Exhibit 10.1
PURCHASE AND SALE
AGREEMENT
This PURCHASE AND SALE AGREEMENT
(“Agreement”), dated as of September 29, 2009, is
entered into by and between PFGI Capital Corporation
(“PFGI”) and National City Bank
(“NCB”).
WHEREAS, PFGI owns the loan
participations set forth on Exhibit A hereto (the
“Loan Participations”); and
WHEREAS, PFGI desires to sell to
NCB, and NCB desires to purchase from PFGI, the Loan Participations
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of
the premises and of the mutual agreements herein contained, the
parties hereto do hereby acknowledge and agree as
follows:
1. Transfer . Effective on
the date hereof, PFGI hereby sells, transfers, conveys, and
delivers to NCB all right, title and interest in and to the Loan
Participations, and NCB hereby accepts and assumes such Loan
Participations.
2. Purchase Price
.
a. Amount . The parties agree
that the aggregate purchase price for the Loan Participations shall
be equal to the aggregate principal and interest balances due on
the Loan Participations as of the date hereof, net of the
associated allowance for loan participation losses (the”
Purchase Price”).
b. Payment . On the date
hereof, NCB shall deliver an amount in cash to PFGI equal to the
aggregate principal and interest balances due on the Loan
Participations as of August 31, 2009, net of the associated
loan loss (the “Estimated Purchase Price”). Within five
(5) business days after the principal and interest balances
for the Loan Participations are available for the date hereof, NCB
shall make a payment to PFGI or PFGI shall make a payment to NCB,
as applicable equal to the difference between the Purchase Price
and the Estimated Purchase Price; provided that, if the Estimated
Purchase Price is greater than the Purchase Price, PFGI shall pay
NCB the amount of the difference.
3. Representations and
Warranties .
(a) PFGI hereby represents and
warrants that:
(i) It is the
