Amendment No. 4 to Credit and Security Agreement



 Exhibit 10.1 
  
 AMENDMENT NO. 4 
  
 Dated as of April 20, 2005 
  
 to 
  
 CREDIT AND SECURITY AGREEMENT 
  
 Dated as of August 27, 2004 
  
 THIS AMENDMENT NO. 4 (this “Amendment”) dated as of April 20, 2005 is entered into by and among BROOKE CREDIT FUNDING, LLC, a Delaware limited liability company (the “Borrower”), BROOKE CREDIT CORPORATION,
a Kansas corporation (“BCC”), BROOKE CORPORATION, a Kansas corporation (“Brooke Corporation”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company (the “Lender”), and DZ BANK AG
DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as agent (the “Agent”). 
  
 PRELIMINARY STATEMENTS 
  
 A.
Reference is made to the Credit and Security Agreement dated as of August 27, 2004 among the Borrower, BCC, Brooke Corporation, the Lender and the Agent (as amended or otherwise modified prior to the date hereof, the “Credit
Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. 
  
 B. The parties hereto have agreed to amend the Credit Agreement on the terms and conditions hereinafter set forth. 
  
 NOW, THEREFORE, in consideration of the premises set forth above, and other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
  
 SECTION 1. Amendment. Effective as of the Effective Date (as defined below), clause (iii) of the definition of “Change of Control” in
Section 1.01 of the Credit Agreement is amended in its entirety to read as follows: 
  
 “(iii) Brooke Holdings Inc., together with Robert D. Orr, Leland G. Orr, Shawn T. Lowry, Michael S. Lowry, Kyle L. Garst and Anita F. Larson (Brooke Holdings Inc. and such individuals being referred to herein,
collectively, as the “Management Group”) shall cease directly or indirectly to own, or shall cease to have the unrestricted authority to vote, at least a majority of the outstanding capital stock and other equity interests of the Parent
(such that the Parent is under the “control” of the Management Group as such term is defined in the definition of “Affiliate”)”. 







 SECTION 2. Conditions Precedent. This Amendment shall become effective as of April 20, 2005 (the
“Effective Date”) upon receipt by the Agent of a copy of this Amendment duly executed by the Borrower, BCC, Brooke Corporation, the Lender and the Agent. 
  
 SECTION 3. Reference to and Effect on the Credit Agreement. 
  
 3.1 Except as specifically provided herein, the Credit Agreement, the other
Related Documents and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 
  
 3.2 Except as specifically provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lender under the Credit Agreement, the Related Documents or any other document, instrument, or agreement executed in connection
therewith, nor constitute a waiver of any provision contained therein. 
  
 SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). 
  
 SECTION 5.
Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. 
  
 SECTION 6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the date first written above. 
  

			
	BROOKE CREDIT FUNDING, LLC
		
	By	 	 /s/ Michael Lowry


	Name	 	Michael Lowry
	Title	 	President
	
	BROOKE CREDIT CORPORATION
		
	By	 	 /s/ Michael Lowry


	Name	 	Michael Lowry
	Title	 	President
	
	BROOKE CORPORATION
		
	By	 	 /s/ Anita Larson


	Name	 	Anita Larson
	Title	 	President and Chief Operating Officer


  

 Signature Page to Amendment No. 4 









			
	DZ BANK AG DEUTSCHE
	 ZENTRAL-GENOSSENSCHAFTSBANK, as
 Agent

		
	By	 	 /s/ Vincent Salerno


	Name	 	Vincent Salerno
	Title	 	VP
		
	By	 	 /s/ Patrick Preece


	Name	 	Patrick Preece
	Title	 	First VP
	
	AUTOBAHN FUNDING COMPANY LLC, as Lender
	By: DZ BANK AG DEUTSCHE
	ZENTRAL-GENOSSENSCHAFTSBANK, its Attorney-in-Fact
		
	By	 	 /s/ Vincent Salerno


	Name	 	Vincent Salerno
	Title	 	VP
		
	By	 	 /s/ Patrick Preece


	Name	 	Patrick Preece
	Title	 	First VP


  

 Signature Page to Amendment No. 4