FIRST AMENDMENT TO LETTER AGREEMENT DATED MAY 26,2009
EXHIBIT 99.8
FIRST AMENDMENT TO LETTER AGREEMENT DATED MAY 26,2009
This first amendment (the “Amendment”) to the letter agreement dated May 26, 2009 between
Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”) and OmniAmerican Bank (the “Bank”) with respect to the
provision of conversion agent services (the “Agreement”) is made effective the 29th
day of September, 2009.
W I T N E S S E T H:
WHEREAS, KBW and the Bank have entered into the Agreement, pursuant to which KBW is acting
as the Conversion Agent to the Bank in connection with the Bank’s proposed conversion from the
mutual to stock form of organization, including the offer and sale of common stock of a newly
organized holding company of the Bank; and
WHEREAS, KBW and the Bank have determined that it is in the best interest of the parties to
amend the Agreement in the manner set forth below; and
WHEREAS, KBW and the Bank intend that the Agreement shall remain in full force and effect,
except as specifically modified herein.
NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and
obligations of the parties, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. The paragraph of the Agreement entitled “Costs and Expenses:” is amended and restated in
its entirety to read as follows:
Costs and Expenses: In addition to any fees that may be payable to KBW
hereunder, the Bank agrees to reimburse KBW, upon request made from time to
time, for its reasonable out-of-pocket expenses incurred in connection with its
engagement hereunder, regardless of whether the Offering is consummated,
including coach class air travel, lodging, food, telephone, postage, listings,
forms and other similar expenses; provided, however, that KBW shall document
such expenses to the reasonable satisfaction of the Bank and such expenses shall
not exceed $10,000.
2. Except as expressly provided herein, the terms and conditions of the Agreement shall remain
in full force and effect and shall be binding on the parties hereto.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Amendment effective on the day and year
first written above.
| XXXXX, XXXXXXXX & XXXXX, INC.: |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Xxxxxxx X. Xxxxxx Managing Director |
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| OMNIAMERICAN BANK: |
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| By: | /s/ Xxx Xxxxxx | |||
| Xxx Xxxxxx | ||||
| President and Chief Executive Officer | ||||
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