62
Exhibit L
63
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT ("Agreement") is made as
of February 13, 2001 by and among (i) FIRST SOUTHERN BANCORP, INC., a Kentucky
corporation (the "PURCHASER"), (ii) each of the individuals and entities
identified on SCHEDULE I and SCHEDULE II attached hereto (each a "SELLER" and
collectively, the "SELLERS"), and (iii) XXXXX X. XXXXXX, an individual (the
"SELLERS' AGENT"). This Agreement is also joined in by the persons identified on
SCHEDULE III attached hereto who are the beneficiaries of certain trusts or
similar arrangements that hold Shares (as defined below) that are being sold by
certain Sellers pursuant hereto (each a "BENEFICIARY" and collectively, the
"BENEFICIARIES").
RECITALS
Each Seller desires to sell, and the Purchaser desires to
purchase, the number of shares of common stock of United Trust Group, Inc., an
Illinois corporation ("UTG") (the "SHARES") owned by such Seller as set forth on
SCHEDULE I and/or SCHEDULE II attached hereto, for the consideration and on the
terms set forth in this Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. SALE AND TRANSFER OF SHARES; CLOSING; SELLERS' AGENT
(a) SHARES. Subject to the terms and conditions of this Agreement, at
the Closing, each Seller will sell and transfer the number of Shares set forth
opposite such Seller's name on SCHEDULE I and/or SCHEDULE II attached hereto,
and the Purchaser will purchase such Shares from such Seller.
(b) PURCHASE PRICE. The purchase price per Share for the Shares listed
on SCHEDULE I and SCHEDULE II attached hereto will be $8.00 ("PURCHASE PRICE")
(in the total aggregate amounts set forth respectively on SCHEDULE I and
SCHEDULE II attached hereto) and will be payable as follows:
(1) with respect to the Shares listed on SCHEDULE I attached
hereto:
[A] $881,874 to the Sellers' Agent by check or money order
payable to the Sellers' Agent, which amount represents approximately
20% of the aggregate Purchase Price to be paid by the Purchaser for all
of the Shares listed on SCHEDULE I attached hereto and being purchased
hereunder; and
[B] a Note, substantially in the form attached hereto as
EXHIBIT A (the "NOTE"), payable to the Sellers' Agent in the face
principal amount of $3,527,494, which
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amount represents the remaining 80% of the aggregate Purchase Price to
be paid by the Purchaser for all of the Shares listed on SCHEDULE I
attached hereto and being purchased hereunder.
(2) with respect to the Shares listed on SCHEDULE II attached
hereto, by check or money order made payable to each Seller listed on
SCHEDULE II attached hereto in an amount equal to the amount obtained
by multiplying the number of Shares set forth opposite such Seller's
name on SCHEDULE II attached hereto by the Purchase Price.
(c) SELLERS' AGENT. Each of the Sellers individually, and all of the
Sellers collectively, constitute and appoint the Sellers' Agent and his
successor as their agent and attorney-in-fact, for and on behalf of each of them
as Sellers, (a) to execute and deliver this Agreement as the Sellers' Agent, (b)
to perform all acts which, by the provisions of this Agreement, are to be
performed by the Sellers' Agent, (c) to receive for the benefit of the Sellers
payment from the Purchaser of the Purchase Price for the Shares being purchased
hereunder (including any payments of principal and interest on the Note and any
Note(s) issued in replacement thereof) as described in this Section 1, and (d)
generally to act for and on behalf of the Sellers and each of them in all
matters connected herewith, with the same force and effect as though such act
had be taken by them, or any of them, personally.
The Purchaser shall be entitled to rely, and be protected in acting
or restraining from acting upon, any instrument furnished to the Purchaser by
the Sellers' Agent. Specifically but without limitation, the Purchaser shall be
entitled to deliver and make payments (including payments under the Note or any
replacement thereof) of the Purchase Price for the Shares being purchased
hereunder to the Sellers' Agent in accordance with the terms of this Agreement
and of the Note and shall be protected from any claim, charge, action, suit or
other proceeding by any of the Sellers or any of the Beneficiaries in connection
therewith for so long as the Purchaser continues to make payments of the
Purchase Price to the Sellers' Agent under this Agreement and the Note (or any
replacement thereof) when and as due in accordance with the terms hereof and
thereof or until modified in accordance with Section 4(c) of this Agreement.
