Attached files
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| 8-K - BROWN & BROWN, INC. | kshf.htm |
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BROWN & BROWN, INC. |
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Reference is made to the Master Shelf and Note Purchase Agreement (the "Note Purchase Agreement"), dated as of December 22, 2006, among Brown & Brown, Inc., a Florida corporation (the "Company"), Prudential Investment Management, Inc. and each of the other Persons named therein as parties thereto. All terms used herein that are defined in the Note Purchase Agreement have the respective meanings specified in the Note Purchase Agreement. |
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Prudential or the Prudential Affiliate which is named below as a Purchaser of Shelf Notes hereby confirms the representations as to such Notes set forth in Section 5 of the Agreement, and agrees to be bound by the provisions of Section 2.2 of the Agreement. |
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Pursuant to Section 2.2(f) of the Note Purchase Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed: |
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I. Accepted Note. Aggregate principal amount: $100,000,000.00. |
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(A) (a) Name of Purchaser: The Prudential Insurance Company of |
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(b) Principal amount: $82,655,000.00 |
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(c) Final maturity date: September 15, 2018 |
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(d) Principal installment dates and amounts: Principal is paid on |
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(e) Interest rate: 4.50% |
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(f) Interest payment period: Interest is paid quarterly on March
15, |
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(g) Registration Number; |
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(h) Modifications to applicable Make-Whole Amount or Optional Floating Rate Prepayment Amount, if any: None |
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(B) (a) Name of Purchaser: The Prudential Insurance Company of |
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(b) Principal amount: $3,250,000.00 |
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(c) Final maturity date: September 15, 2018 |
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(d) Principal installment dates and amounts: Principal is paid on |
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(e) Interest rate: 4.50% |
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(f) Interest payment period: Interest is paid quarterly on March
15, |
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(g) Registration Number; |
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Modifications to applicable Make-Whole Amount or Optional Floating Rate Prepayment Amount, if any: None |
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(C) (a) Name of Purchaser: Prudential Retirement Insurance and Annuity |
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(b) Principal amount: $4,320,000.00 |
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(c) Final maturity date: September 15, 2018 |
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(d) Principal installment dates and amounts: Principal is paid on |
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(e) Interest rate: 4.50% |
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(f) Interest payment period: Interest is paid quarterly on March
15, |
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(g) Registration Number; |
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(h) Modifications to applicable Make-Whole Amount or Optional Floating Rate Prepayment Amount, if any: None |
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(D) (a) Name of Purchaser: Prudential Retirement Guaranteed Cost |
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(b) Principal amount: $3,100,000.00 |
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(c) Final maturity date: September 15, 2018 |
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(d) Principal installment dates and amounts: Principal is paid on |
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(e) Interest rate: 4.50% |
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(f) Interest payment period: Interest is paid quarterly on March
15, |
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(g) Registration Number; |
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(h) Modifications to applicable Make-Whole Amount or Optional Floating Rate Prepayment Amount, if any: None |
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(E) (a) Name of Purchaser: Pruco Life Insurance Company of New Jersey |
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(b) Principal amount: $3,675,000.00 |
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(c) Final maturity date: September 15, 2018 |
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(d) Principal installment dates and amounts: Principal is paid on |
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(e) Interest rate: 4.50% |
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(f) Interest payment period: Interest is paid quarterly on March
15, |
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(g) Registration Number; |
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(h) Modifications to applicable Make-Whole Amount or Optional Floating Rate Prepayment Amount, if any: None |
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(F) (a) Name of Purchaser: MTL Insurance Company |
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(b) Principal amount: $3,000,000.00 |
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(c) Final maturity date: September 15, 2018 |
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(d) Principal installment dates and amounts: Principal is paid on |
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(e) Interest rate: 4.50% |
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(f) Interest payment period: Interest is paid quarterly on March
15, |
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(g) Registration Number; |
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(h) Modifications to applicable Make-Whole Amount or Optional Floating Rate Prepayment Amount, if any: None |
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II. Closing Day: September 15, 2011 |
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Dated: January 21, 2011 |
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BROWN & BROWN, INC. |
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/S/ CORY T. WALKER |
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By: |
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Name: Cory T. Walker |
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Title: SVP & CFO |
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PRUDENTIAL INVESTMENT MANAGEMENT, INC. |
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/S/ BILLY GREER |
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By: |
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Name: Billy Greer |
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Title: Vice President |
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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA |
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/S/ BILLY GREER |
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By: |
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Name: Billy Greer |
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Title: Vice President |
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PRUDENTIAL RETIREMENT INSURANCE |
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AND ANNUITY COMPANY |
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By: Prudential Investment Management, Inc., |
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as investment manager |
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/S/ BILLY GREER |
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By:______________________________ |
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Vice President |
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PRUDENTIAL RETIREMENT GUARANTEED |
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COST BUSINESS TRUST |
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By: Prudential Investment Management, Inc., |
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as investment manager |
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/S/ BILLY GREER |
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By:_________________________________ |
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Vice President |
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PRUCO LIFE INSURANCE COMPANY OF |
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NEW JERSEY |
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/S/ BILLY GREER |
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By: ___________________________________ |
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Assistant Vice President |
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MTL insurance company |
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By: Prudential Private Placement Investors, |
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L.P. (as Investment Advisor) |
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By: Prudential Private Placement Investors, Inc. |
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(as its General Partner) |
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/S/ BILLY GREER |
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By: ______________________________ |
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Vice President |