August 19, 1997
Conseco, Inc.
00000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
Re: NAL Financial Group, Inc. ("Company")
Dear Sir or Madam:
As you know, the undersigned are the holders of a certain Subordinated
Convertible Debentures listed on the attached Term Sheet (the "Debentures").
This confirms that the undersigned shall sell the Debentures to Conseco, Inc.,
or its designated party ("Purchaser"), in accordance with the terms on the
attached Term Sheet, subject to the parties entering into a definitive Purchase
and Sale Agreement containing customary terms and provisions. During the time
period that such Agreement is being prepared, the Debenture shall not be
converted. This offer to sell shall remain open until August 22, 1997, and
thereafter, if not accepted, shall be subject to withdrawal upon notice by the
undersigned to the Purchaser.
Very truly yours,
/s/XXXXXXX XXXX
-------------------
XXXXXXX XXXX
ACCEPTED this 22ND day of August, 1997.
CONSECO, INC.
By: /S/XXXXXX X. XXXXXXXXX
----------------------
Xxxxxx X. Xxxxxxxxx,
Executive Vice President
TERMS FOR NAL SUBORDINATED DEBT PURCHASE
Xxxx Purchase:
Security to be Purchased: Convertible Subordinated Debt of NAL Financial Group,
Inc. (the "Company")
Principal Amount of Debt Currently Outstanding:
9% Subordinated Convertible Debenture dated July 14, 1995 for $1,000,000
9% Subordinated Convertible Debenture dated July 28, 1995 for $1,000,000
9% Subordinated Convertible Debenture dated August 22, 1995 for $1,000,000
9% Subordinated Convertible Debenture dated January 29, 1996 for $2,500,000
Conseco Purchase: Conseco, Inc., or its affiliates ("Purchaser") will
purchase all debt owned by Xxxxxxx Xxxx and Xxxxxxxx Xxxx c/f Xxxxxxxx and
Xxxxxx Xxxx ("Seller") for $4,400,000 (80% of face).
Releases: Seller shall waive unpaid interest, release the Company from all
liability from prior transactions and release any warrants.
Purchaser's Conditions
to Closing: The closing shall occur upon the following conditions:
1. Approval by all required governmental agencies including Xxxx-Xxxxx
Xxxxxx approval.
2. Company shall not have filed for bankruptcy protection.
3. The purchase by Purchaser of all other convertible debt of the Company.
4. Satisfactory documentation.
5. Receipt of Company approval for transfer of convertible debt.
6. Approval of all third parties including lenders of Company.
Closing Date: No later than October 23, 1997.
