REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2005 • Oakmont Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of April, 2005, by and among Oakmont Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between OAKMONT ACQUISITION CORP. and MORGAN JOSEPH & CO. INC. Dated: , 2005Underwriting Agreement • July 12th, 2005 • Oakmont Acquisition Corp. • Blank checks • New York
The undersigned, Oakmont Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as “you,” “Morgan Joseph & Co.” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • June 30th, 2005 • Oakmont Acquisition Corp. • Blank checks • New York
Agreement made as of , 2005 between Oakmont Acquisition Corp., a Delaware corporation, with offices at 33 Bloomfield Hills Parkway, Suite 240, Bloomfield Hills, MI 48304 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 4th, 2005 • Oakmont Acquisition Corp. • New York
This Agreement is made as of , 2005 by and between Oakmont Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • June 30th, 2005 • Oakmont Acquisition Corp. • Blank checks • New York
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • October 23rd, 2006 • Oakmont Acquisition Corp. • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated October 19, 2006, is to the Warrant Agreement, dated as of July 18, 2005 (the “Warrant Agreement”), by and between Oakmont Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation.
WARRANT SUPPLEMENT dated July 18, 2007Warrant Supplement • July 23rd, 2007 • Brooke Credit CORP • Blank checks
REFERENCE is hereby made to the Warrant dated as of October 31, 2006 (as amended from time to time, the “Warrant”) to purchase 150,339 shares of the Common Stock of Brooke Credit Corporation, a Kansas corporation (“BCC Kansas”) issued to JZ Equity Partners PLC (the “Holder”).
SERVICING AGREEMENT BETWEEN BROOKE CORPORATION AND BROOKE CREDIT CORPORATIONServicing Agreement • July 23rd, 2007 • Brooke Credit CORP • Blank checks • 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”).
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, 2007Merger Agreement • February 9th, 2007 • Oakmont Acquisition Corp. • Blank checks • 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”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • June 25th, 2008 • Aleritas Capital Corp. • Short-term business credit institutions
This GUARANTY AND SECURITY AGREEMENT (this “Guaranty”) is made as of the 19th day of June, 2008, by Brooke Capital Corporation, a Kansas corporation (the “Guarantor”), in favor of Autobahn Funding Company LLC, as Lender (the “Lender”), and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, as Agent (the “Agent”), in connection with that certain Amended and Restated Credit and Security Agreement, dated as of August 29, 2006, by and among Brooke Credit Funding, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), Aleritas Capital Corp., a Delaware corporation (f/k/a Brooke Credit Corporation) (“Brooke Credit”), as Seller and Subservicer, Brooke Corporation, a Kansas corporation, as Master Agent Servicer and Performance Guarantor (the “Parent”), the Lender and the Agent. Such Amended and Restated Credit and Security Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, is hereinafter referred to as the “Credit and Security Agree
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2007 • Brooke Credit CORP • Blank checks • 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.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND BETWEEN OAKMONT ACQUISITION CORP. (Buyer), -AND- ONE SOURCE EQUIPMENT RENTALS, LLC, ONE SOURCE EQUIPMENT RENTALS OF LAFAYETTE, LLC, ONE SOURCE EQUIPMENT RENTALS OF DAYTON, LLC, ONE SOURCE EQUIPMENT...Asset Purchase Agreement • September 6th, 2006 • Oakmont Acquisition Corp. • Blank checks • Michigan
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”) dated September , 2006, by and among Oakmont Acquisition Corp., a Delaware corporation or its assignee (“Buyer”), One Source Equipment Rentals, LLC, an Indiana LLC, One Source Equipment Rentals of Lafayette, LLC, an Indiana LLC, One Source Equipment Rentals of Dayton, LLC, an Ohio, LLC, One Source Equipment Rentals of Morton, LLC, an Illinois, LLC, One Source Equipment Rentals of Decatur, LLC, an Illinois LLC, One Source Equipment Rentals of Granite City, an Illinois LLC (each of the aforementioned entities individually refereed to herein as a “Seller” and collectively as the “Sellers”) and each of the Members of the Sellers listed on Exhibit A (individually a “Member” and together the “Members”)
AMENDMENT NO. 1 Dated as of September 1, 2007 to AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of August 29, 2006Credit and Security Agreement • September 6th, 2007 • Brooke Credit CORP • Blank checks • 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”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among OAKMONT ACQUISITION CORP., BROOKE CREDIT CORPORATION, and BROOKE CORPORATION Dated as of April 30, 2007Agreement and Plan of Merger • May 4th, 2007 • Oakmont Acquisition Corp. • Blank checks • Kansas
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 30, 2007 by and among Oakmont Acquisition Corp., a Delaware corporation (“Oakmont”), BROOKE CREDIT CORPORATION, a Kansas corporation (the “Company”), and BROOKE CORPORATION, a Kansas corporation and majority stockholder of the Company (“Parent”).
