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    Exhibit
      10.15


    PTC-3

     

    12-19-06

     

    SECOND
      AMENDMENT TO AMENDED AND RESTATED

    REVOLVING
      AND TERM LOAN AGREEMENT

     

    THIS
      SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING AND TERM LOAN
      AGREEMENT
      (the
      "Second
      Amendment"),
      dated
      and effective as of December 22, 2006, is made and entered into by and between
      BROWN
      & BROWN, INC.,
      a
      Florida corporation (the "Borrower"),
      and
SUNTRUST
      BANK,
      a
      Georgia corporation (the "Lender").

     

    WITNESSETH:

     

    WHEREAS,
      on or
      about January 3, 2001, the Borrower and the Lender entered into that certain
      Amended and Restated Revolving and Term Loan Agreement (the "Initial
      Term Loan Agreement")
      providing for a term loan all as provided in the Initial Term Loan Agreement;
      and

     

    WHEREAS,
      on or
      about July 15, 2004, the Borrower and the Lender amended the Initial Term
      Loan Agreement by virtue of that certain First Amendment To Amended And Restated
      Revolving And Term Loan Agreement (the “First
      Amendment”)
      dated
      July 15, 2004. Hereafter, the term “Initial
      Term Loan Agreement”
      includes the First Amendment; and

     

    WHEREAS,
      the
      Initial Term Loan Agreement in Section 8.1 of the Initial Term Loan
      Agreement contains various restrictions on the ability of the Borrower to incur
      other debt; and

     

    WHEREAS,
      the
      Borrower desires to incur additional unsecured indebtedness up to the principal
      amount of $200,000,000 through the issuance of promissory notes to one or more
      investors (the “2006
      Note Offering”);
      and

     

    WHEREAS,
      the
      Borrower and the Lender wish to amend the Initial Term Loan Agreement so as
      to
      permit, among other matters, (i) the elimination of certain restrictions on
      unsecured indebtedness by the Borrower, (ii) the 2006 Note Purchase
      Agreement, and (iii) the modification of the terms of the Initial Term Loan
      Agreement in accordance with the terms and conditions of this Second
      Amendment.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants made herein, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, agree as
      follows:

     

    1.    Definitions.
      Unless
      defined in this Second Amendment, capitalized terms contained herein shall
      have
      the meaning set forth in the Initial Term Loan Agreement.

     

    2.    New
      Definitions.
      The
      following definitions are added to Article I of the Initial Term Loan
      Agreement:

     

    "2006
      Note Offering"
      shall
      mean one or more transactions by which the Borrower has incurred or may in
      the
      future incur Indebtedness up to the maximum principal amount of $200,000,000,
      all pursuant to the 2006 Note Purchase Agreement.

     

    "2006
      Note Purchase Agreement"
      shall
      mean that certain Note Purchase Agreement between the Borrower and the
      Purchasers party thereto and dated December 22, 2006 by which the Borrower
      has
      issued Series C Notes (as defined therein) and pursuant to which the Borrower
      may issue from time to time Fixed Rate Shelf Notes and Floating Rate Shelf
      Notes
      (as defined therein), as the same may be amended or modified from time to
      time.

     


    
      
        
        

      

      
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    3.    Amendment
      to Initial Term Loan Agreement.
      The
      Initial Term Loan Agreement is hereby amended as follows:

     

    (a)    Section
      8.1 captioned "Indebtedness"
      is
      hereby amended in its entirety to read as follows:

     

    Section
      8.1 Indebtedness.
      Create,
      incur, assume or suffer to exist any Indebtedness, other than:

     

    (a)    Indebtedness
      under this Agreement;

     

    (b)    Indebtedness
      outstanding on the date hereof or pursuant to lines of credit in effect on
      the
      date hereof and described on Schedule
      8.1(b),
      together with all extensions, renewals and refinancings thereof; provided,
      however,
      any
      such extensions, renewals and refinancings shall not, without the written
      consent of the Lender, increase any such Indebtedness or modify the terms of
      said Indebtedness on terms less favorable to the maker or obligor;

     

    (c)    Purchase
      money indebtedness to the extent secured by a Lien permitted by Section
      8.2(b)
      provided
      such purchase money indebtedness does not exceed $5,000,000;

     

    (d)    Unsecured
      current liabilities (other than liabilities for borrowed money or liabilities
      evidenced by promissory notes, bonds or similar instruments) incurred in the
      ordinary course of business (whether now outstanding or hereafter arising or
      incurred) and either (i) not more than thirty (30) days past due, or (ii) being
      disputed in good faith by appropriate proceedings with reserves for such
      disputed liability maintained in conformity with GAAP and Indebtedness in the
      nature of contingent repayment obligations arising in the ordinary and normal
      course of business with respect to-deposits and down payments;

     

    (e)    The
      Intercompany Loans described on Schedule
      6.22
      and any
      other loans between Consolidated Companies not exceeding individually at any
      time the amount of $500,000 and in the aggregate at any time the amount of
      $1,000,000 (excluding Intercompany Loans listed on Schedule
      6.22)
      provided that no loan or other extension of credit may be made by a Guarantor
      to
      another Consolidated Company that is not a Guarantor hereunder unless otherwise
      agreed in writing by the Lender;

     

    (f)    Unsecured,
      Subordinated Debt, not to exceed an aggregate amount of $25,000,000, and other
      Subordinated Debt in form and substance acceptable to the Lender and evidenced
      by its written consent thereto;

     

    (g)    Unsecured
      Indebtedness without any limitation of amount provided that the maturity of
      said
      Indebtedness is longer than the maturity of the Facility; and 

     

    (h)    Unsecured
      Indebtedness due under the 2004 Note Offering not to exceed at any time the
      aggregate amount of $200,000,000 and unsecured Indebtedness due under the 2006
      Note Offering not to exceed at any time the aggregate amount of
      $200,000,000.

