Exhibit 10.28
DEBT REPAYMENT AGREEMENT AND ASSIGNMENT
This Debt Repayment Agreement and Assignment is made as of this 10th day
of July, 2002, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ ("Borrower") and American
National Financial, Inc. ("ANFI").
WHEREAS, pursuant to the Employee Stock Purchase Plan and the
Non-Employee Director Stock Purchase Plan adopted September 29, 1999 by the
Board of Directors of ANFI (collectively, the "Purchase Plan"), ANFI was
authorized to loan to certain employees and non-employee directors an aggregate
of $2,000,000 for the purchase of ANFI common stock, no par value ("Common
Stock");
WHEREAS, Borrower wishes to repay all principal and interest owed by
Borrower under the Plan as of June 30, 2002 (the "Indebtedness"), and ANFI
agrees to accept as repayment consideration for such amount, an amount of Common
Stock with a fair market value equal to the Indebtedness, such fair market value
determined by the average closing price of the Common Stock as reported by
Nasdaq for the 20 trading days preceding the date of this Agreement, or $14.97
per share;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed that:
1. Conveyance. For the repayment of the Indebtedness set forth
below, Borrower hereby sells, assigns, conveys, transfers and delivers
to ANFI the number of shares (the "Shares") of Common Stock set forth
below:
Number of Shares
Total Indebtedness (Principal + Interest) (Total Indebtedness divided by $14.97)
----------------------------------------- --------------------------------------
$509,616 34,043
2. Acceptance. ANFI hereby accepts the foregoing sale and assignment
of the Shares in total satisfaction of the Indebtedness set forth in
Section 1.
3. Borrower's Representations. Borrower hereby represents and
warrants to ANFI as of the date hereof as follows:
(a) Borrower is the sole owner and holder of the Shares
and has the full right to sell the Shares on the terms and conditions set forth
herein without consent of any third party.
(b) This Agreement constitutes a legal, valid and binding
obligation of Borrower enforceable against Borrower in accordance with its
terms.
4. Indemnification. Borrower agrees to indemnify, defend, reimburse and
hold harmless ANFI and ANFI's attorneys, employees, agents, affiliates,
successors and assigns from and against any and all losses, liabilities, damages
or expenses incurred with respect to a breach by Borrower of any representation
or warranty made by Borrower herein.
5. Further Assurances. Borrower and ANFI shall each execute all
documents, instruments and agreements, and take all actions, as may be
reasonably required in order to consummate the transactions contemplated by this
Agreement.
6. Miscellaneous. This Agreement shall be governed by and construed in
accordance with, the laws of the State of California. This Agreement contains
the entire agreement between the parties with respect to the subject matter
hereof and supersedes any prior agreements, understandings or negotiations. This
Agreement may not be amended except by a written amendment executed by Buyer and
Seller. This Agreement 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 document. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
[signature page follows]
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Executed as of the date set forth above.
Borrower:
_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
ANFI:
American National Financial, Inc.
_______________________________________
By:
Its:
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