EXHIBIT 10.41
CLOSING AGREEMENT
THIS CLOSING AGREEMENT (the "Agreement") is made and entered into as of
the 30th day of September, 1999 between AFFINITY GROUP THRIFT HOLDING CORP., a
Delaware corporation (the "Seller") and AFFINITY BANK HOLDINGS LLC, a Minnesota
limited liability company (the "Purchaser").
WITNESSETH:
The Seller entered into a Stock Purchase Agreement dated as of December
7, 1998 (the "Purchase Agreement") pursuant to which the Purchaser agreed to
purchase and acquire from the Seller all of the issued and outstanding stock of
Affinity Bank, a California corporation ("AB"). Capitalized terms used herein
and not otherwise defined herein shall have the meanings given to them in the
Purchase Agreement.
The obligations of the Seller and the Purchaser under the Purchase
Agreement are subject to contingencies including, INTER ALIA, approval of the
transactions contemplated thereby by appropriate regulatory authorities. By
action dated September 24, 1999, the Department of Financial Institutions of the
State of California consented to the acquisition of AB by the Purchaser.
Accordingly, the Seller and the Purchaser now wish to consummate the
transactions contemplated by the Purchase Agreement and to make certain
amendments to the Purchase Agreement as a condition thereof.
NOW, THEREFORE, the parties agree as follows:
1. The date of the Closing is hereby fixed by mutual agreement to be
September 30, 1999. Conditions set forth in the Purchase Agreement pertaining to
the giving of notice or otherwise are waived.
2. The Seller hereby reaffirms the representations and warranties set
forth in Sections 3.1 through 3.4 inclusive of the Purchase Agreement and the
Purchaser reaffirms the representations and warranties set forth in Sections 3.5
through 3.8, inclusive, of the Purchase Agreement.
3. The Purchaser has, contemporaneously herewith, issued to the Seller
a preferred membership interest in the Purchaser constituting the consideration
contemplated by Section 2.2 of the Purchase Agreement. The issuance of such
membership interest shall be deemed to have satisfied the requirements of
Section 2.2 of the Purchase Agreement. The Purchaser acknowledges receipt of
certificates for the shares of stock of AB duly endorsed for transfer.
4. This Agreement shall be subject to the general terms of the Purchase
Agreement, including, specifically, the provisions of Article 5 thereof, which
Article is incorporated herein by this reference thereto.
This document may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the date first written above.
AFFINITY GROUP THRIFT HOLDING CORP.
By /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Its President
AFFINITY BANK HOLDINGS LLC
By /s/ Xxxxxxx XxXxxxx
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Xxxxxxx XxXxxxx
Its President