FELDMAN FINANCIAL ADVISORS, INC.
Exhibit 99.6
XXXXXXX FINANCIAL ADVISORS, INC.
0000 XXXXXXXXXXX XXXXXX, XX, XXXXX 000
XXXXXXXXXX, XX 00000
(000) 000-0000 • FAX (000) 000-0000
XXXXXXXXXX, XX 00000
(000) 000-0000 • FAX (000) 000-0000
June 17, 2009
Confidential
Board of Directors
OmniAmerican Bank
0000 Xxxxx Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
OmniAmerican Bank
0000 Xxxxx Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
Members of the Board:
This letter agreement (“Agreement”) describes the terms under which Xxxxxxx Financial
Advisors, Inc. (“Xxxxxxx Financial”) will assist OmniAmerican Bank of Fort Worth, Texas
(“OmniAmerican”) with the business plan (“Business Plan”) to be submitted to regulatory authorities
in conjunction with OmniAmerican’s conversion from a mutual savings institution to a stock savings
institution, the concurrent stock offering by OmniAmerican’s holding company, and infusion of a
portion of the net offering proceeds as capital into OmniAmerican. The services that we will
provide and our fees for this proposal are explained in this Agreement.
Description of Engagement
Under OmniAmerican’s direction, we will prepare the narrative text to be submitted as part of
the Business Plan. We will compile demographic, economic, or geographic data needed for the
Business Plan. We also will provide the pro forma financial projections for the Business Plan.
Our preparation of the Business Plan will be based on information that OmniAmerican provides to us
regarding OmniAmerican’s strategic goals and objectives. 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.
OmniAmerican will be responsible for final approval of the Business Plan and other information
before submission to the applicable regulatory agency.
Fees and Expenses
Our professional fee for assisting with the development and submission of the Business Plan
will be $35,000, payable in two installments: (i) $10,000 retainer fee due upon acceptance and
execution of this Agreement; and (ii) $25,000 due upon delivery of the completed Business Plan to
be filed with the applicable regulatory agency.
XXXXXXX FINANCIAL ADVISORS, INC.
Board of Directors
OmniAmerican Bank
June 17, 2009
Page 2
OmniAmerican Bank
June 17, 2009
Page 2
If, after submission of the Business Plan, further services are required of Xxxxxxx Financial by
OmniAmerican with respect to responding to regulatory comments concerning the Business Plan,
Xxxxxxx Financial will perform such services at our hourly rates that correspond to the attached
fee schedule. The professional fee compensation for this supplemental work, if required, will be
capped at $5,000. In addition, we will invoice you for actual out-of-pocket expenses for data
purchases, document reproduction, express mail, courier service, travel, and other costs incurred
in connection with providing the professional consulting services under this Agreement. Total
out-of-pocket expenses will not exceed $1,000 without OmniAmerican’s prior approval.
Termination
OmniAmerican may terminate this Agreement at any time by providing notice of such termination
to Xxxxxxx Financial. The “Termination Date” shall be either: (i) the date oral notice of such
termination is provided to Xxxxxxx Financial, as long as written notice is received within three
business days thereafter, or (ii) if oral notice is not provided, the date Xxxxxxx Financial
receives the written notice of termination.
In the event of termination prior to submission of the Business Plan, OmniAmerican will pay
Xxxxxxx Financial for all time incurred in preparing the Business Plan through the Termination Date
at hourly rates that correspond with the aforementioned fee schedule. Such charges shall not
exceed $35,000. In addition, OmniAmerican will pay Xxxxxxx Financial for all expenses incurred
through the Termination Date.
Financial Information and Confidentiality
OmniAmerican will use its best efforts to assure Xxxxxxx Financial that OmniAmerican will
provide such information as Xxxxxxx Financial may reasonably request to prepare the Business Plan.
OmniAmerican acknowledges that in performing services hereunder, Xxxxxxx Financial will be relying
on the information furnished by OmniAmerican, and OmniAmerican further acknowledges that Xxxxxxx
Financial will not independently verify the accuracy and completeness of such information.
OmniAmerican agrees that the intended use of the Business Plan is only for submission with the
appropriate regulatory authorities and for other internal purposes. OmniAmerican will
not use the product of Xxxxxxx 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 Xxxxxxx Financial.
XXXXXXX FINANCIAL ADVISORS, INC.
Board of Directors
OmniAmerican Bank
June 17, 2009
Page 3
OmniAmerican Bank
June 17, 2009
Page 3
Xxxxxxx Financial agrees to hold in confidence all information OmniAmerican provides pursuant
to this Agreement, other than information, which is or becomes publicly available, unless such
disclosure is approved by OmniAmerican or otherwise required by law. In the event Xxxxxxx
Financial is required by law to disclose confidential information, it will provide OmniAmerican
prior notice of this fact. Similarly, OmniAmerican agrees to hold in confidence all information
provided by Xxxxxxx Financial pursuant to this Agreement, other than information that is or becomes
publicly available, unless such disclosure is approved by Xxxxxxx Financial or otherwise required
by law.
Sole Terms of Agreement
This Agreement embodies the sole terms of agreement between OmniAmerican and Xxxxxxx Financial
with respect to the engagement of Xxxxxxx Financial to prepare the Business Plan. This Agreement
can be modified only if such modification is stated in writing and signed by both OmniAmerican and
Xxxxxxx Financial.
***
To indicate your acceptance of this Agreement, please sign below and return one original of
this letter to me with a check for $10,000, such payment to be credited as the retainer fee.
Sincerely,
Xxxxxxx Financial Advisors, Inc.
Xxxxx X. Xxxxxxx
President
Xxxxx X. Xxxxxxx
President
Attachment
Agreed to and Accepted by:
OmniAmerican Bank
Name:
|
/s/ Xxx Xxxxxx | |||
Title: |
President | |||
Date: |
6-22-09 |