Exhibit 99.6
Exhibit F
XXXXXXXX X. XXXXXXX, ESQ.
Lanidex Executive Center
000 Xxxxx Xxxx
X. X. Xxx 0000
Xxxxxxxxxx, XX 00000
(000) 000-0000, X108
Fax (000) 000-0000
August 31, 2005
Xxxxxxx X. Xxxxxxxxxx, Esq.
Xxxxxxxxxx & Xxxxxxxxxx
00 Xxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Dear Xxxxxxx:
The following are the terms and conditions in reference to the
investment account for the purchase of publicly traded bank and thrift stocks.
This agreement supersedes all prior agreements:
1. A brokerage account will be opened at Bear Xxxxxxx Securities
Corp. in the name of Broad Park Investors, L.L.C.
2. The account will be a discretionary account with Xxxxx Xxxxxxx
having a revocable Power of Attorney to buy and sell stock in said
account, provided all funds deposited into the account are for Broad
Park Investors, L.L.C. and all stock purchased in the account is in the
name of Broad Park Investors, L.L.C.
3. Only shares of publicly traded bank and thrift stocks may be
purchased.
4. Broad Park Investors, L.L.C. shall have the right to terminate
the relationship on August 31, 2007 or in the event of a breach by
Xxxxx Xxxxxxx of this Agreement.
5. Upon such termination, my discretion shall be terminated
automatically.
6. My compensation shall be 1/4 of 1% of the value of the assets
in the account computed as of the last day of each calendar quarter,
but not to exceed $17,500 per quarter. An incentive fee will be paid me
equal to 20% of the net profits earned in the account as of the
termination date whether same shall be the two year anniversary date or
later if agreed to between the parties. 100% of all funds shall go to
Broad Park Investors, L.L.C. until 100% of the capital is returned, and
then the division shall be 80% to Broad Park Investors, L.L.C. and 20%
to Xxxxx Xxxxxxx.
7. Net profits shall be defined to be the amount earned in the
account.
8. I shall have the sole right to vote the shares in the account
until termination of my Power of Attorney.
9. In the event any portion of this agreement is not in
compliance with law, then Broad Park Investors, L.L.C. shall have the
sole right to terminate this letter, and an accounting shall be done
based upon the above quoted administrative fee and profit participation
to the date of the termination.
10. This Agreement shall be effective as of August 31, 2005.
Very truly yours,
/ss/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
XXXXXXXX X. XXXXXXX
AGREED AND ACCEPTED:
BROAD PARK INVESTORS, L.L.C.
/ss/ Xxxxxxx Xxxxxxxxxx
---------------------------------
By: Xxxxxxx Xxxxxxxxxx, Manager
FIRST AMENDMENT TO
OPERATING AGREEMENT
OF
BROAD PARK INVESTORS, L.L.C
This First Amendment to Operating Agreement dated as of August 31, 2005
by and among the parties who are Members in Broad Park Investors, L.L.C.
STATEMENT OF FACTS
By execution of that certain Operating Agreement (the
"Original Agreement") for Broad Park Investors L.L.C. (the
"LLC") dated December 17, 1997, the LLC was formed. The
Original Agreement is hereinafter referred to as the
"Agreement". The Members have agreed to amend the Agreement on
the terms and conditions set forth below.
NOW, THEREFORE, the parties hereto hereby agree as follows:
3. All terms used in this Amendment and not defined herein shall
be as defined in the Agreement.
4. The Management Term shall mean a term of two (2) years
commencing as of the date hereof.
5. A Member who shall have been a Member for at least eight full
Fiscal Quarters shall have the right, as of the end of any Fiscal Year,
or at other times at the discretion of the Manager to withdraw all or a
portion of the amount of his/her Capital Account, so long as the
Manager receives written notice of the intended withdrawal not less
than ninety (90) days prior to the withdrawal, stating the amount to be
withdrawn. In no event, however, shall a Member be permitted to
withdraw any amounts from his Capital Account in excess of the positive
balance of his Capital Account. If the amount of a Member's withdrawal
represents less than seventy-five percent (75%) of the Member's Capital
Account, the Member will receive the proceeds of the withdrawal within
thirty (30) days after the date of withdrawal. If the amount of a
Member's withdrawal represents seventy-five percent (75%) or more of
the Member's Capital Account, the Member will receive seventy-five
percent (75%) of his Capital Account within thirty (30) days after the
date of withdrawal and the remainder of the amount withdrawn within ten
(10) days after the Partnership has received the quarterly financial
statements from its independent certified public accountants. If a
Member requests withdrawal of capital, which would reduce his/her
Capital Account below the amount of his/her initial Capital
Contribution, the Manager may treat such request as a request for
withdrawal of all such Member's Capital Account. The distribution of
any amount withdrawn by a Member may take the form of cash and/or
marketable securities as determined by the Investment Manager in his
sole discretion. A Member who requests a withdrawal shall be subject to
a charge determined by the Manager in his sole discretion, to cover the
costs related to such transaction.
IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment as of the day and year first above written.
/ss/ Xxxxx Xxxxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxxxx, Manager
/ss/ Xxxxxxx Xxxxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxxxx, Manager;
Trustee for "The Xxxxx Xxxxxxxxxx
1998 Grandchildren Trust", Member
/ss/ Xxxxxx Xxxxxx
-----------------------------------
Xxxxxx Xxxxxx, Trustee for
"The Xxxxx Xxxxxxxxxx 1998
Grandchildren Trust", Member
The undersigned, as Investment Manager, is executing this
First Amendment to evidence its acknowledgment and agreement to the
terms and conditions set forth above.
/ss/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxxx
XXXXXXXX X. XXXXXXX, ESQ.
Lanidex Executive Center
000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
(000) 000-0000
Fax (000) 000-0000
April 19, 2006
Xxxxxxx X. Xxxxxxxxxx, Esq.
Xxxxxxxxxx & Xxxxxxxxxx
00 Xxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Dear Xxxxxxx:
As agreed, the management fee limit contained in paragraph number six
(6) of the Letter Agreement is hereby deleted and the paragraph shall now read
as follows:
6. My compensation shall be 1/4 of 1% of the value of the assets
in the account computed as of the last day of each calendar quarter. An
incentive fee will be paid me equal to 20% of the net profits earned in
the account as of the termination date whether same shall be the two
year anniversary date or later if agreed to between the parties. 100%
of all funds shall go to Broad Park Investors, L.L.C. until 100% of the
capital is returned, and then the division shall be 80% to Broad Park
Investors, L.L.C. and 20% to Xxxxx Xxxxxxx.
Very truly yours,
/ss/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
XXXXXXXX X. XXXXXXX
AGREED AND ACCEPTED:
BROAD PARK INVESTORS, L.L.C.
/ss/ Xxxxxxx Xxxxxxxxxx
---------------------------------
By: Xxxxxxx Xxxxxxxxxx, Manager
