Feldman Financial Advisors
EXHIBIT 99.2
▇▇▇▇▇▇▇ Financial Advisors
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
Washington, D.C. 20006
February 14, 2006
Confidential
Board of Directors
Oritani Savings Bank
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Washington Township, New Jersey 07676
Members of the Board:
This letter agreement (“Agreement”) describes the terms under which ▇▇▇▇▇▇▇ Financial Advisors, Inc. (“▇▇▇▇▇▇▇ Financial”) will assist Oritani Savings Bank (“Oritani”) with the business plan (“Business Plan”) to be submitted to regulators in conjunction with ▇▇▇▇▇▇▇’s minority stock offering. The services we will provide and our fees for this proposal are explained in this Agreement.
Description of Engagement
Under ▇▇▇▇▇▇▇’s direction, we will prepare the text to be submitted in support of the Business Plan. We will prepare demographic, economic, or geographic data needed for the Business Plan. The Business Plan that we will provide will include the text and other information as required. We also will provide the financial projections and other financial information for the Business Plan. Our preparation of the Business Plan will be based on information Oritani provides to us regarding ▇▇▇▇▇▇▇’s future business. After submission of the Business Plan and, as part of our services under this Agreement, we will be available to provide additional services in relation to the Business Plan, including assisting with preparation of your responses to questions or comments from the regulators while the regulators evaluate the Business Plan. ▇▇▇▇▇▇▇ will be responsible for final approval of the Business Plan and other information before submission to applicable regulators.
Fees and Expenses
Our professional fee for assisting with the development and submission of the Business Plan will be $20,000 and payable in three installments: (i) $5,000 retainer fee due upon acceptance and execution of this Agreement; (ii) $11,500 due upon filing the Business Plan with the applicable regulators; and (iii) $3,500 due upon Oritani’s satisfaction with the completed document. If, after submission of the Business Plan, further services are required of ▇▇▇▇▇▇▇ Financial by Oritani with respect to the Business Plan, ▇▇▇▇▇▇▇ Financial will perform such services at our
Board of Directors
Oritani Savings Bank
February 14, 2006
Page 2
hourly rates that correspond to the attached fee schedule. This work, if required, will be capped at $5,000.00. In addition, we will invoice you for actual out-of-pocket expenses for data purchases, copying, express mail, travel, and other costs incurred in connection with providing the professional consulting services under this Agreement. Out-of-pocket expenses will not exceed $1,500 without Oritani’s prior approval.
Termination
Oritani may terminate this Agreement at any time by providing notice of such termination to ▇▇▇▇▇▇▇ Financial. The “Termination Date” shall be either: (i) the date oral notice of such termination is provided to ▇▇▇▇▇▇▇ Financial, as long as written notice is received within three business days thereafter, or (ii) if oral notice is not provided, the date ▇▇▇▇▇▇▇ Financial receives the written notice of termination.
In the event of termination prior to submission of the Business Plan, ▇▇▇▇▇▇▇ will pay ▇▇▇▇▇▇▇ Financial for all time incurred in preparing the Business Plan through the Termination Date at an hourly rate that corresponds with the aforementioned fee schedule. Such charges shall not exceed $20,000.00. In addition, ▇▇▇▇▇▇▇ will pay ▇▇▇▇▇▇▇ Financial for all expenses incurred through the Termination Date.
Financial Information and Confidentiality
Oritani will use its best efforts to assure ▇▇▇▇▇▇▇ Financial that Oritani will provide such information as ▇▇▇▇▇▇▇ Financial may reasonably request to prepare the Business Plan. ▇▇▇▇▇▇▇ acknowledges that in performing services hereunder, ▇▇▇▇▇▇▇ Financial will be relying on the information furnished by ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ further acknowledges that ▇▇▇▇▇▇▇ Financial will not independently verify the accuracy and completeness of such information.
▇▇▇▇▇▇▇ agrees that the intended use of the Business Plan is only for submission with the appropriate regulatory authorities and for other internal purposes. Oritani will not use the product of ▇▇▇▇▇▇▇ Financial’s services under this Agreement in any other manner, including references within a proxy statement or offering circular, without the express written consent of ▇▇▇▇▇▇▇ Financial.
▇▇▇▇▇▇▇ Financial agrees to hold in confidence all information ▇▇▇▇▇▇▇ provides pursuant to this Agreement, other than information which is or becomes publicly available, unless such disclosure is approved by Oritani or otherwise required by law. Similarly, ▇▇▇▇▇▇▇ agrees to hold in confidence all information provided by ▇▇▇▇▇▇▇ Financial pursuant to this Agreement, other than information that is or
Board of Directors
Oritani Savings Bank
February 14, 2006
Page 3
becomes publicly available, unless such disclosure is approved by ▇▇▇▇▇▇▇ Financial or otherwise required by law.
Sole Terms of Agreement
This Agreement embodies the sole terms of agreement between Oritani and ▇▇▇▇▇▇▇ Financial with respect to the engagement of ▇▇▇▇▇▇▇ Financial to prepare the Business Plan. This Agreement can be modified only if such modification is stated in writing and signed by both ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Financial.
To indicate your acceptance of the terms in this Agreement, please sign below and return one original of this letter to me with a check for $5,000, such payment to be credited as the retainer fee.
| Sincerely, |
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| President |
Attachment
AGREED AND ACCEPTED BY:
ORITANI SAVINGS BANK
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. | |
| Title: | Chief Financial Officer | |
| Date: | March 10, 2006 |