(d) CLOSING; CLOSING CONDITIONS. The closing of the purchase and sale
(the "CLOSING") provided for in this Agreement will take place at a time and
place agreed upon by the parties which time shall be as soon as practicable
after the satisfaction of the conditions to the Closing set forth in this
Section 1(d) but not later than ten (10) days from the date of such satisfaction
(the "CLOSING DATE"). The Closing shall not occur unless (i) the Purchaser
receives all approvals or clearances from any applicable governmental body that
the Purchaser deems necessary or appropriate in connection with the transactions
contemplated by this Agreement and (ii) the closing of the transactions
contemplated by that certain Common Stock Purchase Agreement dated as of
February 13, 2001 among the Purchaser, Xxxxx X. Xxxxxxxx and certain others
named therein will occur simultaneously with the Closing contemplated under this
Agreement. The Purchaser will use its best efforts to obtain any government
approvals and clearances it deems necessary or appropriate in connection with
the transactions contemplated by this Agreement.
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(e) CLOSING OBLIGATIONS. At the Closing, each Seller will deliver to
the Purchaser certificate(s) representing the number of Shares set forth
opposite such Seller's name on SCHEDULE I and/or SCHEDULE II attached hereto, as
applicable, duly endorsed (or accompanied by duly executed stock power(s)) for
transfer to the Purchaser.
At the Closing, the Purchaser will deliver to the Sellers' Agent
(i) the payment of the portion of the aggregate Purchase Price for the Shares
listed on SCHEDULE I attached hereto as set forth in Section 1(b)(1)[A] hereof,
(ii) the Note duly executed on behalf of the Purchaser as described in Section
1(b)(1)[B] hereof, and (iii) the checks or money orders for the Purchase Price
for the Shares listed on SCHEDULE II attached hereto as set forth in Section
1(b)(2) hereof. If the Purchaser receives from the Sellers' Agent written
instructions at least five (5) days prior to the Closing Date to send payment
for the portion of the aggregate Purchase Price for the Shares listed on
SCHEDULE I attached hereto as described in Section 1(b)(1)[A] hereof by wire
transfer to one account with appropriate account information, the Purchaser
shall make such payment in immediately available funds to such account on the
Closing Date.
2. REPRESENTATIONS AND WARRANTIES OF SELLER. Each Seller represents
and warrants to the Purchaser as follows:
(a) BINDING OBLIGATION; INVESTMENT INTENT. This Agreement constitutes
the legal, valid and binding obligation of such Seller, enforceable against such
Seller in accordance with its terms. The Note(s) being acquired pursuant hereto
by or on behalf of such Seller, if applicable to such Seller, is being acquired
by such Seller with investment intent and not with a view towards resale or
distribution.
(b) GOOD TITLE, NO ENCUMBRANCES. Such Seller is and will be on the
Closing Date the record and beneficial owner and holder of the Shares set forth
opposite such Seller's name on SCHEDULE I and/or SCHEDULE II attached hereto as
applicable (except as otherwise indicated on such SCHEDULES, e.g., if the Shares
are held in the street name of the nominee of the record or beneficial owner or
if the record or beneficial owner differ, such items shall also be designated on
SCHEDULE I and/or SCHEDULE II attached hereto as applicable), free and clear of
any and all Encumbrances. Such Seller has and will have on the Closing Date full
authority and power to transfer such Shares to the Purchaser in accordance with
the terms and conditions of this Agreement. "Encumbrances" shall mean any
charge, claim, community property interest, condition, equitable interest, lien,
option, pledge, security interest, right of first refusal, proxy or restriction
of any kind, including any restriction on use, voting, transfer, receipt of
income or exercise of any other attribute of ownership.
(c) BROKERS OR FINDERS. Each Seller and his, her or its agents and
representatives have incurred no obligation or liability, contingent or
otherwise, for brokerage or finders' fees or agents' commissions or other
similar payment in connection with this Agreement and the transactions
contemplated hereby and will indemnify and hold the Purchaser harmless from any
such
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payment alleged to be due by or through such Seller as a result of the actions
of such Seller or his, her or its agents and representatives.
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to each Seller as follows:
(a) ORGANIZATION AND GOOD STANDING. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Kentucky.
(b) BINDING OBLIGATION. This Agreement and the Note constitutes the
legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with their respective terms.
