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Purchase Agreement For Purchase of Participation Interests In Loans

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Exhibit 10



THIS AGREEMENT is made effective the 5 th day of October , 2004, by and between MidFirst Bank (" Purchaser" ), a federally chartered savings association and Liberty National Life Insurance Company (" Seller" ), an Alabama corporation.


WHEREAS, Seller is the owner of certain participation interests in certain commercial loans (individually, a " Participation Interest" , collectively, " Participation Interests" );

WHEREAS, Purchaser desires to purchase certain participation interests in the commercial loans identified on Exhibit " A" attached hereto and referred to as the (" Active Portfolio" ); and

WHEREAS, Purchaser, as Lender, and Seller, as Participant, have previously entered into Loan Participation Agreements covering each of the commercial loans, the Loan Participation Agreements being identified on Exhibit " B" attached hereto (individually, an " LPA" , collectively, the " LPA' s" ), and upon the closing of the purchase of the Active Portfolio, the LPA' s shall be terminated, and Purchaser, as Lender in each LPA shall be released from any and all liability from inception and forever, and for every cause whatsoever.

WHEREAS, Seller desires to sell the Participation Interests to Purchaser on terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, conditions and promises hereinafter contained, the parties agree as follows:


1 Sale of Participation Interests . Seller agrees to sell and Purchaser agrees to purchase all of Seller' s right, title and interest in the Participation Interests, without warranty or recourse, except as otherwise set forth herein.

2. Purchase Price . The total purchase price for the Participation Interests purchased in the Active Portfolio shall be determined on the Transfer and Absolute Closing Date based upon the herein agreed upon factor of 102.00 for the total unpaid principal balance of all Participation Interests purchased. Purchaser shall furnish Seller with the total purchase price within 24 hours of the Transfer and Absolute Closing Date. Purchaser and Seller shall comply with all applicable laws and regulations with respect to the sale and transfer of the Participation Interests. Seller and Purchaser understand and agree that there are no commitments or obligations on the part of the Seller to sell, or the Purchaser to purchase, any other Participation Interests in any other existing commercial loans wherein Purchaser is the Lender and Seller is the Participant in existing LPA' s.

3. Assignment of Participation Interests . Seller shall on the Transfer and Absolute Closing Date execute and cause to be delivered to Purchaser for each Participation Interest purchased, an original assignment from Seller, as assignor, to Purchaser, as assignee, duly executed, attested and acknowledged and otherwise in form acceptable to Purchaser.

4. Title . Seller agrees, within ten (10) days from the date hereof, to provide, or cause to be provided, to Purchaser, at Seller' s cost, but with Purchaser' s assistance, with down date title insurance commitments to endorse (" down date endorsements" ) the existing mortgagee' s title policies for the Active Portfolio, the review of which must be acceptable to Purchaser in all respects. If Purchaser' s review of the down date endorsement, or any one of them, is unacceptable to Purchaser, Purchaser shall, on or before the tenth (10 th ) day following receipt of all down date endorsements, (" title review period" ) notify Seller, and such Participation Interest, or Participation Interests, as the case may be, shall be excluded from the sale, and the Purchase Price set forth for each such excluded Participation Interest shall be excluded from the total Purchase Price.

5. Transfers . Upon the date the Participation Interests are transferred from Seller to Purchaser, which date shall be on or before October 18, 2004 (" Transfer and Absolute Closing Date" ), Seller shall physically deliver to Purchaser the following documents for each Participation Interest as applicable:

(a) original executed assignment of each Participation Interest purchased.

(b) Termination Agreement for all Loan Participation Agreements.

(c) original down date endorsements.

(d) Release and Satisfaction Agreement acceptable to Purchaser.

(e) such other documents as Purchaser may reasonably require.

Seller shall pay all title and closing costs, except that Seller and Purchaser shall pay their respective attorney' s fees. Seller and Purchaser understand that time is of the essence, and that in the event the closing of the sale herein does not occur on or before the Transfer and Absolute Closing Date, that this Agreement will be void, and of no further force or effect.

6. Obligations of Seller . Seller covenants and agrees as follows:

(a) Should Seller receive any notice or other information concerning any Participation Interest purchase by Purchaser after the Transfer and Absolute Closing Date, Seller shall promptly forward such notice or other information to Purchaser.

(b) Seller agrees to cooperate with Purchaser to the extent required by law or by any government agency or any private insurance carrier, to complete necessary reporting forms associated with such agency and any other insurance carriers and to do any other acts reasonably required of Seller by Purchaser to complete the transfer of any Participation Interest to Purchaser, including giving proper notice that the Participation Interests have been assigned to Purchaser.

(c) Seller shall warrant and defend title of the Purchaser in the Participation Interests and at any time upon request of Purchaser, Seller shall, at its expense do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such acts, deeds, assignments, releases, transfers, conveyances, power of attorney or other instruments and assurances as may be reasonably necessary or proper for the purpose of fully effectuating the assignment, transfer and conveyance of the Participation Interests to Purchaser and the vesting of title thereto to Purchaser.

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