EXHIBIT 10.3
FORM OF
ORGANIZATION AGREEMENT
UNDER WHICH DEBT DESCRIBED IN PROSPECTUS
AS "BORROWINGS" WAS INCURRED
1. General. Each of the undersigned (collectively the
"Organizers"), in consideration of the commitments made by each of
the other Organizers, hereby agrees to become an Organizer and a
member of the Board of Directors of X.X. Investments, Inc., an
Indiana corporation (the "Company"). Each Organizer hereby agrees
to lend to the Company up to the maximum amount set forth beside
his name promptly upon call of the Company from time to time at any
time prior to December 31, 1997 (the "Loan Commitment"). The
Company is being organized for the express purposes of facilitating
the establishment of a new "de novo" commercial bank to service
Xxxxxxx County, Indiana and surrounding areas ("New Bank"). It is
anticipated that each of the Organizers shall be an incorporator of
the New Bank and shall also become a Director of the New Bank.
Each of the Organizers agrees to execute (in his capacity as an
incorporator or Director of the New Bank or the Company) the
necessary regulatory applications, registration statements, and
other documents that will be required in connection with the
organization of the Company and the New Bank (including the
required personal financial and biographical reports and
fingerprint cards) and in connection with the Company's planned
public stock offering (the "IPO"). Further, although the Company
is not at this time offering stock to the Organizers or the public,
the Company agrees that each Organizer will have the opportunity in
the IPO to purchase from the underwriters an amount of common
stock, at the public offering price, equal to at least the
principal amount that such Organizer has agreed to lend to the
Company in connection with its organization pursuant to this
Agreement.
2. Management of the Company. The Organizers hereby
unanimously consent as Directors of the Company (in lieu of holding
a meeting) that the affairs of the Company during its
organizational stage shall be managed by Xxxxxx X. Xxxxxxx, its
President, and Xxxxxxx X. Xxxxx, its Executive Vice President, who
are also Directors of the Company. Messrs. Xxxxxxx and Xxxxx are
hereby designated by the unanimous consent of the Organizers as the
Executive Committee of the Company's Board of Directors, which
Executive Committee is hereby authorized to exercise all the powers
and authority of the Board of Directors to the fullest extent
permissible under the Indiana Business Corporation Law ("IBCL").
The Executive Committee, within the limits established by the IBCL,
shall have full authority to manage the Company towards its goal of
establishing the New Bank including, but not limited to, the
authority:
(i) to engage legal counsel, independent accountants, and
other professional consultants, to act for and on behalf
of the Company and to engage an underwriter for the
proposed public offering of stock of the Company;
(ii) to hire employees on such terms and conditions as
they deem necessary or appropriate;
(iii) to make all such applications to the Federal
Deposit Insurance Corporation, the Indiana Department of
Financial Institutions, the Board of Governors of the
Federal Reserve System, and all such other regulatory
bodies, as may be required to facilitate the formation of
the New Bank as a subsidiary of the Company;
(iv) to make calls upon the Organizers for Loans in
accordance with this Agreement; and
(v) to take all such further action as may be necessary
or appropriate to facilitate the organization of the
Company and the New Bank and the making of the IPO.
Each of the Organizers (other than Messrs. Xxxxxxx and Xxxxx)
understands that he has no authority, as an individual, to act on
behalf of the Company or any of the other Organizers, or to bind
the Company in any way to third parties.
3. Terms of Loans; Loans Not Guaranteed or Insured. The
Company's obligations to each Organizer to repay amounts advanced
pursuant to the Loan Commitment ("Loans") shall be on open account
and shall not be evidenced by any note or separate document. The
unpaid principal balance of the Loans shall bear interest at the
national "prime rate" as quoted in The Wall Street Journal. The
principal and interest on the Loans shall be repaid to each
Organizer in a single installment on the date of closing of the
Company's planned IPO from the proceeds thereof, or (in the
unlikely event that the Company then has any assets to fund such
repayment) on December 31, 1997 if the IPO has not by then been
closed. Each Organizer understands that the amount of any Loans
made by him to the Company is risk capital that will be expended by
the Company during its development stage, and that the Loans are
unsecured corporate obligations that are not in any way guaranteed
by Messrs. Xxxxxxx or Xxxxx or anyone else, and are not obligations
of a bank and are not insured. In the event that the New Bank is
not organized or the IPO does not occur for any reason, each
Organizer will likely sustain a loss of all or substantially all
the principal amount of the Loans.
4. Representations by the Organizers. Each of the
Organizers represents to the Company and to each other that he has
sufficient experience and expertise in business and financial
matters to evaluate independently the merits and risks of an
investment in the Company and the New Bank, that he presently has
liquid assets sufficient to fund his Loan Commitment, and that he
is prepared to sustain a total loss of his investment. Each
Organizer agrees that his personal participation in the management
of the Company and the New Bank, and his personal commitment to be
a member of the Board of Directors of the Company and the New Bank,
are critical to the Company, and to the decision of each other
Organizer to join in this Agreement, and therefore that his
interest in the Company and his rights and obligations to extend
credit under the Loan Commitment, cannot be transferred or assigned
by him without the unanimous consent of all the other Organizers
and compliance with applicable law. Further, each Organizer
promises each other Organizer that, if he later determines that he
cannot (or will not) lend all or any part of his Loan Commitment in
accordance with his legal commitment to do so indicated on the
signature pages thereof, he shall notify the other Organizers
immediately.
5. Notices. Notices to the Company shall be addressed to
the President thereof at the following address:
Xxxxxx X. Xxxxxxx, President
X.X. Investments, Inc.
X.X. Xxx 000
Xxxxxxxx, Xxxxxxx 00000
Notices to the Organizers shall be sent to their addresses
indicated next to their signatures or to such other address as they
may specify by a notice sent to the Company and all other
Organizers.
6. Counterparts. This Organizers Agreement may be executed
in numerous counterparts (one with each individual Organizer).
Each of such counterparts shall be deemed an original and all such
counterparts together shall constitute one and the same instrument.
ORGANIZATION AGREEMENT
COUNTERPART SIGNATURE PAGE
This Organization Agreement has been executed and delivered to
X.X. Investments, Inc. (subject to acceptance or rejection by the
Company in its discretion) by the following Organizer on the date
set forth below. The Organizer by signing below commits to lend
funds upon call of the Company from time to time at any time prior
to December 31, 1997, up to the aggregate principal amount of the
Loan Commitment set forth opposite his name, and agrees that he
shall become a Director of the Company upon its acceptance hereof.
Dollar
Name, Address Amount of
and Taxpayer Identification Loan
Number of Organizer Commitment Date
_________________________ $____________ __________, 1997
(Signature)
_________________________
Printed Name
_________________________
_________________________
_________________________
Address
_________________________
Taxpayer Identification
Number
ACCEPTED this _______ day of
________, 1997.
X.X. INVESTMENTS, INC.
By___________________________________
Xxxxxx X. Xxxxxxx, President
3035\XXXXX\ORGAGR10.3