(c) BROKERS OR FINDERS. The Purchaser has incurred no obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement and the
transactions contemplated hereby and will indemnify and hold each Seller
harmless from any such payment alleged to be due by or through the Purchaser as
a result of the actions of the Purchaser.
4. GENERAL PROVISIONS.
(a) PARTIES IN INTEREST; ASSIGNMENT. Except as otherwise provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any party to this Agreement shall bind and inure to the benefit of their
respective heirs, executors, successors and assigns, whether so expressed or
not. Except as expressly provided otherwise herein, nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto and their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement. This Agreement
is not assignable and any purported assignment shall be null and void; PROVIDED,
HOWEVER, that, in the event the Purchaser is unable to obtain the governmental
or regulatory approvals and clearances necessary or appropriate for the
Purchaser to purchase the Shares or otherwise perform its obligations hereunder,
then, prior to the Closing, this Agreement, including the Purchaser's rights and
obligations hereunder as well as under the Note (or any replacements thereof),
may be assigned by the Purchaser to (i) UTG or First Southern Funding, LLC
without the consent of any of the parties hereto or (ii) any other affiliate of
the Purchaser with the consent of all of the parties hereto which consent shall
not be unreasonably withheld.
(b) CONSTRUCTION; GOVERNING LAW. The section headings contained in this
Agreement are inserted as a matter of convenience and shall not affect in any
way the construction of the terms of this Agreement. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
Illinois, without regard to the principles of conflicts of laws thereof.
(c) ENTIRE AGREEMENT; AMENDMENT AND WAIVER; SUBSTITUITION OF NOTE. This
Agreement and the Schedules and Exhibit hereto, constitutes and contains the
entire
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agreement between the parties hereto with respect to the transactions
contemplated hereby and supersedes any prior writing by the parties.
The parties hereto agree that at any time while there remains an
outstanding principal balance on the Note, the Sellers listed on SCHEDULE I
attached hereto may request (as evidenced by a written instrument to that effect
signed by all such Sellers) that the Note issued to the Sellers' Agent pursuant
to this Agreement be canceled and replaced by notes (substantially similar in
form to the Note except as otherwise indicated below) issued and made payable to
each such Seller for their pro rata portion (which shall be indicated in the
written instrument delivered by such Sellers to the Purchaser) of the then
unpaid principal amount of and accrued and unpaid interest on the Note. Payment
under any such notes will be made by check or money order directly to each such
Seller as such Seller directs the Purchaser in writing.
(d) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.
(e) EXPENSES. Every party hereto shall pay his, her or its respective
legal and out-of-pocket expenses incurred in connection with this Agreement and
the transactions contemplated hereby.
(f) TIME OF ESSENCE. Time is of the essence to the performance of the
obligations set forth in this Agreement.
(g) SELLERS' RELEASE. Each Seller, on behalf of him, her or itself and each of
his, her or its affiliates (including without limitation each Beneficiary),
effective at the Closing Date, hereby releases and forever discharges the
Purchaser, and its respective individual, joint or mutual, past, present and
future representatives, affiliates, stockholders, controlling persons,
subsidiaries, successors and assigns (individually, a "RELEASEE" and
collectively, "RELEASEES") from any and all claims, demands, proceedings, causes
of action, orders, obligations, contracts, agreements, debts and liabilities
whatsoever, whether known or unknown, suspected or unsuspected, both at law and
in equity, which such Seller or any of his, her or its respective affiliates now
has, have ever had or may hereafter have against the respective Releasees
arising contemporaneously with or prior to the Closing Date or on account of or
arising out of any matter, cause or event occurring contemporaneously with or
prior to the Closing Date. This release shall not apply with respect to (i) any
claims arising under this Agreement or the Note (or any replacements thereof),
and (ii) with respect solely to Xxxxx X. Xxxxxx, (a) any claims arising under
that certain Employment Agreement, dated July 31, 1997, between Xx. Xxxxxx and
First Commonwealth Corporation (the "XXXXXX EMPLOYMENT AGREEMENT"), (b) any
claims for payment pursuant to annuity contracts or life insurance policies
between Xx. Xxxxxx and UTG or any of its affiliates (the "Insurance Contracts"),
and (c) any rights to indemnification or reimbursement from the Purchaser or any
other Releasee that Xx. Xxxxxx might have based on his capacity as an officer or
director of any of the same, whether pursuant to their respective organizational
documents, contract or otherwise.
