NOTE REPURCHASE AGREEMENT

Exhibit 10.1

NOTE REPURCHASE AGREEMENT

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”).

RECITALS

WHEREAS, the Company and the Purchasers are parties to a certain Note and Warrant Purchase Agreement dated as of October 31, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”) whereby Purchasers purchased Senior Secured Notes due April 30, 2013 in the aggregate principal amount of $45,000,000 (the “ Notes ”) and certain Warrants to purchase Common Stock of the Company (the “ Warrants ”) pursuant to the terms of the Agreement;

WHEREAS, the Purchasers and the Company have decided to work towards a mutually acceptable wind-up of their relationship and have agreed to use their commercially reasonable best efforts, to accomplish a series of tasks that would lead to the winding up of the relationship by no later than February 29, 2008, namely: (i) on or before February 29, 2008, the Company shall use its commercially reasonable best efforts to raise sufficient funds to repurchase the Notes from the Purchasers at a price of 103.733% of par, or $46,679,850, plus interest accrued to the date of closing (the “ Note Repurchase Amount ”); (ii) if the Company is able to raise such funds and tender the other items specified herein, the Purchasers will sell the Notes to the Company for the Note Repurchase Amount, (iii) the Company shall use its commercially reasonable best efforts to cause the shares of Common Stock underlying the Warrants to be registered for resale, on a delayed or continuous basis, on a registration statement on Form S-3 pursuant to the Securities Act of 1933, as amended (the “ Shelf Registration Statement ”), and (iv) if the Company tenders the items specified herein, the Purchasers will tender the Warrants to the Company in exchange for a number of shares of Common Stock equal to 1,014,673 shares of Common Stock less that number of shares as is necessary to pay the aggregate Exercise Amount as permitted pursuant to Section 2(a) of the Warrants, subject to any adjustments or other events required by the Warrants, (the “ Exchange Stock ”).

WHEREAS, if each of the tasks set forth above in (i) through (iv) are timely accomplished, the parties will release any and all claims that the have or may claim to have against each other, as provided for and qualified by the provisions of Exhibit A to this Note Repurchase Agreement;

WHEREAS, in consideration of the matters described in this Note Repurchase Agreement, between the date hereof and February 29, 2008, the Company intends to gather funds necessary to repurchase the Notes from the Purchasers as described above; and to deposit and segregate such funds in account no. 147281 at First National Bank and Trust (the “ Dedicated Account ”), which account shall be blocked for the benefit of the Purchasers until the earlier of a Termination Event or March 3, 2008;

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WHEREAS , the parties intend to do such other things as may be necessary or appropriate to achieve the purposes set forth above;

AGREEMENT

NOW THEREFORE , in consideration of the mutual conditions and agreements set forth in this Note Repurchase Agreement, the parties agree as follows:

1. Definitions . Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Agreement or the Warrants, as applicable.

“ Agreemen t” has the meaning set forth the Recitals.

“ Blocked Account Agreement ” has the meaning set forth in Section 3.

“ Capital Raising Plan ” has the meaning set forth in Section 3.

“ Company ” has the meaning set forth in the Preamble.

“ Company Deliveries ” has the meaning set forth in Section 4(a).

“ Dedicated Account ” has the meaning set forth in the Recitals.

“ Exchange Stock ” has the meaning set forth in the Recitals.

“ Note Repurchase Amount ” has the meaning set forth in the Recitals.

“ Notes ” has the meaning set forth in the Recitals.

“ Purchaser Deliveries ” has the meaning set forth in Section 4(b).

“ Purchasers ” has the meaning set forth in the Preamble.

“ Registration Rights Agreement ” shall mean that certain Registration Rights Agreement to be dated as of the Company Tender by and among the Company and the Purchasers substantially in the form of Exhibit C hereto.

“ Shelf Registration Statement ” has the meaning set forth in the Preamble.

“ Note Repurchase Agreement ” has the meaning set forth in the Preamble.

“ Note Repurchase Documents ” has the meaning set forth in Section 5.

“ Termination Event ” means the occurrence of any of the following events: (a) a Default or an Event of Default (other than of the type described in Section 2(a) of this Note Repurchase Agreement) shall occur under the Agreement or any of the

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other Purchaser Documents, (b) at such time as the Company or any of its Subsidiaries or Affiliates threatens or asserts any claim or commences any action, suit or proceeding against the Collateral Agent or any Purchaser, or (c) the occurrence of (i) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding up or relief of debtors, or (ii) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case in (i) and (ii) above, undertaken under United States federal or state or non United States laws, regulations or rules, including the Bankruptcy Code.

