EXHIBIT 99.1
RP(R) FINANCIAL, LC.
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Financial Services Industry Consultants
May 4, 2004
Xx. Xxxxxx Xxx
President and Chief Executive Officer
Xxxxxxx Xxxx Savings and Loan Association
00 Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000-1790
Dear Xx. Xxx:
This letter sets forth the agreement between Lincoln Park Savings and
Loan Association, Lincoln Park, New Jersey ("Lincoln Park"), and RP(R)
Financial, LC. ("RP Financial") for the independent appraisal services
pertaining to Lincoln Park's reorganization into a "two-tier" mutual holding
company (the "Reorganization"), including the formation of a mid-tier stock
holding company and minority stock offering by the mid-tier stock holding
company (the "Stock Offering"). The specific appraisal services to be rendered
by RP Financial are described below. These appraisal services will be rendered
by a team of consultants on staff and will be directed by the undersigned.
DESCRIPTION OF CONVERSION APPRAISAL SERVICES
Prior to preparing the valuation report, RP Financial will conduct a
financial due diligence, including on-site interviews of senior management and
reviews of financial and other documents and records, to gain insight into
Lincoln Park's operations, financial condition, profitability, market area,
risks and various internal and external factors which impact the pro forma value
of Lincoln Park. RP Financial will prepare a written detailed valuation report
of Lincoln Park that will be fully consistent with applicable regulatory
guidelines and standard pro forma valuation practices. The appraisal report will
include an in-depth analysis of Lincoln Park's financial condition and operating
results, as well as an assessment of Lincoln Park's interest rate risk, credit
risk and liquidity risk. The appraisal report will describe Lincoln Park's
business strategies, market area, prospects for the future and the intended use
of proceeds both in the short term and over the longer term. A peer group
analysis relative to publicly-traded savings institutions will be conducted for
the purpose of determining appropriate valuation adjustments relative to the
group. We will review pertinent sections of the applications and offering
documents to obtain necessary data and information for the appraisal, including
the impact of key deal elements on the appraised value, such as dividend policy,
use of proceeds and reinvestment rate, tax rate, conversion expenses and
characteristics of stock plans. The appraisal report will conclude with a pro
forma value to establish the range of value, and reflect the Stock Offering size
determined by Lincoln Park's Board of Directors. The appraisal report may be
periodically updated throughout the conversion process and there will be at
least one updated valuation prepared at the time of the closing of the Stock
Offering.
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WASHINGTON HEADQUARTERS
Rosslyn Center Telephone: (000) 000-0000
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx No.: (000) 000-0000
Arlington, VA 22209 Toll-Free No.: (000) 000-0000
xxx.xxxxxxxxxxx.xxx E-Mail: xxxxxxxxxxxx@xxxxxxxxxxx.xxx
XX. XXXXXX XXX
MAY 4, 2004
PAGE 2
RP Financial agrees to deliver the valuation appraisal and subsequent
updates, in writing, to Lincoln Park at the above address in conjunction with
the filing of the regulatory application. Subsequent updates will be filed
promptly as certain events occur which would warrant the preparation and filing
of such valuation updates. Further, RP Financial agrees to perform such other
services as are necessary or required in connection with the regulatory review
of the appraisal and respond to the regulatory comments, if any, regarding the
valuation appraisal and subsequent updates.
FEE STRUCTURE AND PAYMENT SCHEDULE
Lincoln Park agrees to pay RP Financial fees for preparation and delivery
of the original appraisal report and subsequent appraisal updates as shown in
the detail below, plus reimbursable expenses. Payment of these fees shall be
made according to the following schedule:
o $5,000 upon execution of the letter of agreement engaging RP
Financial's appraisal services;
o $10,000 upon delivery of the completed original appraisal report;
and
o $5,000 upon completion of the Reorganization and Stock Offering to
cover all subsequent valuation updates that may be required,
provided that the transaction is not delayed for reasons described
below.
Lincoln Park will reimburse RP Financial for out-of-pocket expenses
incurred in preparation of the valuation. Such out-of-pocket expenses will
likely include travel, printing, telephone, facsimile, shipping, computer and
data services. RP Financial will agree to limit reimbursable expenses in
connection with this engagement and in connection with the preparation of a
regulatory business plan as described in the accompanying letter, subject to
written authorization from Lincoln Park to exceed such level.
