EXHIBIT 99.2
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"), whereby Lincoln Park has engaged RP Financial
to prepare the regulatory business plan and financial projections to be adopted
by Lincoln Park's Board of Directors in conjunction with the concurrent
reorganization and minority stock offering. These services are described in
greater detail below.
DESCRIPTION OF PROPOSED SERVICES
RP Financial's business planning services will include the following
areas: (1) evaluating Lincoln Park's current financial and operating condition,
business strategies and anticipated strategies in the future; (2) analyzing and
quantifying the impact of business strategies, incorporating the use of net
offering proceeds both in the short and long term; (3) preparing detailed
financial projections on a quarterly basis for a period of at least three fiscal
years to reflect the impact of Board approved business strategies and use of
proceeds; (4) preparing the written business plan document which conforms with
applicable regulatory guidelines including a description of the use of proceeds
and how the convenience and needs of the community will be addressed; and (5)
preparing the detailed schedules of the capitalization of Lincoln Park and
mutual holding company and related cash flows.
Contents of the business plan will include: Executive Summary;
Description of Business; Marketing Plan; Management Plan; Records, Systems and
Controls; Financial Management Plan; Monitoring and Revising the Plan; and
Alternative Business Strategy.
RP Financial agrees to prepare the business plan and accompanying
financial projections in writing such that the business plan can be filed with
the appropriate regulatory agencies prior to filing the appropriate
applications.
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WASHINGTON HEADQUARTERS
Rosslyn Center Telephone: (000) 000-0000
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Fax No.: (000) 000-0000
Arlington, VA 22209 Toll-Free No.: (000) 000-0000
xxx.xxxxxxxxxxx.xxx E-Mail: xxxx@xxxxxxxxxxx.xxx
XX. XXXXXX XXX
MAY 4, 2004
PAGE 2
FEE STRUCTURE AND PAYMENT SCHEDULE
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Lincoln Park agrees to compensate RP Financial for preparation of the
business plan on a fixed fee basis of $5,000. Payment of the professional fees
shall be made upon delivery of the completed business plan. Lincoln Park also
agrees to reimburse RP Financial for those direct out-of-pocket expenses
necessary and incidental to providing the business planning services.
Reimbursable expenses will likely include shipping, telephone/facsimile
printing, computer and data services, and shall be paid to RP Financial as
incurred and billed
In the event Lincoln Park shall, for any reason, discontinue this
planning engagement prior to delivery of the completed business plan and payment
of the progress payment fee, 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 fixed fee
described above, plus reimbursable expenses incurred.
If during the course of the planning engagement, unforeseen events occur
so as to materially change the nature or the work content of the business
planning services described in this contract, the terms of said contract shall
be subject to renegotiation by Lincoln Park and RP Financial. Such unforeseen
events may include changes in regulatory requirements as it specifically relates
to Lincoln Park or potential transactions that will dramatically impact Lincoln
Park such as a pending acquisition or branch transaction.
* * * * * * * * * * *
Please acknowledge your agreement to the foregoing by signing as
indicated below and returning to RP Financial a signed copy of this letter.
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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