ARTICLE I PURCHASE OF THE SHARESPurchase Agreement • October 18th, 2000 • Brooke Corp • Kansas
Exhibit 6.28 GUARANTYGuaranty • January 10th, 2002 • Brooke Corp • Insurance agents, brokers & service
ARTICLE 2 SELLER'S REPRESENTATIONS AND WARRANTIESPurchase and Sale Agreement • May 14th, 2002 • Brooke Corp • Insurance agents, brokers & service • Kansas
Agency AgreementAgency Agreement • January 16th, 2001 • Brooke Corp • Insurance agents, brokers & service • Missouri
RECITALSLoan Agreement • March 30th, 2001 • Brooke Corp • Insurance agents, brokers & service • Kansas
LEASELease Agreement • October 18th, 2000 • Brooke Corp • Kansas
GUARANTYGuaranty • March 30th, 2001 • Brooke Corp • Insurance agents, brokers & service
EXHIBIT 2.00 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made and entered into as of the 22nd day of February 2002 by and between 1st Financial Bancshares, Inc. ("Seller") and Brooke Bancshares, Inc. ("Buyer"). WITNESSED: WHEREAS, the...Stock Purchase Agreement • May 14th, 2002 • Brooke Corp • Insurance agents, brokers & service • Kansas
INDENTUREIndenture • October 18th, 2000 • Brooke Corp
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.
Exhibit 6.08 AGREEMENT FOR ADVANCEMENT OF LOAN WHEREAS, Brooke Credit Corporation ("lender") has agreed to loan GI Agency, Inc. ("borrower") the amount of One Hundred Thousand Dollars ($100,000.00) for the purpose of financing the down payment for...Loan Agreement • October 18th, 2000 • Brooke Corp
EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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:
WARRANTWarrant Agreement • 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.
Exhibit 6.06 AGREEMENT FOR ADVANCEMENT OF LOAN WHEREAS, Brooke Credit Corporation ("lender") has agreed to loan G. I. Agency, Inc. ("borrower") the amount of $300,000 for the purpose of financing the down payment for acquiring Brooke Financial...Loan Agreement • October 18th, 2000 • Brooke Corp
AGREEMENT FOR PURCHASE OF INSURANCE AGENCY ASSETSAssignment of Contract • October 18th, 2000 • Brooke Corp
SERVICING AGREEMENT BETWEEN BROOKE CORPORATION AND BROOKE CREDIT CORPORATIONServicing 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").
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 • 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”).
AMENDMENT NO. 4 Dated as of April 20, 2005 to CREDIT AND SECURITY AGREEMENT Dated as of August 27, 2004Credit 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 AGREEMENTRegistration 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.
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.
FRANCHISE AGREEMENTFranchise 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 , .
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, 2006Credit 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 AGREEMENTWaiver 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”).
NOTENote • March 31st, 2005 • Brooke Corp • 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.
GUARANTYGuaranty • October 18th, 2000 • Brooke Corp
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTJoint 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.
Exhibit 6.23 LEASE AGREEMENTLease Agreement • October 18th, 2000 • Brooke Corp
STOCK PURCHASE AGREEMENTStock 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”).
2,500,000 Shares Brooke Corporation Common Stock par value $0.01 per share Underwriting AgreementUnderwriting 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”).
AGREEMENT FOR SALE OF INSURANCE AGENCY ASSETSAssignment of Contract • October 18th, 2000 • Brooke Corp
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2007 • Brooke Corp • Insurance agents, brokers & service • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2007, between Brooke Corporation, a Kansas corporation (the “Company”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
NOTE AND WARRANT PURCHASE AGREEMENT BROOKE CREDIT CORPORATION $45,000,000 Principal Amount Senior Secured Notes Due April 30, 2013 Warrants for Common Stock October 31, 2006Note and Warrant Purchase Agreement • November 3rd, 2006 • Brooke Corp • Insurance agents, brokers & service • New York
The undersigned, Brooke Credit Corporation, a Kansas corporation (the “Company”) proposes to issue and sell to the Purchasers for cash (i) $45,000,000 principal amount of their Senior Secured Notes due April 30, 2013 (the “Notes”) and (ii) Warrants (as defined in Exhibit B hereto) to purchase Common Stock in the Company.
Separation Agreement and General ReleaseSeparation Agreement • March 13th, 2008 • Brooke Corp • Insurance agents, brokers & service
This Separation Agreement and General Release (this “Agreement”) is dated as of March 11, 2008 (the “Separation Date”) and is made between Brooke Corporation, a Kansas corporation with its principal office in Overland Park, Kansas, on its own behalf and on behalf of its affiliates (collectively, “BXXX”), and Keith E. Bouchey (“KEB”). KEB is employed by BXXX or a company controlling, controlled by or under common control with BXXX (as used herein, “affiliate”). KEB and BXXX now wish to end that employment, to set forth the terms of their future relationship and to mutually release each other from certain claims specifically including all claims or potential claims arising under the Age Discrimination in Employment Act (“ADEA”), and all other claims or potential claims with respect to KEB’s employment by BXXX and the termination thereof. KEB has no right to, or vested interest in, the consideration described in this Agreement unless KEB executes and returns this Agreement and the revocat
