement among the Borrower, the Administrative Agent, the Collateral Agent, and each Senior Note Holder, as the same made be amended, supplemented or otherwise modified from time to time in compliance herewith or therewith.

“ ‘ Prudential ” means The Prudential Insurance Company of America, a New Jersey insurance company.

“ ‘ Second Amendment Effective Date ’ means September 10, 2007.

“ ‘ Senior Note Purchase Agreement ’ means that certain Note Purchase and Private Shelf Agreement among the Borrower and the Senior Note Holders dated September 10, 2007, as amended, restated, extended, supplemented or otherwise modified in compliance herewith and with the Intercreditor Agreement.

“ ‘ Senior Notes ’ means the Senior Secured Notes issued pursuant to the Senior Note Purchase Agreement, in an aggregate principal amount of up to $200,000,000; provided that in no event shall the maturity of such Senior Secured Notes occur prior to August 31, 2011.

“ ‘ Senior Note Holders ’ means Prudential and the other note holders party to the Senior Note Purchase Agreement.”

(g) Section 2.14 is deleted in its entirety and the following is inserted in lieu thereof:

“2.14 Sharing of Payments by Lenders . (a) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans or the portion of the Term Loan made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the applicable Revolving Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Revolving Lenders, or, as applicable, purchase (for cash at face value) participations in the portions of the Term Loan held by the other Term Loan Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the applicable Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective applicable Loans and other amounts owing them, provided that:

“(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

“(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans, portion of the Term Loan or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

“The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

“(b) Notwithstanding the foregoing Section 2.14(a) , each Lender hereby agrees to be bound by the provisions of the Intercreditor Agreement, and further agrees that in the event that any Lender receives any payment to which Section 2.14(a) would otherwise apply and any portion of such payment is required to be distributed pursuant to the Intercreditor Agreement, such Lender shall promptly notify the Administrative Agent thereof (including calculations of the amount to be distributed pursuant to the Intercreditor Agreement, which may be made in consultation with the Administrative Agent) and will distribute such amount to Persons other than Lenders entitled thereto in accordance with the terms of the Intercreditor Agreement, with the balance of such amount otherwise subject to Section 2.14(a) being distributed in accordance therewith.”

(h) Section 2.15(a) is amended by adding the parenthetical “(not including and in addition to the Incremental Commitments)” in the sixth line thereof immediately after “$125,000,000”.

(i) Section 6.03 is amended by adding the following new subsection (f) after subsection (e):

“(f)(i) the occurrence of any default or event of the default under the Senior Note Purchase Agreement, or (ii) any amendment or modification of the Senior Note Purchase Agreement, together with a copy thereof.”

(j) Article VI is amended by inserting the following new Section 6.15 after Section 6.14 :

“ 6.15 ERISA. (a) Deliver to the Administrative Agent promptly and in any event within ten (10) days after it knows or has reason to know of the occurrence of any event of the type specified in Section 8.01(i) notice of such event and the likely impact on the Borrower and its Subsidiaries.

“(b) In the event it or any Subsidiary have participated, now participates or will participate in any Plan or Multiemployer Plan, deliver to the Administrative Agent: (i) promptly and in any event within ten (10) days after it knows or has reason to know of the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event, together with a statement of the chief financial officer of the Borrower setting forth details as to such Reportable Event and the action which the Borrower proposes to take with respect thereto; (ii) at least ten (10) days prior to the filing by any plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such notice; (iii) promptly upon the reasonable request of the Administrative Agent, and in no event more than ten (10) days after such request, copies of each annual report on Form 5500 that is filed with the Internal Revenue Service, together with certified financial statements for the Plan (if any) as of the end of such year and actuarial statements on Schedule B to such Form 5500; (iv) promptly and in any event within ten (10) days after it knows or has reason to know of any event or condition which might constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, a statement of the chief financial officer of the Borrower describing such event or condition; (v) promptly and in no event more than ten (10) days after its or any ERI