In the event Lincoln Park shall, for any reason, discontinue the proposed
Reorganization and Stock Offering prior to delivery of the completed documents
set forth above and payment of the respective progress payment fees, Lincoln
Park agrees to compensate RP Financial according to RP Financial's standard
billing rates for consulting services based on accumulated and verifiable time
expenses, not to exceed the respective fee caps noted above, after giving full
credit to the initial retainer fee. RP Financial's standard billing rates range
from $75 per hour for research associates to $275 per hour for managing
directors.
If during the course of the proposed transaction, unforeseen events occur
so as to materially change the nature or the work content of the services
described in this contract, the terms of said contract shall be subject to
renegotiation by Lincoln Park and RP Financial. Such unforeseen events shall
include, but not be limited to, major changes in the conversion regulations,
appraisal guidelines or processing procedures as they relate to appraisals,
major changes in management or procedures, operating policies or philosophies,
and excessive delays or suspension of processing of conversion
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MAY 4, 2004
PAGE 3
applications by the regulators such that completion of the transaction requires
the preparation by RP Financial of a new appraisal or financial projections.
REPRESENTATIONS AND WARRANTIES
Lincoln Park and RP Financial agree to the following:
1. Lincoln Park agrees to make available or to supply to RP Financial
such information with respect to its business and financial condition as RP
Financial may reasonably request in order to provide the aforesaid valuation.
Such information heretofore or hereafter supplied or made available to RP
Financial shall include: annual financial statements, periodic regulatory
filings and material agreements, debt instruments, off balance sheet assets or
liabilities, commitments and contingencies, unrealized gains or losses and
corporate books and records. All information provided by Lincoln Park to RP
Financial shall remain strictly confidential (unless such information is
otherwise made available to the public), and if the Reorganization and Stock
Offering are not consummated or the services of RP Financial are terminated
hereunder, RP Financial shall upon request promptly return to Lincoln Park the
original and any copies of such information.
2. Lincoln Park hereby represents and warrants to RP Financial that
any information provided to RP Financial does not and will not, to the best of
Lincoln Park's knowledge, at the times it is provided to RP Financial, contain
any untrue statement of a material fact or fail to state a material fact
necessary to make the statements therein not false or misleading in light of the
circumstances under which they were made.
3. (a) Lincoln Park agrees that it will indemnify and hold
harmless RP Financial, any affiliates of RP Financial, the respective directors,
officers, agents and employees of RP Financial or their successors and assigns
who act for or on behalf of RP Financial in connection with the services called
for under this agreement (hereinafter referred to as "RP Financial"), from and
against any and all losses, claims, damages and liabilities (including, but not
limited to, all losses and expenses in connection with claims under the federal
securities laws) brought by third parties and attributable to (i) any untrue
statement or alleged untrue statement of a material fact contained in the
financial statements or other information furnished or otherwise provided by
Lincoln Park to RP Financial, either orally or in writing; (ii) the omission or
alleged omission of a material fact from the financial statements or other
information furnished or otherwise made available by Lincoln Park to RP
Financial; or (iii) any action or omission to act by Lincoln Park, or Lincoln
Park's respective officers, Directors, employees or agents which action or
omission is willful or negligent. Lincoln Park will be under no obligation to
indemnify RP Financial hereunder if a court determines that RP Financial was
negligent or acted in bad faith with respect to any actions or omissions of RP
Financial related to a matter for which indemnification is sought hereunder. Any
time devoted by employees of RP Financial to situations for which
indemnification is provided hereunder, shall be an indemnifiable cost payable by
Lincoln Park at the normal hourly professional rate chargeable by such employee.
