Brooke Corp Sample Contracts

ARTICLE I PURCHASE OF THE SHARES
Employment Agreement • October 18th, 2000 • Brooke Corp • Kansas
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ARTICLE 2 SELLER'S REPRESENTATIONS AND WARRANTIES
Purchase and Sale Agreement • May 14th, 2002 • Brooke Corp • Insurance agents, brokers & service • Kansas
Agency Agreement
Agency Agreement • January 16th, 2001 • Brooke Corp • Insurance agents, brokers & service • Missouri
INDENTURE
Indenture • October 18th, 2000 • Brooke Corp
Exhibit 6.28 GUARANTY
Brooke Corp • January 10th, 2002 • Insurance agents, brokers & service
RECITALS
Agreement • March 30th, 2001 • Brooke Corp • Insurance agents, brokers & service • Kansas
Exhibit 6.19 AGREEMENT FOR SALE OF INSURANCE AGENCY ASSETS
Agreement • October 18th, 2000 • Brooke Corp • Kansas
LEASE
Lease • October 18th, 2000 • Brooke Corp • Kansas
This agreement is executed March 28, 2002. ----
Waiver and Release • May 17th, 2002 • Brooke Corp • Insurance agents, brokers & service

Reference is made to that certain Agreement dated June 13, 2000 by and between Gerald Lanio and William Tyer, collectively referred to as ("Seller") and Brooke Corporation, ("Buyer"), (the "Agreement"). Terms used herein, which are defined in the Agreement, shall have their meanings given to them in the Agreement.

GUARANTY
Brooke Corp • July 11th, 2001 • Insurance agents, brokers & service
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 30th, 2005 • Brooke Corp • Insurance agents, brokers & service • Kansas

THIS AGREEMENT MADE AND ENTERED INTO THIS 29th day of March, 2005, by and between BROOKE FRANCHISE CORPORATION, a Missouri corporation ("Employer"), and Kyle L. Garst ("Employee"), is as follows:

AGREEMENT AND PLAN OF MERGER by and among OAKMONT ACQUISITION CORP., OAKMONT KANSAS, INC., BROOKE CREDIT CORPORATION, and BROOKE CORPORATION Dated as of February 8, 2007
Agreement and Plan of Merger • February 9th, 2007 • Brooke Corp • Insurance agents, brokers & service • Kansas

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 8, 2007 by and among Oakmont Acquisition Corp., a Delaware corporation (“Oakmont”), OAKMONT KANSAS, INC., a Kansas corporation and a wholly-owned subsidiary of Oakmont (“New Oakmont”), BROOKE CREDIT CORPORATION, a Kansas corporation (the “Company”), and BROOKE CORPORATION, a Kansas corporation and majority stockholder of the Company (“Parent”).

AGREEMENT FOR PURCHASE OF INSURANCE AGENCY ASSETS
Assignment of Contract • October 18th, 2000 • Brooke Corp
FORM OF WARRANT
Brooke Corp • November 3rd, 2006 • Insurance agents, brokers & service • New York

THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

GUARANTY
Brooke Corp • October 18th, 2000
WARRANT
Warrant • November 7th, 2006 • Brooke Corp • Insurance agents, brokers & service • New York

THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

SERVICING AGREEMENT BETWEEN BROOKE CORPORATION AND BROOKE CREDIT CORPORATION
Servicing Agreement • July 27th, 2007 • Brooke Corp • Insurance agents, brokers & service • Kansas

This Servicing Agreement (this "Agreement") is made and entered into as of July 18, 2007, by and between Brooke Credit Corporation, a Delaware Corporation (the "Company"), and Brooke Corporation, a Kansas corporation ("BC").

AMENDMENT NO. 4 Dated as of April 20, 2005 to CREDIT AND SECURITY AGREEMENT Dated as of August 27, 2004
Credit and Security Agreement • July 28th, 2005 • Brooke Corp • Insurance agents, brokers & service • New York

THIS AMENDMENT NO. 4 (this “Amendment”) dated as of April 20, 2005 is entered into by and among BROOKE CREDIT FUNDING, LLC, a Delaware limited liability company (the “Borrower”), BROOKE CREDIT CORPORATION, a Kansas corporation (“BCC”), BROOKE CORPORATION, a Kansas corporation (“Brooke Corporation”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company (the “Lender”), and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as agent (the “Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 27th, 2007 • Brooke Corp • Insurance agents, brokers & service • Kansas

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 18, 2007, among Brooke Credit Corporation (formerly known as Oakmont Acquisition Corp.), a Delaware corporation (the “Company”), Brooke Corporation (“Parent”), and, solely for purposes of Section 4.c. in their respective capacities as parties to the Other Registration Rights Agreements (as defined in Section 4.c.), the various parties identified as “Other Holders” on the signature pages hereto.

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AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT among BROOKE CREDIT FUNDING, LLC, as Borrower BROOKE CREDIT CORPORATION, as Seller and Subservicer BROOKE CORPORATION, as Master Agent Servicer and Performance Guarantor AUTOBAHN FUNDING COMPANY LLC,...
Credit and Security Agreement • August 31st, 2006 • Brooke Corp • Insurance agents, brokers & service • New York

THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is made as of August 29, 2006, among BROOKE CREDIT FUNDING, LLC, a Delaware limited liability company, as Borrower, BROOKE CREDIT CORPORATION, a Kansas corporation, as Seller and Subservicer, BROOKE CORPORATION, a Kansas corporation, as Master Agent Servicer and Performance Guarantor, AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company, as the Lender, and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as the Agent.

AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT among BROOKE ACCEPTANCE COMPANY 2007-1 LLC, as Borrower, BROOKE WAREHOUSE FUNDING, LLC, as Original Borrower, Purchaser and Transferor BROOKE CREDIT CORPORATION, as Seller and Subservicer, and FIFTH...
Receivables Financing Agreement • April 5th, 2007 • Brooke Corp • Insurance agents, brokers & service • New York

This AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT (this “Agreement”) is entered into as of March 30, 2007, between BROOKE ACCEPTANCE COMPANY 2007-1 LLC, a Delaware limited liability company, as Borrower (in such capacity, the “Borrower”), BROOKE WAREHOUSE FUNDING, LLC, a Delaware limited liability company (“BWF”, sometimes referred to herein as the “Original Borrower”), as “Purchaser” and “Transferor”, each such capacity as defined herein, BROOKE CREDIT CORPORATION, a Kansas corporation (“BCC”), as Seller (in such capacity, the “Seller”), and as Subservicer (in such capacity, the “Subservicer”), and FIFTH THIRD BANK, an Ohio banking corporation (together with its successors and permitted assigns, “Fifth Third”) (in such capacity, whether on its own behalf or for the benefit of Fountain Square (defined below), together with its successors and permitted assigns, the “Lender”).

AMENDMENT NO. 1 Dated as of September 1, 2007 to AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of August 29, 2006
Credit and Security Agreement • September 6th, 2007 • Brooke Corp • Insurance agents, brokers & service • New York

THIS AMENDMENT NO. 1 (this “Amendment”) dated as of September 1, 2007 is entered into by and among BROOKE CREDIT FUNDING, LLC, a Delaware limited liability company (the “Borrower”), BROOKE CREDIT CORPORATION, a Delaware corporation (“BCC”), BROOKE CORPORATION, a Kansas corporation (“Brooke Corporation”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company (the “Lender”), and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as agent (the “Agent”).

WAIVER AGREEMENT
Waiver Agreement • July 2nd, 2007 • Brooke Corp • Insurance agents, brokers & service • New York

THIS WAIVER AGREEMENT (this “Agreement”) is made as of June 28, 2007, by and between BROOKE CORPORATION, a Kansas corporation (the “Company”) and HBK MASTER FUND, L.P., a Cayman Islands limited partnership (“HBK” and together with the Company, the “Parties”).

NOTE
Brooke Corp • March 31st, 2005 • Insurance agents, brokers & service

This Note is issued pursuant to Section 2.15 of the Credit and Security Agreement dated as of August 27, 2004 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, Brooke Corporation, Brooke Credit Corporation, the Lender and DZ Bank AG Deutsche Zentrale-Genossenschaftsbank, as agent (the “Agent”). Capitalized terms used but not defined in this Note are used with the meanings ascribed to them in the Credit Agreement.

GUARANTY
Brooke Corp • October 18th, 2000
EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2008 • Brooke Corp • Insurance agents, brokers & service

Brooke Corporation, a Kansas corporation (“Brooke”), and the individual named above (“Employee”), by their signatures below and in consideration of the following recitals, representations and covenants, agree to be bound by this Employment Agreement (this “Agreement”). This Agreement is effective as of the date entered above (the “Effective Date”).

JOINT FILING AGREEMENT
Joint Filing Agreement • June 22nd, 2007 • Brooke Corp • Insurance agents, brokers & service

The undersigned hereby agree that (i) this Joint Filing Agreement (this “Agreement”) shall be attached as an exhibit to that certain Statement on Schedule 13D/A (the “Statement”) regarding the common stock of Brooke Corporation, a Kansas corporation, (ii) the Statement (and any amendment thereto) shall be filed with the Securities and Exchange Commission by Brooke Holdings, Inc. on behalf of all of the undersigned as, and shall constitute, a joint filing pursuant to and in accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended.

FRANCHISE AGREEMENT
Franchise Agreement • July 28th, 2005 • Brooke Corp • Insurance agents, brokers & service • Kansas

THIS AGREEMENT made and entered into this day of , 200 , (which with all exhibits and addenda shall be referred to herein as the “Agreement”) by and between Brooke Franchise Corporation, a Missouri Corporation, having its principal place of business at Overland Park, Kansas, referred to hereafter as “Brooke”; and, , a/an , whose offices and primary place of business is/are located at , .

Exhibit 6.23 LEASE AGREEMENT
Lease Agreement • October 18th, 2000 • Brooke Corp
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 26th, 2006 • Brooke Corp • Insurance agents, brokers & service • Missouri

This Stock Purchase Agreement (this “Agreement”) is made and entered into on January 23, 2006, by and among Brooke Corporation, a Kansas corporation (“Buyer”), and Kansas City Life Insurance Company, a Missouri corporation (“Seller”).

SAFECO PROPERTY AND CASUALTY INSURANCE AGENCY AGREEMENT
And Casualty Insurance Agency Agreement • January 16th, 2001 • Brooke Corp • Insurance agents, brokers & service
2,500,000 Shares Brooke Corporation Common Stock par value $0.01 per share Underwriting Agreement
Underwriting Agreement • July 28th, 2005 • Brooke Corp • Insurance agents, brokers & service • New York

Brooke Corporation, a Kansas corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P. and the other Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of 2,500,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 375,000 additional shares (the “Optional Shares”) of the common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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