DAVID J. LANGEVIN LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
FORM OF LETTER AGREEMENT OAKMONT ACQUISITION CORP. [May] , 2005Letter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 23rd, 2007 • Brooke Credit CORP • Blank checks • Kansas
THIS AGREEMENT MADE AND ENTERED INTO THIS 18th day of July, 2007 (the “Effective Date”), by and between BROOKE CREDIT CORPORATION, a Delaware corporation (“Employer”), and Michael Lowry (“Employee”), is as follows:
NOTE REPURCHASE AGREEMENTNote Repurchase Agreement • February 14th, 2008 • Brooke Credit CORP • Short-term business credit institutions • New York
This NOTE REPURCHASE AGREEMENT (“Note Repurchase Agreement”) is entered into as of February 9, 2008, by and among BROOKE CREDIT CORPORATION, a Delaware corporation (the “Company”), and FALCON MEZZANINE PARTNERS II, LP, FMP II CO-INVESTMENT, LLC and JZ EQUITY PARTNERS PLC (collectively, the “Purchasers”) and FMP Agency Services, LLC, as collateral agent (the “Collateral Agent”).
BROOKE MASTER TRUST LLC, as Issuer and THE BANK OF NEW YORK, as Trustee SERIES 2007-A SUPPLEMENT Dated as of December 10, 2007 to MASTER TRUST INDENTURE Dated as of December 10, 2007 Brooke Master Trust LLC SERIES 2007-A Variable Funding NotesMaster Trust Indenture • December 14th, 2007 • Brooke Credit CORP • Blank checks • New York
This SERIES 2007-A SUPPLEMENT, is entered into as of December 10, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “Series 2007-A Supplement”), by and between BROOKE MASTER TRUST LLC, a Delaware limited liability company, as issuer (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (together with its successors and permitted assigns in trust under the Master Trust Indenture referred to below, the “Trustee”) to the Master Trust Indenture, dated as of December 10, 2007, between the Issuer and the Trustee (as the same may be amended, restated, supplemented or modified from time to time, exclusive of Series Supplements, the “Master Trust Indenture”).
KRISLEE & ASSOCIATES, LLC LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
KrisLee & Associates, LLC (“KrisLee”), a stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 9 hereof):
LEE M. CANAAN LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
August 29, 2006Investment Management Trust Agreement • August 31st, 2006 • Oakmont Acquisition Corp. • Blank checks
QVM OAKMONT SERVICES LLC LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
QVM Oakmont Services LLC, (“LLC”) a stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 9 hereof):
ROBERT J. SKANDALARIS LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned officer and director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
AMENDMENT Dated as of June 19, 2008 to AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of August 29, 2006Credit and Security Agreement • June 25th, 2008 • Aleritas Capital Corp. • Short-term business credit institutions • New York
THIS AMENDMENT (this “Amendment”) dated as of June 19, 2008 is entered into by and among BROOKE CREDIT FUNDING, LLC, a Delaware limited liability company (the “Borrower”), ALERITAS CAPITAL CORP., a Delaware corporation (formerly known as Brooke Credit 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 (the “Agent”).
MASTER TRUST INDENTURE Dated as of December 10, 2007Master Trust Indenture • December 14th, 2007 • Brooke Credit CORP • Blank checks • New York
MASTER TRUST INDENTURE, dated as of December 10, 2007, between BROOKE MASTER TRUST LLC, a Delaware limited liability company, as issuer (the “Issuer”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and agreed to and acknowledged by BROOKE WAREHOUSE FUNDING, LLC, a Delaware limited liability company (“BWF”) and BROOKE CREDIT CORPORATION, a Delaware corporation (“BCC”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Master Trust Indenture”).