(b) RP Financial shall give written notice to Lincoln Park of
such claim or facts within thirty days of the assertion of any claim or
discovery of material facts upon which RP Financial intends to base a claim for
indemnification hereunder. In the event Lincoln Park elects,
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MAY 4, 2004
PAGE 4
within ten business days of the receipt of the original notice thereof, to
contest such claim by written notice to RP Financial, RP Financial will be
entitled to be paid any amounts payable by Xxxxxxx Xxxx hereunder within five
days after the final determination of such contest either by written
acknowledgement of Lincoln Park or a final judgment (including all appeals
therefrom) of a court of competent jurisdiction. If Lincoln Park does not so
elect, RP Financial shall be paid promptly and in any event within thirty days
after receipt by Lincoln Park of the notice of the claim.
(c) Lincoln Park shall pay for or reimburse the reasonable
expenses, including attorneys' fees, incurred by RP Financial in advance of the
final disposition of any proceeding within thirty days of the receipt of such
request if RP Financial furnishes Lincoln Park: (1) a written statement of RP
Financial's good faith belief that it is entitled to indemnification hereunder;
and (2) a written undertaking to repay the advance if it ultimately is
determined in a final adjudication of such proceeding that it or he is not
entitled to such indemnification; provided, however, that Lincoln Park shall not
be required to make any such advance payment if Lincoln Park furnishes to RP
Financial a written statement of Lincoln Park's reasonable good faith belief
that RP Financial is not entitled to indemnification hereunder. Lincoln Park may
assume the defense of any claim (as to which notice is given in accordance with
3(b)) with counsel reasonably satisfactory to RP Financial, and after notice
from Lincoln Park to RP Financial of its election to assume the defense thereof,
Lincoln Park will not be liable to RP Financial for any legal or other expenses
subsequently incurred by RP Financial (other than reasonable costs of
investigation and assistance in discovery and document production matters).
Notwithstanding the foregoing, RP Financial shall have the right to employ their
own counsel in any action or proceeding if RP Financial shall have concluded
that a conflict of interest exists between Lincoln Park and RP Financial which
would materially impact the effective representation of RP Financial. In the
event that RP Financial concludes that a conflict of interest exists, RP
Financial shall have the right to select counsel reasonably satisfactory to
Lincoln Park which will represent RP Financial in any such action or proceeding
and Lincoln Park shall reimburse RP Financial for the reasonable legal fees and
expenses of such counsel and other expenses reasonably incurred by RP Financial.
In no event shall Lincoln Park be liable for the fees and expenses of more than
one counsel, separate from its own counsel, for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same allegations or circumstances. Lincoln
Park will not be liable under the foregoing indemnification provision in respect
of any compromise or settlement of any action or proceeding made without its
consent, which consent shall not be unreasonably withheld.
(d) In the event Lincoln Park does not pay any indemnified loss
or make advance reimbursements of expenses in accordance with the terms of this
agreement, RP Financial shall have all remedies available at law or in equity to
enforce such obligation.
It is understood that, in connection with RP Financial's above-mentioned
engagement, RP Financial may also be engaged to act for Lincoln Park in one or
more additional capacities, and that the terms of the original engagement may be
incorporated by reference in one or more separate agreements. The provisions of
Paragraph 3 herein shall apply to the original engagement, any such additional
engagement, any modification of the original engagement or such additional
engagement and shall remain in full force and effect following the completion or
termination of RP Financial's engagement(s). This agreement constitutes the
entire understanding of Lincoln Park and RP Financial concerning the subject
matter addressed herein, and such contract shall be governed and
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MAY 4, 2004
PAGE 5
construed in accordance with the laws of the Commonwealth of Virginia. This
agreement may not be modified, supplemented or amended except by written
agreement executed by both parties.
Lincoln Park and RP Financial are not affiliated, and neither Lincoln
Park nor RP Financial has an economic interest in, or is held in common with,
the other and has not derived a significant portion of its gross revenues,
receipts or net income for any period from transactions with the other.
* * * * * * * * * * *
Please acknowledge your agreement to the foregoing by signing as
indicated below and returning to RP Financial a signed copy of this letter,
together with the initial retainer fee of $5,000.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Chief Executive Officer and
Managing Director
Agreed To and Accepted By: Xxxxxx Xxx /s/ Xxxxxx Xxx
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President and Chief Executive Officer
Upon Authorization by the Board of
Directors For: Lincoln Park Savings and Loan Association
Lincoln Park, New Jersey
Date Executed: May 6, 2004
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