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(h) PURCHASER'S RELEASE. The Purchaser, on behalf of itself and each of
its subsidiaries and affiliates, effective at the Closing Date, hereby releases
and forever discharges each Seller, and his, her or its respective individual,
joint or mutual, past, present and future representatives, affiliates,
beneficiaries, controlling persons, successors and assigns (individually, a
"SELLER RELEASEE" and collectively, "SELLER RELEASEES") from any and all claims,
demands, proceedings, causes of action, orders, obligations, contracts,
agreements, debts and liabilities whatsoever, whether known or unknown,
suspected or unsuspected, both in law and in equity, which the Purchaser or any
of its respective affiliates and subsidiaries now has, have ever had or may
hereafter have against the respective Seller Releasees arising contemporaneously
with or prior to the Closing Date or on account of or arising out of any matter,
cause or event occurring contemporaneously with or prior to the Closing Date.
This release shall not apply with respect to (i) any claims arising under this
Agreement or the Note (or any replacements thereof), and (ii) with respect
solely to Xx. Xxxxxx, any claims under the Xxxxxx Employment Agreement or any of
the Insurance Contracts.
(i) NON-DISPARAGEMENT. Each Seller hereby agrees that he, she or it
will not, directly or indirectly, publicly or privately, disparage the
Purchaser, UTG or any of their subsidiaries or affiliates. A statement made
under oath in response to valid subpoena or during a proceeding before a court
or government agency shall not be deemed a violation of this Section 4(i).
(j) BENEFICIARY CONSENT. Each Beneficiary joins in this Agreement for
purposes of acknowledging and giving such Beneficiary's consent to this
Agreement and the transactions contemplated hereby. Each party to this Agreement
who but for being, and having executed this Agreement as, a Seller would have
been a Beneficiary under this Agreement by virtue of being the beneficiary of
one or more other Sellers under this Agreement, by his or her execution of this
Agreement as a Seller also acknowledges and gives his or her consent to this
Agreement in his or her capacity as a beneficiary of such other Seller(s) under
this Agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"THE PURCHASER"
FIRST SOUTHERN BANCORP, INC.
By:/S/ XXXX XXXXXXX
Its: PRESIDENT
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
70
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXX X. XXXXXX
XXXXX X. XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
71
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
72
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXX XXXXXXXX XXXX
XXXXX XXXXXXXX XXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
73
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXX XXXX XXXXXX
XXXXX XXXX XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
74
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXX XXXXX XXXXXX
XXXXX XXXXX XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
75
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, Custodian for Xxxxx
Xxxx Xxxx UGMA IL
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
76
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date
first written on page 1 hereof.
"SELLER"
/S/ XXXXX X. XXXXXX
XXXXX X. RHYERD, Custodian for Xxxxx
Xxxx Xxxx UGMA IL
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
77
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXXX X. XXXX
XXXXXX X. XXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
78
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
XXXXXX X. XXXXX
(Print Name of Person or Entity or Trust)
/S/ XXXXXX X. XXXXX
Signature
_______________________________________
(Print Name and Title of signatory IF
signing on behalf of an Entity or Trust)
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
79
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
80
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXX X. XXXXXX
XXXXX X. XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
81
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXXXX X. XXXXXX CUSTODIAN FOR
XXXXX X. XXXXXX UGMA, IL
XXXXXXX X. XXXXXX, Custodian for
Xxxxx X. Xxxxxx UGMA, IL
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
82
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXXXX X. XXXXXX CUSTODIAN FOR
XXXX XXXXXX UGMA, IL
XXXXXXX X. XXXXXX, Custodian for Xxxx
Xxxxxx UGMA IL
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
83
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
XXXXX X. XXXXXX
XXXX X. XXXXXXXX XX TEN
(Print Name of Person or Entity or Trust)
/S/ XXXXX X. XXXXXX
/S/ XXXX X. XXXXXXXX XX. TEN.