SERIES 2007-A NOTE PURCHASE AGREEMENT Between BROOKE MASTER TRUST LLC, as Issuer, and FIFTH THIRD BANK, as Purchaser dated as of December 10, 2007Note Purchase Agreement • December 14th, 2007 • Brooke Credit CORP • Blank checks • New York
This SERIES 2007-A NOTE PURCHASE AGREEMENT is entered into as of December 10, 2007, between BROOKE MASTER TRUST LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”), and Fifth Third Bank, an Ohio banking corporation (in its individual capacity, “Fifth Third” and as purchaser under the Series 2007-A Note Purchase Agreement, and together with its successors and assigns, the “Purchaser”) and agreed to and acknowledged by Brooke Warehouse Funding, LLC, a Delaware limited liability company and Brooke Credit Corporation, a Delaware corporation (as the same may be amended, restated, supplemented or otherwise modified, from time to time, the “Series 2007-A Note Purchase Agreement”).
PLEDGE AGREEMENTPledge Agreement • June 25th, 2008 • Aleritas Capital Corp. • Short-term business credit institutions • New York
PLEDGE AGREEMENT, made as of June 19, 2008, by BROOKE CAPITAL CORPORATION, a Kansas corporation (the “Pledgor”), in favor of DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as agent (in such capacity, the “Agent”) for AUTOBAHN FUNDING COMPANY LLC (the “Lender”) in connection with (i) that certain Amended and Restated Credit and Security Agreement, dated as of August 29, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Brooke Credit Funding, LLC, as borrower (the “Borrower”), Aleritas Capital Corp., f/k/a/ Brooke Credit Corporation (“Brooke Credit”), Brooke Corporation (the “Parent”), the Lender and the Agent and (ii) the Brooke Capital Guaranty (as defined in the Credit Agreement).
MARK T. BEHRMAN LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
SECURITY AGREEMENTSecurity Agreement • March 13th, 2008 • Brooke Credit CORP • Short-term business credit institutions • Nebraska
THIS SECURITY AGREEMENT (“Agreement”) dated March 7, 2008, is made and executed between Brooke Credit Corporation, a Delaware corporation (“Borrower”) and FIRST STATE BANK, of Gothenburg, Nebraska (“Bank”). Borrower and Bank are parties to that Credit Agreement dated as of March 7, 2008 (the “Credit Agreement”). This Agreement is one of the Collateral Documents referred to therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.
CREDIT AGREEMENT Dated as of March 7, 2008 between BROOKE CREDIT CORPORATION and FIRST STATE BANKCredit Agreement • March 13th, 2008 • Brooke Credit CORP • Short-term business credit institutions • Nebraska
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 7, 2008, between BROOKE CREDIT CORPORATION, a Delaware corporation (“Borrower”) and FIRST STATE BANK, a banking corporation organized under the laws of the State of Nebraska (the “Bank”).
AMENDMENT NO. 2 Dated as of January 30, 2008 in relation to AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of August 29, 2006Credit and Security Agreement • February 5th, 2008 • Brooke Credit CORP • Short-term business credit institutions • New York
THIS AMENDMENT NO. 2 (this "Amendment") dated as of January 30, 2008 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 (the "Agent").
DONALD J. SPENCE LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned director and stockholder of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
PATRICK T. FLYNN LETTER AGREEMENTLetter Agreement • May 4th, 2005 • Oakmont Acquisition Corp.
The undersigned officer of Oakmont Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 9 hereof):
LIMITED CONSENT, WAIVER AND FIRST AMENDMENTNote and Warrant Purchase Agreement • January 24th, 2008 • Brooke Credit CORP • Short-term business credit institutions
This LIMITED CONSENT, WAIVER, AND FIRST AMENDMENT (“Consent”) is entered into as of July 16, 2007, by and among BROOKE CREDIT CORPORATION, a Kansas corporation (the “Company”), and FALCON MEZZANINE PARTNERS II, LP, FMP II CO-INVESTMENT, LLC and JZ EQUITY PARTNERS PLC (collectively, the “Purchasers”).
