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EXHIBIT E
AGREEMENT OF ASSIGNMENT
This Agreement of Assignment is entered into between First
Southern Funding, Inc., a Kentucky corporation ("Buyer"), First Southern
Bancorp, Inc., a Kentucky corporation ("Bancorp"), First Southern Capital
Corp., LLC, a limited liability company ("Capital"), and First Southern
Investments, LLC, a Kentucky limited liability company ("Investments").
PREMISES
Buyer is a party to a certain Acquisition Agreement (the
"Acquisition Agreement"), dated April 20, 1998, between Buyer and United
Trust, Inc., an Illinois corporation ("UTI"), as amended, and is a party to
a certain Stock Purchase Agreement (the "Stock Purchase Agreement"), dated
April 20, 1998, between Buyer and ▇▇▇▇▇ ▇▇▇▇▇▇, the form of which is
attached as Exhibit 1(c) to the Acquisition Agreement. Pursuant to the
Acquisition Agreement and the Stock Purchase, Buyer has the right to
purchase an aggregate of 929,905 shares of common stock of UTI (the
"Shares") as follows:
SELLER No. of Shares Price Per Share Aggregate Price
UTI 389,715 $10.00 $ 3,897,150
UTI 473,523 15.00 7,102,845
▇▇▇▇▇ ▇▇▇▇▇▇ 66,666 15.00 999,990
In addition, Buyer has the right to purchase UTI Convertible Notes in the
initial face amount of $2,560,000 for an aggregate purchase price of
$3,072,000, pursuant to the Convertible Note Purchase Agreement referred to
the Acquisition Agreement, and has an option to purchase additional shares
from UTI.
Buyer desires to assign, in part, its obligation to purchase
Shares under the Acquisition Agreement and the Stock Purchase Agreement to
Bancorp, Capital and Investments, and Bancorp, Capital and Investments
desire to assume such obligations, to enable them to purchase Shares as set
forth below. Buyer, Bancorp, Capital and Investments desire to structure
such assignment so that the average cost per share paid by each of them to
acquire shares of common stock of UTI from time to time, including expenses,
is the same.
AGREEMENT AND ASSIGNMENT
Now, therefore, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Of the total 929,905 Shares Buyer has the right and
obligation to purchase under the Acquisition Agreement:
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a. Buyer assigns and transfers to Bancorp, and Bancorp accepts
and assumes, the right and obligation to purchase a total of
43,000 Shares at a price of $15.00 per share, subject to the
adjustment provisions set out below;
b. Buyer assigns and transfers to Capital, and Capital accepts
and assumes, the right and obligation to purchase a total of
81,100 Shares at a price of $10.00 per share and 101,933 Shares
at a price of $15.00 per share, subject to the adjustment
provisions set out below; and
c. Buyer assigns and transfers to Investments, and Investments
accepts and assumes, the right and obligation to purchase a
total of 9,805 Shares at a price of $10.00 per share and 12,330
Shares at a price of $15.00 per share, subject to the adjustment
provisions set out below.
2. Bancorp, Capital and Investments each agrees to pay the purchase
price payable by it, as set forth above, in immediately available
funds at or before the closing of the Acquisition Agreement and the
Stock Purchase Agreement. To facilitate the payment of the purchase
price at the closing in the manner required by the Acquisition
Agreement and Stock Purchase Agreement, Bancorp, Capital and
Investments shall provide Buyer, in immediately available funds, the
portion of the purchase price payable by it, in accordance with such
directions as Buyer may deem expedient for completing the purchase of
the Shares at the closing, and each hereby appoints Buyer its agent
and attorney-in-fact for the purpose of delivering such purchase price
for the Shares being acquired by it and completing the purchase of
such Shares at the closing.
3. Bancorp, Capital and Investments each hereby agrees to assume and
be bound by, and not take any action which would cause a breach of,
the obligations of Buyer under the Acquisition Agreement and Stock
Purchase Agreement.
4. The parties have allocated the purchase price for the shares so
that, upon the closing of the purchase of shares from UTI and ▇▇.
▇▇▇▇▇▇, the aggregate amount of the investment by Buyer, Bancorp,
Capital and Investments in shares of common stock of UTI (including
expenses incurred to acquire the shares) will be as nearly equal as
practicable on a per share basis. The parties agree to adjust the
prices payable by them hereunder if any of them acquire additional
shares of UTI common stock from time to time so that the aggregate
amount of the investment by Buyer, Bancorp, Capital and Investments
in shares of common stock of UTI (including expenses incurred to
acquire the shares) shall be as nearly equal as practicable on a
per share basis. The adjustment shall be subject to applicable tax,
securities and regulatory requirements. This provision will continue
until the Option Agreement between Buyer and UTI terminates or Buyer
is no longer entitled to purchase any shares thereunder.
5. This Agreement of Assignment may be executed in counterparts,
each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement of
Assignment effective the 20th day of November, 1998, each intending to be
legally bound.
FIRST SOUTHERN FUNDING, INC.
By /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Treasurer
FIRST SOUTHERN BANCORP, INC.
By /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President
FIRST SOUTHERN CAPITAL CORP., LLC
By /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Manager
FIRST SOUTHERN INVESTMENTS, LLC
By /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President