Exhibit 10.17


    
      

    

     

    Exhibit
      10.17


    THIRD
      AMENDMENT TO AMENDED AND RESTATED

    REVOLVING
      AND TERM LOAN AGREEMENT

     

    THIS
      THIRD AMENDMENT TO REVOLVING LOAN AGREEMENT,
      dated
      and effective as of January 30, 2007 (the "Third
      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 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,
      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 and that certain Second Amendment to Amended and Restated
      Revolving And Term Loan Agreement (the "Second
      Amendment")
      dated
      December 22, 2006. Hereafter, the term “Initial
      Term Loan Agreement”
      includes the First Amendment and the Second Amendment; and

     

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

     

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

     

    "Contribution
      Agreement"
      means
      that certain Amended and Restated Contribution Agreement dated the date hereof
      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 Amended and Restated Guaranty Agreement dated the date
      hereof 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
      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 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 five
      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.

     

    3.    Amendment
      of Existing Definitions.
      The
      following existing definitions contained in Article I of the Initial Term Loan
      Agreement are hereby amended as follows:

     

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

     

    “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.

     

    4.    Amendments
      to Initial Term Loan Agreement. The
      Initial Term 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(12)
      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 Term Loan Agreement captioned “Ownership
      of Guarantors”
is
      hereby deleted in its entirety.

     

    (g)    Section 8.1(5),
      containing an exception to the prohibition of 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(3),
      containing an exception to the prohibition on Investments relating to
      Guarantors, is hereby deleted in its entirety and Section 8.5(2), also
      containing an exception to the prohibition on Investments, is hereby replaced
      with “(2) Investments in Subsidiaries, provided
      however,
      nothing
      in this Section 8.5(2)
      shall be
      deemed to authorize an investment in any entity that is not a Subsidiary prior
      to such investment.”

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


     

    (j)    Section
      8.17 of the Initial Term 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 Third Amendment, the parties do hereby confirm and ratify
      the Initial Term Loan Agreement. Hereafter, the term “Term Loan
      Agreement” means and includes this Third Amendment.

     

    Signature
      Page Follows

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE TO THIRD AMENDMENT TO REVOLVING AND TERM LOAN
      AGREEMENT

     

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

            
	 	 	 


    

    


    
 

     

     

     

    4