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EXHIBIT N
CONSENT TO ASSIGNMENT AND NOVATION
Each of the undersigned is a party to that certain Common Stock
Purchase Agreement, dated as of February 13, 2001, by and among First Southern
Bancorp, Inc., a Kentucky corporation ("First Southern"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and
the other individuals and entities identified therein (the "Purchase
Agreement"), regarding the purchase of certain shares of common stock of United
Trust Group, Inc. and First Commonwealth Corporation (the "Shares").
First Southern desires to transfer any and all of its right, title and
interest in and to the Purchase Agreement to United Trust Group, Inc., an
Illinois corporation ("United"), and United desires to assume any and all of
First Southern's obligations under the Purchase Agreement, including without
limitation First Southern's obligation to purchase the Shares and pay the
purchase price therefor, including the issuance of the Notes (as defined in the
Purchase Agreement) (the "Assignment"). By signing herein below, each of the
undersigned hereby consents to the Assignment, releases First Southern from any
liability or obligation under the Purchase Agreement (including the Notes to be
issued pursuant thereto), and acknowledges that the purchase price of the Shares
to be sold pursuant to the Purchase Agreement shall be paid by United as set
forth in the Purchase Agreement (including without limitation the issuance of
Notes of United).
This Consent to Assignment and Novation may be executed in any number
of counterparts, all of which together shall constitute one and the same
instrument.
Agreed and Accepted this 5th day of April, 2001.
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
BGM TRUST
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
37
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TRUST
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TRUST
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TRUST
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TRUST
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
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