(Signature)
_______________________________________
(Print Name and Title of signatory IF
signing on behalf of an Entity or Trust)
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
84
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
/S/ XXXXXXX X. XXXXXX CUSTODIAN FOR
JORDAN XXX XXXXXX UGMA, IL
XXXXXXX X. XXXXXX, Custodian for Jordan
Xxx Xxxxxx UGMA, IL
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
85
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
ILLINOIS NATIONAL BANK, Successor Trustee
of the Xxxxx Xxxx Xxxxxx Irrevocable Trust Under
Agreement dated December 30, 1987
By: /S/ XXXXXXX XXXXXX
Its: SVP & TRUST OFFICER
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
86
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
ILLINOIS NATIONAL BANK, Successor Trustee
of the Xxxxx Xxxxx Xxxxxx Irrevocable Trust Under
Agreement dated December 30, 1987
By: /S/ XXXXXXX XXXXXX
Its: SVP & TRUST OFFICER
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
87
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
ILLINOIS NATIONAL BANK, Successor Trustee
of the Xxxxx Xxxxxxxx Xxxx Irrevocable Trust Under
Agreement dated December 30, 1987
By:/S/ XXXXXXX XXXXXX
Its: SVP & TRUST OFFICER
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
88
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"SELLER"
XXXXXXX X. XXXXXX - XXX
By: /S/ XXXXXXX X. XXXXXX XXX
Its:_________________________________
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
89
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"THE SELLERS' AGENT"
/S/ XXXXX XXXXXX
XXXXX XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
90
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"BENEFICIARY"
/S/ XXXXX XXXXXX, GRANDFATHER
XXXXX XXXX XXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
91
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"BENEFICIARY"
/S/ XXXXXXX XXXXXX, FATHER
XXXXX X. XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
92
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"BENEFICIARY"
/S/ XXXXXXX XXXXXX, FATHER
XXXX XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
93
IN WITNESS WHEREOF, the undersigned party has executed this counterpart
signature page to this Common Stock Purchase Agreement among First Southern
Bancorp, Inc., Xxxxx X. Xxxxxx and certain others effective as of the date first
written on page 1 hereof.
"BENEFICIARY"
/S/ XXXXXXX XXXXXX, FATHER
JORDAN XXX XXXXXX
[Signature Page to Common Stock Purchase Agreement among First Southern Bancorp,
Inc., Xxxxx X. Xxxxxx and certain others]
94
SCHEDULE I
Name and Address Name of Name of Certificate Number of
OF SELLER (RECORD OWNER) BENEFICIAL OWNE NOMINEE NUMBER UTG SHARES
Xxxxx X. Xxxxxx _____SAME____ ___NONE___ 51693 111,091
00 Xxx Xxx Xxx
Xxxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxx _____SAME____ ___NONE___ 51694 50,000
00 Xxx Xxx Xxx
Xxxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxx _____SAME____ ___NONE___ 51695 10,000
00 Xxx Xxx Xxx
Xxxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxx _____SAME____ ___NONE___ 51696 10,000
00 Xxx Xxx Xxx
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx _____SAME____ ___NONE___ 43345 150,050
00 Xxx Xxx Xxx
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx and
Xxxxx X. Xxxxxx, Xx. Ten. _____SAME____ ___NONE___ 43347 22,780
0000 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxx Xxxxxx Irrevocable Child Trust Agreement
INB:(fbo Xxxxx Xxxxxxxx Xxxx) XXXXX XXXXXXXX XXXX __________ _____ 50,000
000 X. Xxxxxxx
Xxxxxxxxxxx, Xx 00000
Xxxxx Xxxxxx Irrevocable Child Trust Agreement
INB:(fbo Xxxxx Xxxxx Xxxxxx) XXXXX XXXXX XXXXXX __________ _____ 50,000
000 X. Xxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxx Xxxxxx Irrevocable Child Trust Agreement
INB:(fbo Xxxxx Xxxx Xxxxxx) XXXXX XXXX XXXXXX __________ _____ 50,000
000 X. Xxxxxxx
Xxxxxxxxxxx, XX 00000
___________________________
[FN]
Insert the name(s) of the beneficial owner(s) if it differs from the
name of the record owner; if not, insert same.
Insert the name of the nominee of the record and beneficial owner(s) if
the Shares are held in street name; if the Shares are not held in street name,
insert none.
