8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 2, 2007

HUB INTERNATIONAL LIMITED

(Exact name of Registrant as specified in its charter)

Canada

(State or Other Jurisdiction of Incorporation)

1-31310	36-4412416
(Commission File Number)	(I.R.S. Employer Identification Number)

55 East Jackson Boulevard, Chicago, Illinois 60604

(877) 402-6601

(Address of principal executive offices and telephone number, including area code)

n/a

(Former name or former Address, if changed since last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 2, 2007, Hub International Limited (the “Company”) borrowed $10,000,000 under its $75,000,000 unsecured revolving credit facility, dated as of April 4, 2006 (the “U.S. Credit Facility”), by and between the Company and Bank of Montreal, to fund in part the earnout payment in the amount of $21.8 million made to Tal Man, LLC in connection with the July 2004 acquisition of Talbot Financial Corporation. The Company had previously borrowed $22,000,000 under the U.S. Credit Facility on February 28, 2007, to fund in part the acquisition of Hibernia Insurance Agency, L.L.C. As of the date of this Current Report on Form 8-K, the Company had aggregate borrowings of $32,000,000 under the U.S. Credit Facility.

On April 3, 2007, the Company entered into an Amending Agreement (the “Amending Agreement”) with Bank of Montreal to extend the term of the U.S. Credit facility to April 2, 2008 from April 4, 2007. The Company paid Bank of Montreal a one-time fee of $75,000.00 in connection with this extension. The foregoing summary of the Amending Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amending Agreement, attached as Exhibit 2.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

2.1 Amending Agreement, dated as of April 3, 2007, between Bank of Montreal and Hub International Limited.

EXHIBIT INDEX

Exhibit	Description
2.1	Amending Agreement, dated as of April 3, 2007, between Bank of Montreal and Hub International Limited.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 5, 2007

HUB INTERNATIONAL LIMITED
By:	/s/ Marianne D. Paine
Name:	Marianne D. Paine
Title:	Chief Legal Officer and Assistant Secretary

EX-2.1

Exhibit 2.1

THIS AMENDING AGREEMENT is made as of the 3rd day of April, 2007.

BETWEEN:

HUB INTERNATIONAL LIMITED PARTNERSHIP,

a limited partnership organized under

the laws of the State of Delaware,

- and -

BANK OF MONTREAL,

a Canadian chartered bank,

WHEREAS the parties hereto entered into a credit agreement dated as of April 4, 2006 (such credit agreement being herein referred to as the “Credit Agreement”);

AND WHEREAS the parties hereto wish to amend the Credit Agreement to reflect the extension pursuant to Section 2.3(c) of the Credit Agreement of the first date referred to in clause (a) of the definition of “Term Date” in the Credit Agreement to April 2, 2008;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged by each of the parties hereto) the parties do hereby respectively covenant and agree as follows:

1. The parties hereby concur in this amendment to the Credit Agreement and, upon the execution of this amending agreement, the Credit Agreement and this amending agreement shall be deemed to constitute the entire Credit Agreement. Subject as hereinafter set forth the Credit Agreement is hereby confirmed to be in all respects in full force and effect on this date as an agreement, binding in accordance with its terms on, and enforceable against, the parties to this amending agreement and, without limiting the foregoing, the Borrower hereby acknowledges and agrees that, except for the amendment of the definition of “Term Date” hereinafter set forth, the execution and delivery by the Lender of this amending agreement shall not constitute or operate as an amendment, modification or waiver of any provision of, or of the strict observance, performance or compliance by the Borrower with, any term, covenant, condition or agreement contained in the Credit Agreement, or as an indulgence or consent granted by the Lender to any departure by the Borrower from any term, covenant, condition or agreement contained in the Credit Agreement.

2. Unless otherwise defined herein, all capitalized terms used in this amending agreement shall have the respective meanings ascribed thereto in the Credit Agreement.

3. Effective the date of this amending agreement, Section 1.1 of the Credit Agreement is amended by replacing the definition of “Term Date” thereunder with the following:

“Term Date” means the earlier of (a) April 2, 2008 or, if such date is extended pursuant to Section 2.3(c), the date to which it has been extended, and (b) the Amortization Date;

4. This amending agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

5. This amending agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.

IN WITNESS WHEREOF this amending agreement has been executed by the parties hereto.

HUB INTERNATIONAL LIMITED PARTNERSHIP, by its general partner, HUB INTERNATIONAL PARTNERS LIMITED
Per:	/s/ John P. Graham
	Authorized Signing Officer John P. Graham, CFO and Vice President
Per:	/s/ Peter L. Scavetta
	Authorized Signing Officer Peter L. Scavetta, Vice President, Finance
BANK OF MONTREAL
Per:	/s/ John Coke
	Authorized Signing Officer John Coke, Managing Director

ACKNOWLEDGEMENT AND AGREEMENT BY GUARANTOR

FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency whereof is hereby acknowledged by the undersigned) the undersigned, Hub International Limited, does hereby acknowledge the terms and conditions of the amending agreement between Hub International Limited Partnership and Bank Of Montreal set out above and further acknowledges and agrees that, after giving full force and effect to such amending agreement, the Guarantee entered into as of April 4, 2006 by the undersigned in favour of Bank of Montreal (the “Guarantee”) remains in all respects in full force and effect on this date, binding in accordance with its terms on, and enforceable against, the undersigned and, without limiting the foregoing,

- 2 -

the undersigned hereby acknowledges and agrees that the execution and delivery by Bank of Montreal of such amending agreement shall not constitute or operate as an amendment, modification or waiver of any provision of, or of the strict observance, performance or compliance by the undersigned with, any term, covenant, condition or agreement contained in the Guarantee, or as an indulgence or consent granted by Bank of Montreal to any departure by the undersigned from any term, covenant, condition or agreement contained in the Guarantee.

IN WITNESS WHEREOF this acknowledgement and agreement has been executed by the undersigned as of the date of the amending agreement between Hub International Limited Partnership and Bank Of Montreal set out above.

HUB INTERNATIONAL LIMITED
Per:	/s/ John P. Graham	c/s
	Authorized Signing Officer John P. Graham, CFO and Vice President
Per:	/s/ Peter L. Scavetta
	Authorized Signing Officer Peter L. Scavetta, Vice President, Finance

- 3 -