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September 30, 2009
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Brown & Brown, Inc.
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220 South Ridgewood Avenue
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Daytona Beach, Florida 32114
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LETTER AMENDMENT
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Re: Master Shelf and
Note Purchase Agreement, dated as of December 22, 2006 (as amended,
and as may be further amended from time to time, the " Shelf
Agreement ") by and between BROWN & BROWN, INC (the "
Company ") and each of PRUDENTIAL INVESTMENT MANAGEMENT,
INC. (" PIM "), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
and the purchasers from time to time party thereto
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Ladies and Gentlemen:
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Reference is made to the Shelf Agreement pursuant to which,
among other things, (a) the Company (i) issued and sold to its
$25,000,000 5.66% Senior Notes, Series C, due December 22, 2016
(the " Series C Notes ") and (ii) $25,000,000 5.37% Senior
Notes, Series D, due January 15, 2015 (the " Series D Notes
") and (b) the Company may from time to time issue additional
senior secured promissory notes in an aggregate principal amount of
up to (including the aggregate original principal amount of the
Series C Notes and the Series D Notes) $200,000,000 (the " Shelf
Notes " and, together with the Series C Notes and the Series D
Notes, collectively, the " Notes ") within limits prescribed
by, and subject to the terms and conditions of, the Shelf
Agreement. Capitalized terms used in this letter amendment
(this " Letter Amendment ") and not otherwise defined herein
having the meaning provided in the Shelf Agreement.
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PIM, each of the holders of Notes signatory hereto and Company
hereby agree to each of the following amendments, effective as of
September 30, 2009:
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(i)
Clause (b) of
Section 2.2 of the Shelf Agreement is hereby amended and restated
in its entirety to read as follows:
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"(b)
" Issuance Period . Shelf Notes may be issued and sold
pursuant to this Agreement beginning on the First Closing Date
until the earlier of (i) September 30, 2012 or (ii) the thirtieth
day after Prudential shall have given to the Company, or the
Company shall have given to Prudential, written notice stating that
it elects to terminate the subsequent issuance and sale of Shelf
Notes pursuant to this Agreement (or if such thirtieth day is not a
Business Day, the Business Day next preceding such thirtieth
day). The period during which Shelf Notes may be issued and
sold pursuant to this Agreement is herein called the " Issuance
Period "."
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(ii)
Clause (a) of Section 9.6 of the Shelf Agreement is hereby amended
and restated in its entirety to read as follows:
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"(a)
If, at any time, any Subsidiary is or becomes obligated under any
Guaranty of Indebtedness of the Company, in an aggregate amount
equal to or greater than $30,000,000, the Company shall cause each
such Subsidiary to become a Subsidiary Guarantor on a joint and
several basis with all other
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