95
Name and Address Name of Name of Certificate Number of
OF SELLER (RECORD OWNER) BENEFICIAL OWNER NOMINEE NUMBER UTG SHARES
Xxxxx Xxxxxx Irrevocable Child Trust Agreement
INB:(fbo Xxxxx Xxxxxxxx Xxxx) XXXXX XXXXXXXX XXXX __________ _____ 15,750
000 X. Xxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxx Xxxxxx Irrevocable Child Trust Agreement
INB:(fbo Xxxxx Xxxxx Xxxxxx) XXXXX XXXXX XXXXXX __________ _____ 15,750
000 X. Xxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxx Xxxxxx Irrevocable Child Trust Agreement
INB:(fbo Xxxxx Xxxx Xxxxxx) XXXXX XXXX XXXXXX __________ _____ 15,750
000 X. Xxxxxxx
Xxxxxxxxxxx, XX 00000
Total UTG Shares 551,171
Aggregate Purchase Price for such Shares $4,409,368
[FN]
Insert the name(s) of the beneficial owner(s) if it differs from the
name of the record owner; if not, insert same.
Insert the name of the nominee of the record and beneficial owner(s) if
the Shares are held in street name; if the Shares are not held in street name,
insert none.
96
SCHEDULE II
Name and Address Name of Name of Certificate Number of
OF SELLER (RECORD OWNER) BENEFICIAL OWNER NOMINEE NUMBER UTG SHARES
Xxxxx Xxxxxxxx Xxxx _____SAME____ ___NONE___ 43525 2,700
0000 Xxxxxxx Xx. Xx.
Xxxxxxxx, XX 00000
Xxxxx Xxxx Xxxxxx _____SAME____ ___NONE___ 43350 1,900
0 Xxxxxxx Xx
Xx. Xxxxxxx, XX 00000
Xxxxx Xxxxx Xxxxxx _____SAME____ ___NONE___ 50760 38
6836 Ninebark
Xxxxxxxxxxx, XX 00000
Xxxxx Xxxx Xxxx - Xxxxxxx X. Xxxxxx
Custodian UGMA IL XXXXX XXXX XXXX ___NONE___ 44617 2,000
00 Xxx Xxx Xxx
Xxxxxxxxxxx, XX 00000
Xxxxx Xxxx Xxxx - Xxxxx X. Xxxxxx
Custodian UGMA IL XXXXX XXXX XXXX ___NONE___ 44832 160
00 Xxx Xxx Xxx
Xxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx _____SAME____ ___NONE___ 43526 78
0000 Xxxxxxx Xx. Xx.
Xxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxx _____SAME____ ___NONE___ 40412 60
00000 X. 00xx Xx. Xx.
Xxxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx _____SAME____ ___NONE___ 51689 40
0000 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx _____SAME____ ___NONE___ 51690 839
3101 Xxxxxxxx
Xxxxxxxxxxx, Xx 00000
[FN]
Insert the name(s) of the beneficial owner(s) if it differs from the
name of the record owner; if not, insert same.
Insert the name of the nominee of the record and beneficial owner(s) if
the Shares are held in street name; if the Shares are not held in street name,
insert none.
97
Name and Address Name of Name of Certificate Number of
OF SELLER (RECORD OWNER) BENEFICIAL OWNER NOMINEE NUMBER UTG SHARES
Xxxxx X. Xxxxxx - Xxxxxxx X. Xxxxxx
Custodian UGMA IL XXXXX X. XXXXXX ___NONE___ 43343 137
3101 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxx Xxxxxx - Xxxxxxx X. Xxxxxx
Custodian UGMA IL XXXX XXXXXX ___NONE___ 43348 116
3101 Xxxxxxxx
Springfield, IL 62707
Xxxx X. Xxxxxxxx and
Xxxxx X. Xxxxxx, Xx. Ten. ____SAME_____ ___NONE___ 43352 132
3101 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Jordan Xxx Xxxxxx - Xxxxxxx X. Xxxxxx
Custodian UGMA IL JORDAN XXX XXXXXX ___NONE___ 44731 6
0000 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxx Xxxxxx ____SAME_____ ___NONE___ STREET NAME 63
0000 Xxxx Xxxx
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx - XXX _____________ __________ _____ 3,775
0000 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Total UTG Shares 12,044
Aggregate Purchase Price for such Shares $96,352
[FN]
Insert the name(s) of the beneficial owner(s) if it differs from the
name of the record owner; if not, insert same.
Insert the name of the nominee of the record and beneficial owner(s) if
the Shares are held in street name; if the Shares are not held in street name,
insert none.
