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EXHIBIT J
AMENDMENT
THIS AMENDMENT is entered into as of this 30th day of
December, 1999 between First Southern Funding, LLC ("FSF") a Kentucky limited
liability corporation and United Trust Group, Inc. ("UTI") (f/k/a United Trust,
Inc.), an Illinois corporation.
WHEREAS, First Southern Funding, Inc. and UTI entered into an
Acquisition Agreement dated April 30, 1998; and
WHEREAS, FSF is the successor to First Southern Funding, Inc.
under the Acquisition Agreement; and
WHEREAS, so that the Acquisition Agreement will more
accurately reflect the intent of the parties, the parties desire to amend the
Acquisition Agreement to define more clearly the representation relating to the
future earnings of UTI and to adjust the calculation of post closing adjustments
as set forth in the Acquisition Agreement.
NOW, THEREFORE, the parties do hereby agree that:
1. AMENDMENT OF ACQUISITION AGREEMENT.
The parties agree that the Acquisition Agreement shall be
amended as follows:
(a) Section 13(e) of the Acquisition Agreement shall be
amended to read in its entirety as follows:
(e) Calculation of Post Closing Adjustments. Except for
cash payments made pursuant to Section 12(a), amounts owing to Buyer
from UTI will be netted against any amounts owed by Buyer to UTI. The
net amount will then be reduced by $250,000. The remaining amount will
be paid by UTI to Buyer or by Buyer to UTI, as applicable, in the form
of UTI common stock valued at $15 per share. In no instance shall the
number of shares transferred exceed 500,000 shares. Notwithstanding
the above, there shall be no limit to the number of shares transferred
to the extent that there are legal fees, settlements, damage payments
or other losses (other than routine death claims paid on policies that
were in-force at the date of closing) relating directly or indirectly
to the issues described
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in the first five paragraphs of Footnote 8 to UTI's 1995 Financial
Statements as contained in its Form 10-K filed with the Securities and
Exchange commission. The price and number of shares shall be adjusted
for any applicable stock splits, stock dividends, spin offs or other
recapitalizations.
2. ACQUISITION AGREEMENT, AS AMENDED.
The Acquisition Agreement, as amended by this Amendment,
remains in full force and effect.
3. GOVERNING LAW; COUNTERPARTS.
This Amendment shall be governed by the laws of the
Commonwealth of Kentucky. This Amendment may be executed in counterparts and
delivered by facsimile.
IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed as of the date first above written.
FIRST SOUTHERN FUNDING, LLC
By:/S/ JESS CORRELL
Its: PRESIDENT
UNITED TRUST GROUP, INC.
By: THEODORE C. MILLER
Its: SR. VICE PRESIDENT
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