EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE (the "Agreement"), by and between FIRST
ALLIANCE CORPORATION, a Kentucky corporation ("Seller"), and
FIRST AMERICAN CAPITAL CORPORATION, a Kansas corporation
(hereinafter "FACC" or "Buyer"), is made and entered into as of
September 17, 2002.
RECITALS
WHEREAS, Seller owns 525,000 shares of FACC common stock,
$.10 par value, which shares are represented by stock
certificate number C5259 (the "Shares"); and
WHEREAS, Seller desires to sell and Buyer desires to buy
the Shares, on the terms stated herein.
TERMS
NOW, THEREFORE, in consideration of the premises, the
mutual covenants, promises, agreements, representations and
warranties of the parties hereto, the parties do hereby
covenant, promise, agree, represent and warrant as follows:
1. Sale of Stock. Seller agrees to sell, transfer and
assign to Buyer, and Buyer agrees to buy and acquire from
Seller, the Shares on the terms and conditions set forth
in this Agreement.
2. Purchase Price. The purchase price is $1.91 per Share
for an aggregate purchase price of $1,002,750 (the "Purchase
Price"), payable on Closing, as defined herein.
3. Closing Date. The closing ("Closing") shall take
place on September 30, 2002 or such later date as may be agreed
to by the parties. At the Closing, Seller shall transfer,
assign and convey to and upon the order of Buyer any and all of
Seller's right, title and interest in and to the Shares against
payment of the Purchase Price. Seller shall sign and endorse
the Shares over to Buyer if requested by Buyer.
4. Seller's Representations and Warranties. Seller
covenants, represents and warrants to Buyer as follows:
(a) Ownership; Authority. Seller is the lawful owner
of the Shares and has the right, power and authority to
transfer and assign the same to Buyer and to accept payment
by Buyer. Buyer shall receive the Shares free and clear of
all liens, security interests, encumbrances, options,
rights or claims of any kind or nature. There are no
outstanding subscriptions, warrants, calls, commitments,
pledges, security agreements, restrictions against
transfer, or arrangements of any kind with respect to the
Shares or transfer of the Shares.
(b) Binding Agreement. This Agreement constitutes
the legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms.
(c) Violation. The execution, delivery and
performance of this Agreement will not violate or cause a
breach or default under any agreement, license, law, rule,
regulation, order or permit to which Seller is subject.
(d) Consents. The execution, delivery and
performance of this Agreement does not require the consent
of any third party or government, court, or regulatory
authority.
(e) Defense of Claims. Seller shall defend the title
of the Shares unto Buyer against any and all claims and
demands of any and all persons.
5. Conditions of Buyer and Seller to Close. The
obligation of Buyer and Seller to Close under this Agreement is
subject to Seller and Buyer terminating that certain
Administration Agreement between the parties dated as of January
1, 2000 in consideration of a payment of $212,000 by Buyer to
Seller.
6. Additional Conditions on Obligation of Buyer to Close.
Each and every obligation of Buyer under this Agreement shall be
subject to the satisfaction, as of the Closing, of each of the
following conditions unless waived in writing by Buyer:
(a) Representations and Warranties; Performance. The
representations and warranties made by Seller herein shall
be true and correct as of the Closing; Seller shall have
performed and complied with all agreements, covenants and
conditions required by this Agreement to be performed and
complied with by Seller as of the Closing.
(b) No Proceeding or Litigation. No action, suit or
proceeding before any court or any governmental or
regulatory authority shall have been commenced or
threatened, and no investigation by any governmental or
regulatory authority shall have been commenced or
threatened against Seller or Buyer seeking to restrain,
prevent or change the transactions contemplated hereby or
questioning the validity or legality of any of such
transactions or seeking damages in connection with any of
such transactions.
(c) Further Assurances. Seller shall have duly
executed and delivered all such stock powers, stock
certificates and other instruments of transfer, assignment
and conveyance, and all such notices, releases and
terminations and other documents as may be necessary in
Buyer's sole discretion, to fully transfer, assign and
convey to and vest in Buyer, good and marketable title to
the Shares, free and clear of all liens, security
interests, encumbrances, options, rights or claims of any
kind or nature.
7. Additional Condition on Obligation of Seller to Close.
Each and every obligation of Seller under this Agreement shall
be subject to Buyer making, prior to Closing, an offer to
purchase the FACC common stock owned by the following
shareholders in the amounts indicated:
Shareholder Shares
Xxx Xxxxx 15,000
Xxxxx X. Xxxxxxx 13,000
Xxxxxxx X. Xxxxxxxx 6,500
Xxxxx Xxx Xxxxxx 13,000
Xxxxx Xxxx 13,000
Xxxx Xxxxxxxxxxx 12,000
8. Survival of Warranties. The representations and
warranties of Seller contained herein or in any certificates or
other documents delivered prior to or at the Closing, or
incorporated herein by reference, are true, accurate and correct
and shall not be deemed waived or otherwise affected by any
investigation made by any party hereto or the occurrence of the
Closing. Each and every such representation and warranty shall
survive the Closing, and all claims for damages based on
intentional or fraudulent actions, misrepresentations or
breaches shall never expire.
9. Governing Law. This Agreement shall be governed by
the laws of the State of Kansas without regard to conflict of
law principles.
10. Benefit. This Agreement shall be binding upon, and
inure to the benefit of, the respective legal
representatives, successors, and permitted assigns of
the parties.
11. Notices. All notices, requests, demands, and other
communications hereunder shall be in writing, and
shall be deemed to have been duly given if delivered
or mailed first class, postage prepaid, to the other
party as follows:
Seller: First Alliance Corporation
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Buyer: First American Capital Corporation
0000 XX Xxxxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxx 00000
With copy to: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxxxxxx Xxxxxxx & Xxxxx, P.C.
0000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000
12. Construction. This Agreement was negotiated and
drafted with input from both parties. Therefore, the
parties agree that for interpretation purposes neither
party shall be considered as having drafted this
document and no drafting inference shall be drawn.
13. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and
the same instrument.
14. Actions Necessary to Complete Transaction. Each party
hereby agrees to execute and deliver all such other
documents or instruments and to take any actions as
may be reasonably required in order to effectuate the
transactions contemplated by this Agreement.
15. Waiver. Any waiver by either party of any breach of
any term or condition of this Agreement shall not be
deemed a waiver of any other breach of such term or
condition, nor shall the failure of either party to
enforce such provision constitute a waiver of such
provision or of any other provision, nor shall such
action be deemed a waiver or release of any other
party for any claims arising out of or connected with
this Agreement.
16. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto. There
are no other restrictions, promises, representations,
warranties, covenants or undertakings. This Agreement
supersedes all prior agreements and understandings
between the parties with respect to the subject matter
hereof, and may not be revised or amended in any
respect without a written agreement signed by the
parties hereto. Headings of paragraphs and sections
of this Agreement are inserted for the convenience of
the parties and shall not be construed as part of this
Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first written above.
SELLER:
FIRST ALLIANCE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxxx
Title: Vice Chairman
BUYER:
FIRST AMERICAN CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
