Exhibit 10.18


    
      

    

     

    Exhibit
      10.18

    

      FOURTH
        AMENDMENT TO REVOLVING LOAN AGREEMENT

       

      THIS
        FOURTH AMENDMENT TO REVOLVING LOAN AGREEMENT,
        dated
        and effective as of January 30, 2007 (the "Fourth
        Amendment"),
        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 September 29, 2003, the Borrower and the Lender entered into that certain
        Revolving Loan Agreement (the "Initial
        Revolving Loan Agreement")
        providing for a revolving loan up to the maximum amount of $75,000,000 from
        the
        Lender to the Borrower. Subsequently, that Initial Revolving Loan Agreement
        was
        amended by virtue of that certain First Amendment To Revolving Loan Agreement
        (the "First
        Amendment")
        dated
        December 30, 2003, and by virtue of that certain Second Amendment To
        Revolving Loan Agreement (the "Second
        Amendment")
        dated
        July 15, 2004, and by virtue of that certain Third Amendment to Revolving
        Loan Agreement (the "Third
        Amendment")
        dated
        December 22, 2006. Hereafter, the term "Initial
        Revolving Loan Agreement"
        includes the First Amendment, the Second Amendment, and the Third Amendment;
        and

       

      WHEREAS,
        the
        Borrower has requested the Lender to release from liability for the Facility
        all
        Guarantors and to delete from the Initial Revolving Loan Agreement, the
        provisions thereof referring to or requiring Guarantors, and the Lender is
        prepared to do so pursuant to the terms of this Fourth 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 Fourth Amendment, capitalized terms contained herein shall
        have
        the meaning set forth in the Initial Revolving Loan Agreement.

       

      2.    Deletion
        of Existing Definitions.
        The
        following existing definitions contained in Article I of the Initial
        Revolving Loan Agreement are hereby deleted:

       

      "Contribution
        Agreement"
        means
        that certain Contribution Agreement by and among the Guarantors, in form
        acceptable to the Lender.

       

      “Guarantors”
        shall
        mean, collectively, all present and future Material Subsidiaries, and their
        respective successors and permitted assigns.

       

      “Guaranty”
        shall
        mean any contractual obligation, contingent or otherwise, of a Person with
        respect to any Indebtedness or other obligation or liability of another Person,
        including without limitation, any such Indebtedness, obligation or liability
        directly or indirectly guaranteed, endorsed, co-made or discounted or sold
        with
        recourse by that Person, or in respect of which that Person is otherwise
        directly or indirectly liable, including contractual obligations (contingent
        or
        otherwise) arising through any agreement to purchase, repurchase, or otherwise
        acquire such Indebtedness, obligation or liability or any security therefor,
        or
        any agreement to provide funds for the payment or discharge thereof (whether
        in
        the form of loans, advances, stock purchases, capital contributions or
        otherwise), or to maintain solvency, assets, level of income, or other financial
        condition, or to make any payment other than for value received. The amount
        of
        any Guaranty shall be deemed to be an amount equal to the stated or determinable
        amount of the primary obligation in respect to which said Guaranty is made
        or,
        if not so stated or determinable, the maximum reasonably anticipated liability
        in respect thereof (assuming such Person is required to perform thereunder)
        as
        determined by such Person in good faith.

       

      “Guaranty
        Agreements”
        shall
        mean, collectively, the Guaranty Agreement executed by each of the Guarantors
        from time to time in favor of the Lender in the form reasonably acceptable
        to
        Lender as the same may be amended, restated or supplemented from time to
        time.

       


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      


      


       

      "Material
        Assets"
        shall
        mean any assets which are material to the operations of the Consolidated
        Companies such as, but not limited, to, trademarks, contractual rights, real
        estate, etc.

       

      "Material
        Subsidiary"
        shall
        mean (a)each Subsidiary designated as such in Schedule
        6.1
        hereto,
        and (b) each other Wholly Owned Subsidiary of Borrower, now existing or
        hereinafter established or acquired, that at any time prior to the Maturity
        Date, has either (i) at an annualized basis, net income which generates one
        and
        one-half percent (1.5%) or more of the Consolidated Net Income; provided,
        however,
        if the
        aggregate net income of the Borrower and its Material Subsidiaries is at
        any
        time less than eighty percent (80%) of Consolidated Net Income, then the
        one and
        one-half percent (1.5%) trigger set forth herein will be reduced to such
        a
        figure so that the aggregate net income of the Borrower and its Material
        Subsidiaries (based on said reduced trigger amount) is not less than eighty
        percent (80%) of the Consolidated Net Income of the Borrower, or (ii) any
        Material Assets. 