     

    (b)    Section
      8.8 of the Initial Term Loan Agreement captioned “Optional
      Prepayments”
      is
      hereby amended in its entirety to read as follows:

     


    
      
        
        

      

      
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    Section
      8.8 Optional
      Prepayments.
      Make
      any payment in violation of the subordination provisions of any Subordinated
      Debt.

     

    (c)    Section
      8.11 of the Initial Term Loan Agreement captioned “Additional Negative Pledges”
is hereby deleted in its entirety.

     

    (d)    Section
      8.12 of the Initial Term Loan Agreement captioned “Limitation
      on Payment Restrictions Affecting Consolidated
      Companies”
      is
      hereby amended in its entirety to read as follows:

     

    Section 8.12
      Limitation
      on Payment Restrictions Affecting Consolidated
      Companies.
      Create
      or otherwise cause or suffer to exist or become effective, any consensual
      encumbrance or restriction on the ability of any Consolidated Company to
      (a) pay dividends or make any other distributions on such Consolidated
      Company’s stock, or (b) pay any indebtedness owed to Borrower or any other
      Consolidated Company, except in each case any consensual encumbrance or
      restriction existing under the Credit Documents, or as are contained in the
      documentation of the SunTrust Term Loan, the 2004 Note Purchase Agreement,
      the
      2006 Note Purchase Agreement, or Indebtedness described in Section 8.1(g)
      hereof.


     

    (e)    Section 8.17
      of the Initial Term Loan Agreement captioned “Guaranties”
      is
      hereby amended in its entirety to read as follows:

     

    Section 8.17
      Guaranties.
      Without
      the prior written consent of the Lender, extend or execute any Guaranty other
      than (a) endorsements of instruments for deposit or collection in the
      ordinary and normal course of business, (b) Guaranties acceptable in
      writing to the Lender, and (c) Guaranties for obligations of any
      Consolidated Subsidiary, provided,
      however,
      said
      Guaranteed Indebtedness under this subparagraph (c) will not exceed the
      aggregate amount of $10,000,000 without the prior written consent of the Lender,
      and (d) Guaranties of Subsidiaries in connection with the SunTrust Term
      Loan, the 2004 Note Purchase Agreement, the 2006 Note Purchase Agreement, or
      Indebtedness described in Section 8.1(g)
      hereof.

     

    (f)    Section 8.18
      of the Initial Term Loan Agreement captioned “Changes
      in Debt Instruments”
      is
      hereby deleted in its entirety.

     

    4.    Guaranties.
      The
      Lender acknowledges that it is considering a request from the Borrower to
      eliminate the requirement for Guarantors under the Facility, and in connection
      therewith the Lender agrees to waive compliance with the requirements of
      Section 6.25 and 7.10 of the Initial Term Loan Agreement until
      January 30, 2007.

     

    5.    Ratification.
      Except
      as modified by this Second Amendment, the parties do hereby confirm and ratify
      the Initial Term Loan Agreement. Hereafter, the term “Term
      Loan Agreement”
      means
      and includes this Second Amendment.

     

    Signature
      Page Follows

     


    
      
        
        

      

      
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    SIGNATURE
      PAGE TO SECOND AMENDMENT

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Second Amendment to Amended and Restated
      Revolving and Term Loan Agreement to be duly executed and delivered by their
      duly authorized officers as of the day and year first above
      written.

     

    
      	
               

               

               

               

               

              Address
                for Notices:

               

              220
                South Ridgewood Avenue

              Daytona
                Beach, Florida 23115-2412

              Attention:
                Cory T. Walker

              Telephone
                No.: (386) 239-7250

              Telecopy
                No.: (386) 239-7252

            	 	
              BORROWER:

               

              BROWN
                & BROWN, INC.

               

               

              By: 
                /s/ Cory T.
                Walker                                 
                

              Cory
                T. Walker, Senior Vice President,
Treasurer and
                Chief Financial Officer 

               

               

               

               

            
	 	 	 
	
              With
                a copy to:

               

              Laurel
                L. Grammig

              General
                Counsel

              BROWN
                & BROWN, INC.

              3101
                West Martin Luther King Jr. Boulevard 

              Suite
                400

              Tampa,
                Florida 33607

              Telephone
                No.: (813) 222-4182

              Telecopy
                No.: (813) 222-4464

            	 	 
	 	 	 
	
               

               

               

               

               

               

              Address
                for Notices:

               

              SunTrust
                Bank

              Mail
                Code FL-Orlando-1106

              200
                South Orange Avenue

              Tower
                10

              Orlando,
                FL 32801

              Telephone:
                (407) 237-4636

              Telecopy:
                (407) 237-4076

            	 	
              LENDER:

               

              SUNTRUST
                BANK

               

               

               

              By: 
                /s/ Sarah Hudson
                Anderson                 
                

              Sarah
                Hudson Anderson, Vice President

            


    

    
 

     

     

     

     

     

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