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EXHIBIT 10.4
[X. XXXXXXX XXXXXXX & ASSOCIATES, INC. LETTERHEAD]
January 20, 1998
Xx. Xxxxxxx X. Xxxxxx, Xx.
President & CEO
Florida Banks, Inc.
Southpoint Square II, Suite 000
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxx:
Thank you for the opportunity to present this proposal to provide consulting
services to Florida Banks, Inc., Jacksonville, Florida (the "Company"). This
contract outlines the services that X. Xxxxxxx Xxxxxxx & Associates, Inc.
("TSJ&A") will provide concerning the formation and organization of the Company,
the Company's capital formation, and its proposed purchase and/or merger with
First National Bank of Tampa, Tampa, Florida, (the "Bank").
1. TSJ&A will perform a financial analysis of the target
institution and make recommendations regarding appropriate
purchase price. The analysis will consider prices paid in
similar transactions, currency values, ownership dilution,
earnings dilution and synergies that may be expected from
the combined institutions.
2. TSJ&A will make introductions, arrange meetings and attend
meetings with both parties involved in the potential
transaction.
3. TSJ&A may assist Company in negotiating the purchase of the
target bank.
4. TSJ&A will assist Company in the preparation of the Letter
of Intent for the purchase.
5. TSJ&A will orchestra the formation and incorporation of the
Company.
6. TSJ&A will assist in the efforts to identify and provide
funds for the organizational expenses of the Company.
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Xx. Xxxxxx
January 20, 1998
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7. TSJ&A will assist in identifying and negoiating the
relationship to be established with an investment banking
firm which will have the ability to raise capital ranging
from $40 to $50 million.
8. TSJ&A will assist in the recruitment of directors and
executive management for the Company and the Bank.
9. TSJ&A will develop and prepare the strategies and business
plan for the Company and Bank which will include the
financial projections and assumptions for the Company's and
Bank's first 3 to 5 years of operations. This analysis will
include growth of the Bank into 5 markets within the state
of Florida and the financial model of each bank and the
analysis of capital needs.
10. TSJ&A will assist legal counsel, accountants, and
underwriters in the preparation of all securities documents
to be filed with the Securities and Exchange Commission.
11. TSJ&A will orchestrate, prepare and file the Bank Holding
Company Application with the Federal Reserve Bank of
Atlanta for approval of the holding company formation and
the acquisition of the Bank. In addition, TSJ&A will assist
in the preparation and filings of the interim charter
application and branch application required by the Office
of the Comptroller of the Currency.
12. TSJ&A will assist in the analysis and identification of
bank sites in the proposed markets which the Bank will
expand and/or locate within.
The above outlined consulting services will be provided for a fee of $15,000 per
month for a period of 6 months. The first payment of $15,000 will be due upon
execution of this contract and the following monthly payments due on the first
of each month beginning February 1, 1998 and ending on June 1, 1998. In addition
to the above fees, TSJ&A will be reimbursed for out-of-pocket expenses on a
monthly basis. Documented out-of-pocket expenses will include travel, long
distance telephone calls, Xerox charges, overnight delivery, facsimile, etc.
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Xx. Xxxxxx
January 20, 1998
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In addition to the consulting fees paid to TSJ&A, in the event that Company
purchases the Bank, TSJ&A will be paid a success fee of 1% of the total purchase
price of the Bank acquired. The success fee will be calculated based on the
total purchase price as defined in the Definitive Agreement and will be due on
the date of consummation.
This contract can be terminated at any time during the engagement period by
either party upon ten days written notice, provided that all fees and expenses
incurred before the effective date of termination have been paid in full. In
addition, if the Company purchases the target institution within one year after
due diligence was performed, the success fee will be payable in full.
You acknowledge that TSJ&A regularly engages in the business of providing
consulting services to financial institutions, including those that are
operational as well as those that are in the formation stage. Except as noted
above, you acknowledge and agree that this engagement does not limit our
continuing to provide consulting services to those institutions nor are we
precluded from seeking and accepting consulting opportunities of other financial
institutions. We acknowledge that this engagement includes our responsibility
not to disclose your confidential information to our other clients.
Should you find the terms of this engagement acceptable, please return a signed
and dated copy of this letter to me.
Sincerely,
/s/ Xxxxx X. XxXxx
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Xxxxx X. XxXxx
Senior Vice President
X. Xxxxxxx Xxxxxxx & Associates
Agreed and Accepted:
/s/ Xxxxxxx X. Xxxxxx, Xx. 1/20/98
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Signature Date