       

      3.    Amendment
        of Existing Definitions

      .
        The
        following existing definitions contained in Article I of the Initial Revolving
        Loan Agreement are hereby amended as follows:

       

      “Credit
        Documents”
        shall
        mean, collectively, this Agreement and the Note.

       

      “Credit
        Parties”
        shall
        mean, collectively, each of Borrower, and every other Person who from time
        to
        time executes a Credit Document with respect to all or any portion of the
        Obligations.

       

      "Executive
        Officer"
        shall
        mean with respect to any Person, the Chief Executive Officer, the President,
        any
        Vice President, Chief Financial Officer, Treasurer, Secretary and any Person
        holding comparable offices or duties.

       

      "Letter
        of Credit"
        shall
        mean any Standby Letters of Credit or Trade Letters of Credit issued pursuant
        to
        Section 2.9 by Lender for the account of the Borrower under the LC
        Commitment.

       

      4.    Amendments
        to Initial Revolving Loan Agreement.
        The
        Initial Revolving Loan Agreement is hereby amended as follows:

       

      (a)    Section
        4.17 captioned "Benefits
        to Guarantors"
        is
        hereby deleted in its entirety.

       

      (b)    Section
        6.25 captioned “Guarantors
        - Income Requirement”
is
        hereby deleted in its entirety.

       

      (c)    Section
        7.7(l) captioned "New
        Material Subsidiaries"
        is
        hereby deleted in its entirety.

       

      (d)    Section
        7.7(m) captioned "Intercompany
        Asset Transfers"
        is
        hereby deleted in its entirety.

       

      (e)    Section
        7.10 captioned “Additional
        Guarantors”
is
        hereby deleted in its entirety.

       

      (f)    Section 7.11
        of the Initial Revolving Loan Agreement captioned “Ownership
        of Guarantors”
is
        hereby deleted in its entirety.

       

      (g)    Section
        8.1(e), containing an exception to the prohibition on Indebtedness, is hereby
        replaced with "(c) The Intercompany Loans described on Schedule
        6.22
        and any
        other loans between any of the 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)."

       

      (h)    Section
        8.3(b), containing an exception to the prohibition on sale or lease of assets,
        is hereby replaced with "(b) other asset sales (including sales of the Capital
        Stock of Subsidiaries) between any of the Consolidated Companies."

       

      (i)    Section
        8.5(c), containing an exception to the prohibition on Investments relating
        to
        Guarantors, is hereby deleted in its entirety, and Section 8.5(b), also
        containing an exception to the prohibition on Investments, is hereby replaced
        with "(b) Investments in Subsidiaries, provided
        however,
        nothing
        in this Section
        8.5(b)
        shall be
        deemed to authorize an investment in any entity that is not a Subsidiary
        prior
        to such investment." 

       


      
        
          
          

        

        
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      (j)    Section
        8.17 of the Initial Revolving Loan Agreement captioned “Guaranties”
is
        hereby deleted in its entirety.

       

      (k)    Section
        9.10 captioned "Ownership
        of Credit Parties and Pledged Entities"
        is
        hereby deleted in its entirety.

       

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

       

      6.    Conflicts
        Between Term Loan and Revolving Loan.
        In
        addition to the term loan evidenced by the Revolving Loan Agreement, the
        Lender
        has also extended to the Borrower a separate and distinct term loan which
        is
        evidenced by that certain Amended and Restated Revolving and Term Loan Agreement
        (as amended or modified, the “Term
        Loan Agreement”)
        dated
        January 3, 2001, as amended by that certain First Amendment to Amended and
        Restated Revolving and Term Loan Agreement dated July 15, 2004, and that
        certain Second Amendment to Amended and Restated Revolving and Term Loan
        Agreement dated December 22, 2006, and that certain Third Amendment to
        Amended and Restated Revolving and Term Loan Agreement of even date herewith.
        To
        the extent there is a conflict in the provisions of said Term Loan Agreement
        and
        Revolving Loan Agreement in the Articles relating to Affirmative Covenants
        or
        Negative Covenants (including any definitions relating to or used in said
        Affirmative or Negative Covenants), the terms and conditions of the Revolving
        Loan Agreement shall govern.

       

      Signature
        Page Follows

       


      
        
          
          

        

        
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      SIGNATURE
        PAGE TO FOURTH AMENDMENT TO REVOLVING LOAN AGREEMENT

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Fourth Amendment to Revolving 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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