98
SCHEDULE III
NAME AND ADDRESS OF BENEFICIARIES
Xxxxx Xxxx Xxxx
0000 Xxxxxxx Xx. Xx.
Xxxxxxxx, XX 00000
Xxxxx X. Xxxxxx
0000 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxx Xxxxxx
0000 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Jordan Xxx Xxxxxx
0000 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
99
EXHIBIT A
Form of Note
100
NON-NEGOTIABLE PROMISSORY NOTE
$------------- ----------,------------
____________ ___, 2001
FOR VALUE RECEIVED, the undersigned, FIRST SOUTHERN BANCORP, INC., a
Kentucky corporation ("MAKER"), having an address of
____________________________________________, hereby promises and agrees to pay
to XXXXX XXXXXX, as the Sellers' Agent for the benefit of the Sellers (each as
defined in the Purchase Agreement referenced below) listed on SCHEDULE I to the
Purchase Agreement ("PAYEE"), having an address of
_____________________________, the aggregate principal sum of ____________
DOLLARS ($________________.00), together with interest thereon as hereinafter
provided, in lawful money of the United States of America, in the manner set
forth herein, on or before the date _____________, 2006 (the "MATURITY DATE").
This Note is being issued pursuant to that certain Common Stock Purchase
Agreement, dated as of _____________, 2001, among the Maker, Payee and certain
others named therein and shall be governed by the terms thereof (the "PURCHASE
AGREEMENT").
The principal of this Note prior to any default hereunder shall accrue
interest on the unpaid principal balance hereof at the rate of 7% per annum. All
interest on this Note shall be computed daily on the basis of the actual number
of days elapsed over a year assumed to consist of three hundred sixty-five (365)
days. All accrued and unpaid interest on this Note shall be paid quarterly on
the last day of each March, June, September and December of each year and on the
Maturity Date and any other date on which the unpaid principal balance of this
Note is paid in full until the principal balance of this Note is paid. Such
payment of interest shall commence on the first day referenced in the foregoing
sentence to occur after the date of this Note.
Principal of this Note shall be paid as follows: 20% of the face
principal amount of this Note shall be paid on the date that is one (1) year
from the date of this Note; 20% of the face principal amount of this Note shall
be paid on the date that is two (2) years from the date of this Note; 20% of the
face principal amount of this Note shall be paid on the date that is three (3)
years from the date of this Note; 20% of the face principal amount of this Note
shall be paid on the date that is four (4) years from the date of this Note; and
the remaining 20% of the face principal amount of this Note shall be paid on the
Maturity Date.
Notwithstanding the foregoing, principal of this Note may be prepaid in
whole or in part without penalty or premium at any time prior to maturity;
provided, however, that Maker shall not be entitled to reborrow any amounts so
prepaid. All prepayments shall be applied to the indebtedness owing hereunder in
such order and manner as Payee may from time to time determine in its sole
discretion.
1
101
All payments of principal and interest and any other sums due under
this Note shall be made by check or money order to Payee at the address first
set forth above for the Payee in this Note or at such other address as may be
designated in writing by the Payee; PROVIDED, HOWEVER, that if the Payee gives
Maker written instructions at least ten (10) days prior to the date when any
payment is due under this Note that such payment be made by wire transfer to one
account and such instructions contain appropriate account information, Maker
shall make such payment to such account in immediately available funds on the
date such payment is due as well as all subsequent payments under this Note when
and as due until notified otherwise in writing by the Payee. Unless otherwise
agreed to, in writing, or otherwise required by applicable law, payments will be
applied among principal, interest, late charges, collection costs and other
charges at Payee's discretion.
The occurrence of any one or more of the following shall constitute a
default under this Note: [i] if principal or interest under this Note is not
paid as and when due; [ii] a proceeding being filed or commenced against Maker
for dissolution or liquidation that is not dismissed within thirty (30) days
after filing, or Maker voluntarily or involuntarily terminating or dissolving or
being terminated or dissolved; or [iii] insolvency of, business failure of, the
appointment of a custodian, trustee, liquidator or receiver for or for any of
the property of, or an assignment for the benefit of creditors by or the filing
of a petition under bankruptcy, insolvency or debtor's relief law, or for any
readjustment of indebtedness, composition or extension by, Maker, or against (if
not dismissed within thirty (30) days) Maker. Maker shall notify the Payee in
writing of the occurrence of any of the foregoing items [ii] or [iii].