“ Warrants ” has the meaning set forth in the Recitals.

2. [Reserved]

3. Dedicated Account . The Company agrees to use its commercially reasonable best efforts to raise sufficient cash to pay the Note Repurchase Amount on or prior to February 29, 2008 by taking the actions described in the Capital Raising Plan contained in memoranda entitled “Loan Participation Offering Memorandum” dated January 3, 2008, and “Confidential Financing Memorandum” dated January 9, 2008, separately provided to the Purchasers (the “ Capital Raising Plan ”). The Company agrees that it shall deposit funds sufficient to pay the Note Repurchase Amount received in respect of the Capital Raising Plan, when and as received, in the Dedicated Account. Until the earlier of (a) 5:01 PM CST on February 29, 2008, or (b) the Business Day following the date of the Company Tender, the Dedicated Account shall be blocked as set forth the Blocked Account Control Agreement of even date herewith with respect to the Dedicated Account (the “ Blocked Account Agreement ”) and the blocking letter of even date herewith (the Blocking Letter”).

4. Note Repurchase and Warrant Exercise .

(a) Company Tender . If the Company is successful in gathering sufficient cash to tender the Note Purchase Amount, the Company shall tender to the Purchasers the following (the “ Company Deliveries ”):

(i) the full amount of the Note Repurchase Amount;

(ii) share certificates representing the Exchange Stock in the names of the Purchasers or their designees, containing only those restrictive legends required by federal or state securities laws;

(iii) evidence that the Company has prepared and filed with the U.S. Securities and Exchange Commission the Shelf Registration Statement with respect to the resale by the Purchasers, on a delayed or continuous basis, of the Warrants and the Exchange Stock in compliance with the requirements set forth in the Registration Rights Agreement;

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(iv) an executed copy of the mutual release of claims in the form set forth in Exhibit A hereto signed by the Parent and the Borrower;

(v) an executed copy of the Registration Rights Agreement in the form set forth in Exhibit C hereto; and

(vi) an amount sufficient to reimburse the Purchasers for any out-of-pocket expenses reimbursable pursuant to the terms of Section 14 of this Note Repurchase Agreement, or evidence satisfactory to the Purchasers that such amounts have been paid.

(b) Purchaser Tender . If the Purchasers receive the Company Deliveries prior to 5:00 pm (CST) on February 29, 2008, the Purchasers shall tender to the Company the following (the “ Purchaser Deliveries ”):

(i) the Notes;

(ii) the Warrants;

(iii) an executed copy of the mutual release of claims in the form set forth in Exhibit A hereto signed by each of the Purchasers and the Collateral Agent; and

(iv) an executed copy of the Registration Rights Agreement in the form set forth in Exhibit C hereto.

5. Representations and Warranties . To induce the Purchasers to enter into this Note Repurchase Agreement, Company represents and warrants to the Purchasers that:

(a) the execution, delivery and performance of this Note Repurchase Agreement, and of the agreements, documents and instruments executed and/or delivered in connection therewith (together with this Note Repurchase Agreement, the “ Note Repurchase Documents ”), have been duly authorized by all requisite corporate action on the part of the Company and the other parties thereto and that this Note Repurchase Agreement and each of the other Note Repurchase Documents (i) has been duly executed and delivered by the Company and the other parties thereto and (ii) constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms;

(b) the execution, delivery and performance of this Note Repurchase Agreement and each of the other Note Repurchase Documents does not and will not contravene, conflict with, violate or constitute a default under such party’s by-laws or articles or certificate of incorporation, or any applicable law, rule or regulation, or any judgment, decree or order, of which such party has knowledge or any material agreement, indenture or instrument to which such party is a party or is bound or which is binding upon or applicable to all or any portion of its property;

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(c) the Collateral Agent and the Purchasers may enforce the payment of the liabilities and the performance of the obligations of the Borrower as set forth in the Purchaser Documents and as provided by applicable law; and

(d) by its signature below, the Company agrees that it shall constitute and Event of Default if any representation or warranty made herein should be false or misleading in any material respect.

