Exhibit 1.1
EXHIBIT 1.1
LETTER AGREEMENT REGARDING MARKETING AGENT
TRIDENT SECURITIES, INC.
0000 XXX XXXXX XXXX, XXXXX 000
XXXXXXX, XXXXX XXXXXXXX 00000
TELEPHONE (000) 000-0000
FACSIMILE (000) 000-0000
March 3, 1998
Board of Directors
First Independence Corporation
Myrtle & Sixth Streets
Post Office Drawer 947
Independence, Kansas 67301
RE: Merger/Conversion Stock Marketing Services
Gentlemen:
This letter sets forth the terms of the proposed engagement between
Trident Securities, Inc., Raleigh, North Carolina ("Trident") and First
Independence Corporation ("First Independence"), Independence, Kansas concerning
certain investment banking services in connection with the conversion of
Neodesha Savings and Loan Association, FSA ("Neodesha Savings") from the mutual
to the capital stock form of organization and the simultaneous acquisition of
Neodesha Savings by First Independence.
Trident is prepared to assist First Independence in connection with the
offering of its shares of common stock during the subscription and community
offering period as such terms are defined in Neodesha Savings= Plan of
Conversion. The specific terms of the services contemplated hereunder shall be
set forth in a Definitive Agreement between Trident and First Independence to be
executed on the date the Prospectus is declared effective by the appropriate
regulatory authorities. The price of the shares during the subscription and
community offering period will be the value established for Neodesha Savings by
an independent appraisal firm (the "Appraiser") at a price established by First
Independence=s Board of Directors, based upon an Appraiser=s Report as approved
by the appropriate regulatory authorities, provided such price is mutually
acceptable to Trident and First Independence.
In connection with the subscription and community offering, Trident
will act as financial advisor and exercise its best efforts to assist First
Independence in the sale of common stock during the subscription and community
offering period. Further, Trident will establish a stock information center at
Neodesha Savings and coordinate the activities in such center. Additionally,
Trident may enter into agreements with other National Association of Securities
Dealers, Inc. ("NASD") member firms to act as selected dealers, assisting in the
sale of the common stock. Trident and First Independence will determine the
selected dealers to assist First Independence during the community offering. At
the appropriate time, Trident will conduct an examination of the relevant
documents and records of First Independence and Neodesha Savings as Trident
deems necessary and appropriate. First Independence and Neodesha Savings will
make all documents, records and other information deemed necessary by Trident
and deemed to be reasonable by First Independence available upon request.
Board of Directors
March 3, 1998
Page 2
For its services hereunder, Trident will receive the following
compensation and reimbursement from First Independence:
1. A management fee in the amount of $85,000.
2. For stock sold by other NASD member firms under selected dealer=s
agreements, the commission shall not exceed a fee to be agreed
upon jointly by Trident and the Company to reflect market
requirements at the time of the stock allocation in a Syndicated
Community Offering.
3. The foregoing fees and commissions are to be payable to Trident
at Closing as defined in the Definitive Sales Agency Agreement to
be entered into between Trident and First Independence.
4. Trident shall be reimbursed for allocable expenses incurred by
them, including legal fees, whether or not the Agreement is
consummated. Trident's out-of-pocket expenses will not exceed
$12,500 and its legal fees will not exceed $35,000. Allocable
expenses will be billed on a monthly basis as incurred. First
Independence shall forward to Trident a check in the amount of
$10,000 as an advance payment to defray the allocable expenses of
Trident.
It is further understood that First Independence will pay all other
expenses of the conversion including, but not limited to its attorneys= fees,
National Association of Securities Dealers ("NASD") filing fees, fees relating
to any required auditing and accounting, filing and registration fees and fees
of either Trident=s attorneys or First Independence=s attorneys relating to any
required state securities law filings, telephone charges, air freight, rental
equipment, supplies, transfer agent charges and costs of printing all documents
necessary in connection with the foregoing.
For purposes of Trident=s obligation to file certain documents and to
make certain representations to the NASD in connection with the conversion,
First Independence will warrant on the date the Application for Conversion is
filed with the OTS that: (a) First Independence has not privately placed any
securities within the last 18 months; (b) there have been no material dealings
within the last 12 months between First Independence and any NASD member or any
person related to or associated with any such member; (c) none of the officers
of directors of First Independence are affiliated or associated with the NASD;
(d) except as contemplated by this engagement letter with Trident and any
agreements with Trident=s affiliates, First Independence has no agreements
outstanding with any other person relating to the provision of investment
banking or underwriting services; (e) First Independence has not granted Trident
a right of first refusal with respect to the underwriting of any future offering
of First Independence=s stock; and , (f) there has been no intermediary between
Trident and First Independence in connection with the public offering of First
Independence=s shares, and no person is being compensated in any manner for
providing such service.
Board of Directors
March 3, 1998
Page 3
This letter is merely a statement of intent and is not a binding legal
agreement except as to Paragraph (4) above with regard to the obligation to
reimburse Trident for allocable expenses to be incurred prior to the execution
of a Definitive Agreement. While Trident and First Independence agree in
principle to the contents hereof and propose to proceed promptly, and in good
faith, to work out the arrangements with respect to the proposed offering, any
legal obligation among Trident and First Independence shall be only as set forth
in a duly executed Definitive Agreement. Such Definitive Agreement shall be in
form and content satisfactory to Trident and First Independence, as well as
their counsel, and Trident=s obligations thereunder shall be subject to, among
other things, there being in Trident=s opinion no material adverse change in the
condition or obligations of First Independence and Neodesha Savings. In the
event that First Independence enters into an agreement to complete a
merger/conversion with another institution prior to the effective date of the
Prospectus, and where First Independence wishes to combine the offerings
involving Neodesha Savings with another institution, Trident will re-negotiate
this letter of intent to reflect the changed circumstances.
Please acknowledge your agreement to the foregoing by signing below and
returning to Trident one copy of this letter, along with the advance payment of
$10,000. This proposal is open for your acceptance for a period of thirty (30)
days from the date hereof.
Yours very truly
TRIDENT SECURITIES, INC.
By: /s/ R. Xxx Xxxxxxx, Xx.
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R. Xxx Xxxxxxx, Xx.
Managing Director
RLB/cs
First Independence Corporation
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Chief Executive Officer
Date: March 5, 1998
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