Whenever there is a default under this Note (other than a default due
to the failure to pay the principal or interest under this Note when and as due)
the entire principal balance of and all accrued interest on this Note shall, at
the option of Payee, become forthwith due and payable upon demand by Payee if
within ten (10) days after written notice of such default from Payee is received
by Maker, Maker fails to cure such default within such ten-day period. Whenever
there is a default under this Note due to the failure of Maker to pay the
principal or interest under this Note when and as due, the entire principal
balance of and all accrued interest on this Note shall, at the option of the
Payee, become forthwith due and payable upon demand by Payee if within three (3)
days after written notice of such default from Payee is received by Maker, Maker
fails to cure such default within such three-day period; PROVIDED, HOWEVER, that
if the default is with respect to any payment to be made by wire transfer in
accordance herewith, the entire principal balance of and all accrued interest on
this Note shall, at the option of the Payee, become forthwith due and payable
upon demand by Payee if within two (2) days after written or oral notice of such
default from Payee is received by Maker, Maker fails to cure such default within
such two-day period. If the date of any payment of interest or principal under
this Note as well as the last day of any grace period provided under this Note
shall fall on a date which is a Saturday, a Sunday or a holiday on which
national or state banks located in Kentucky are generally not open for business,
then such payment shall be deemed due on, and the last day of such grace period
shall be deemed to be, the next day (other than a Saturday or Sunday) on which
national or state banks located in Kentucky are generally open for business.
Upon any uncured default, including failure to pay upon final maturity, Payee,
at its option, may also, if permitted under applicable law, do one or both of
the following: (a) increase the applicable interest rate on this Note by three
(3) percentage points, and (b) add, on the date of such increase,
2
103
any unpaid accrued interest to principal and such sum will bear interest
therefrom until paid at the rate provided in this Note (including any increased
rate). Notwithstanding anything herein to the contrary, the interest rate on
this Note will not exceed the maximum rate permitted by applicable law.
Failure of the holder of this Note to exercise any of its rights and
remedies shall not constitute a waiver of the right to exercise the same at that
or any other time. All rights and remedies of the holder for default under this
Note shall be cumulative to the greatest extent permitted by law. Time shall be
of the essence in the payment of all interest and principal on this Note and the
performance of Maker's other obligations under this Note.
If there is any default under this Note, and this Note is placed in the
hands of an attorney for collection or is collected through any court, including
any bankruptcy court, Maker promises to pay to the holder hereof its reasonable
attorneys' fees and court costs incurred in collecting or attempting to collect
or securing or attempting to secure this Note, provided the same is legally
allowed by the laws of the State of Illinois.
If any provision, or portion thereof, of this Note, or the application
thereof to any persons or circumstances shall to any extent be invalid or
unenforceable, the remainder of this Note, or the application of such provision,
or portion thereof, to any other person or circumstances shall not be affected
thereby, and each provision of this Note shall be valid and enforceable to the
fullest extent permitted by law.
Maker and any other party who may become primarily or secondarily
liable for any of the obligations of Maker hereunder hereby, except where
otherwise provided herein, jointly and severally waive presentment, demand,
notice of dishonor, protest, notice of protest, and diligence in collection, and
further waive all exemptions to which they may now or hereafter be entitled
under the laws of this or any other state or of the United States, and further
agree that the holder of this Note shall have the right without notice, to deal
in any way, at any time, with Maker, or any guarantor of this Note or with any
other party who may become primarily or secondarily liable for, or pledge any
collateral as security for, any of the obligations of Maker under this Note and
to grant any extension of time for payment of this Note or any other indulgence
or forbearance whatsoever, and may release any security for the payment of this
Note and/or modify the terms of any document securing or pertaining to this
Note, without in any way affecting the liability of Maker, or such other party
who may pledge any collateral as security for, or become primarily or
secondarily liable for, the obligations of Maker hereunder and without waiving
any rights the holder may have hereunder or by virtue of the laws of the State
of Illinois or any other state of the Unites States.
{END OF TEXT}
3
104
"Maker"
FIRST SOUTHERN BANCORP, INC.
By:________________________________
(signature)
Name:______________________________
(type or print)
Title:_____________________________
4