6. Additional Covenants . In addition to the covenants contained in Section 6 and Section 7 of the Agreement, the Company agrees to abide by each of the following additional covenants, provided , that if no transaction is completed as contemplated under the covenants in (b) and (c) shall continue thereafter:

(a) the Company shall provide the Purchasers with daily online access to a report on the balance of the Dedicated Account;

(b) the Company shall provide the Purchasers with information requested on Exhibit B hereto with the frequency indicated thereon; and

(c) the Company shall use its commercially reasonable best efforts to prepare and promptly file the Shelf Registration Statement and to cause the Shelf Registration Statement to be declared effective promptly.

7. No Waiver . Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Agreement or any of the other Purchaser Documents and nothing contained herein shall constitute a course of conduct or dealing among the parties hereto. The Collateral Agent and each Purchaser reserve all rights, privileges and remedies under the Purchaser Documents. Except as amended hereby, the Agreement and the other Purchaser Documents remain unmodified and in full force and effect. All references in the Purchaser Documents to the Agreement shall be deemed to be references to the Agreement as amended hereby.

8. Negotiations . The Borrower stipulates and agrees that each of the Purchaser Documents and the Note Repurchase Documents are products of and result from arms-length negotiations between the parties and that neither the Collateral Agent nor the Purchasers nor any other party has exerted or attempted to exert improper or unlawful pressure or influence in connection with the execution or delivery of the Note Repurchase Documents or any of the other Purchaser Documents. Without in any way limiting the foregoing, each of the parties hereto stipulates and agrees that at all times during the course of the negotiations surrounding the execution and delivery of the Purchaser Documents and the Note Repurchase Documents, such party has, to the extent deemed necessary or advisable in its sole discretion, been advised and assisted by competent counsel of its own choosing, and that counsel has been present and actively participated in the negotiations surrounding the Purchaser Documents and the Note Repurchase Documents.

9. Severability; Counterparts . Any provision of this Note Repurchase Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall

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not impair or invalidate the remainder of this Note Repurchase Agreement and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. This Note Repurchase Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument.

10. Ratification . The terms and provisions set forth in this Note Repurchase Agreement shall modify and supersede all inconsistent terms and provisions of either the Agreement or the Warrants and shall not be deemed to be consent to the modification or waiver of any other term or condition of the Agreement or Warrants. Except as expressly modified and superseded by this Note Repurchase Agreement, the terms and provisions of the Agreement and Warrants are ratified and confirmed and shall continue in full force and effect.

11. Integration . This Note Repurchase Agreement contains the entire understanding and agreement among the Company and the Purchasers with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreements among them with respect thereto.

12. Incorporation of Recitals . The parties acknowledge and agree that the Recitals are a material part of this Note Repurchase Agreement, and shall be considered an operative section of this Agreement, as if more fully set forth herein.

13. Status as Purchaser Document . The parties intend for this Note Repurchase Agreement to be a Purchaser Document. As a result, and notwithstanding anything in the Agreement to the contrary, any breach of the terms of this Note Repurchase Agreement by the Borrower shall be an immediate Event of Default under the Agreement.

14. Expenses . Notwithstanding anything to the contrary in the Agreement, upon presentation of documentation by the Purchasers and the Collateral Agent (including itemized bills from legal counsel stating services rendered, time expended and hourly rates of participating attorneys), the Borrower agrees to pay (or reimburse, as the case may be) all reasonable out-of-pocket expenses incurred by the Collateral Agent and the Purchasers in connection with the matters contemplated by this Note Repurchase Agreement.

15. Governing Law . This Note Repurchase Agreement shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law principles, including all matters of construction, validity and performance.

(Signature Page Follows)

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The Purchasers, the Collateral Agent and Company have executed this instrument the day and year set forth above.

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EXHIBIT A

Form of Mutual Release

(a) Upon consummation of the transactions contemplated herein, the Company, on behalf of itself and its Subsidiaries, and the Parent hereby remise, release, acquit, satisfy and forever discharge the Collateral Agent and the Purchasers, each of their respective agents, employees, partners, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Collateral Agent or the Purchasers (collectively, the “ Purchaser Releasees ”), of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Purchaser Releasees for, upon or by reason of any matter, cause or thing whatsoever through the date hereof. Without limiting the generality of the foregoing, the Company, on behalf of itself and its Subsidiaries, and the Parent hereby waive and affirmatively agree not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights that any of them does, shall or may have as of the date hereof, including, but not limited to, the rights to contest any conduct of the Purchaser Releasees. Notwithstanding the foregoing, nothing in this Release shall restrict the Company from enforcing the terms of the Note Repurchase Agreement, that certain Registration Rights Agreement dated as of July 18, 2007 by and among the Company, Brooke Corporation, the Purchasers and the other parties signatory thereto (the “Registration Rights Agreement (Oakmont)”), and that certain Registration Rights Agreement dated the date hereof by and among the Company and the Purchasers (the “Registration Rights Agreement (Mezzanine Investors)”).

(b) Upon consummation of the transactions contemplated herein, the Collateral Agent and the Purchasers hereby remise, release, acquit, satisfy and forever discharge the Company and its Subsidiaries, the Parent, each of their respective agents, employees, partners, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Collateral Agent or the Purchasers (collectively, the “ Company Releasees ”), of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Company Releasees for, upon or by reason of any matter, cause or thing whatsoever through the date hereof. Without limiting the generality of the foregoing, the Collateral Agent and the Purchasers hereby waive and affirmatively agree not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights that it does, shall or may have as of the date hereof, including, but not limited to, the rights to contest any conduct of the Company or any other Company Releasees. Notwithstanding the foregoing, nothing in this Release shall restrict the Collateral Agent and the Purchasers from enforcing the terms of the Note Repurchase Agreement, the Registration Rights Agreement (Oakmont) or the Registration Rights Agreement (Mezzanine Investors).

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EXHIBIT B

Information Request

As I mentioned on our call earlier today, the Purchasers have requested the following additional information. This information should be delivered as soon as possible (but not later than three Business Days from today) and then with the frequency noted below:

In addition, the Purchasers are requesting a teleconference with Brooke’s accountants before the end of next week.

These requests are being made pursuant to Sections 6.1, 6.3 and 6.4 of the Note Purchase Agreement. Failure to comply with these requests within the requested time periods will constitute a default under the Note Purchase Agreement.

Please do not hesitate to contact me with any questions.

regards,

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EXHIBIT C

Form of Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of                           , 2008, among Brooke Credit Corporation, a Delaware corporation (as successor by merger to Brooke Credit Corporation, a Kansas corporation, the “ Company ”), and the various parties identified as “ Holders ” on the signature pages hereto.

WHEREAS , the Company issued Warrants dated as of October 31, 2006, which Warrants were amended by the terms of that certain Limited Consent, Waiver and First Amendment dated as of July 16, 2007 (the “ Warrants ”);

WHEREAS , the Warrants contain certain demand and piggyback registration rights;

WHEREAS , the Holders have agreed to exercise the Warrants upon the terms and subject to the conditions set forth in that certain Standstill Agreement dated as of January __, 2008;

WHEREAS , the Holders have agreed to surrender the Warrants upon the exercise thereof;

WHEREAS , the parties have agreed to enter into this Agreement to amend and restate and supersede and replace the registration rights that are currently provided for in the Warrants;

WHEREAS , the parties have agreed that the Warrants and the Shares into which the Warrants are exercisable will have the benefits of the registration rights provided for in this Agreement;

NOW, THEREFORE , the parties agree as follows:

I Definitions.

In addition to the terms defined elsewhere in this Agreement the following terms have the meaning indicated:

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“ Commission ” means the United States Securities and Exchange Commission.

“ Convertible Securities ” means any securities convertible into or exchangeable for Shares.

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“ Exchange Act ” means the Securities Exchange Act of 1934, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Exchange Act shall include a reference to the comparable section, if any, of any such successor Federal statute.

“ Options ” means any rights to subscribe for or to purchase Shares, or any warrants or options for the purchase of Shares.

“ Person ” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Registrable Securities ” means any Shares held by a Holder until (a) a registration statement under the Securities Act covering such Shares shall have been declared effective and such Shares shall have been disposed of pursuant to such effective registration statement, or (b) such Shares shall have been sold under circumstances in which all of the conditions of Rule 144 (or any similar provisions then in force) under the Securities Act were met or all such Shares may be sold pursuant to Rule 144(k) in any three month period.

“ Securities Act ” means the Securities Act of 1933, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act shall include a reference to the comparable section, if any, of any such successor Federal statute.

“ Shares ” means the Company’s currently authorized common stock, $.01 par value, and stock of any other class or other consideration into which such currently authorized capital stock may hereafter have been changed.

II Registration of Shares.

The Shares have not been registered with the Commission under the Securities Act or qualified for sale pursuant to any st