Exhibit 99.3
[LETTERHEAD OF RP FINANCIAL, L.C. APPEARS HERE]
May 28, 1997
Xx. Xxxxxxxx X. Xxxxx
Chairman, President and Chief Excecutive Officer
Timberland Savings Bank, SSB
000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Dear Xx. Xxxxx:
This letter sets forth the agreement between. Timberland Savings Bank SSB,
Hoquiam, Washington ("Timberland Savings" or the "Bank"), and RP Financial, L.C.
("RP Financial") for certain conversion appraisal services pertaining to the
Bank's mutual-to-stock conversion and simultaneous holding company formation.
The specific appraisal services to be rendered by RP Financial are described
below. These appraisal services will be rendered by a team of one to two senior
consultants on staff and will be directed by the undersigned.
Description of Conversion Appraisal Services
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Prior to preparing the valuation report, RP Financial will conduct a
financial due diligence, including on-site interviews of senior management and
reviews of financial and other documents and records, to gain insight into the
Bank's operations, financial condition, profitability, market area, risks and
various internal and external factors which impact the pro forma value of the
Bank. RP Financial will prepare a written detailed valuation report of
Timberland Savings which will be fully consistent with applicable regulatory
guidelines and standard pro forma valuation practices. The appraisal report will
include an in-depth analysis of the Bank's financial condition and operating
results, as well as an assessment of the Bank's interest rate risk, credit risk
and liquidity risk. The appraisal report will describe the Bank's business
strategies, market area, prospectus for the future and the intended use of
proceeds both in the short term and over the longer term. A peer group analysis
relative to publicly-traded savings institutions will be conducted for the
purpose of determining appropriate valuation adjustments relative to the group.
We will review pertinent sections of the prospectus to obtain necessary data and
information for the appraisal, including the impact of key deal elements on the
appraised value, such as dividend policy, use of proceeds and reinvestment rate,
tax rate, conversion expenses and characteristics of stock plans. The appraisal
report will establish a midpoint pro forma value as well as the range of value.
The appraisal report may be periodically updated throughout the conversion
process and there will be at least one updated valuation prepared at the time of
the closing of the stock offering.
RP Financial, LC.
Xx. Xxxxxxxx X. Xxxxx
May 28, 1997
Page 2
Timberland Savings at the above address in conjunction with the filing of
the regulatory application. Subsequent updates will be filed promptly as certain
events occur which would warrant the preparation and filing of such valuation
updates. Further, RP Financial agrees to perform such other services as are
necessary or required in connection with the regulatory review of the appraisal
and respond to the regulatory comments, if any, regarding the valuation
appraisal and subsequent updates.
Fee Structure and Payment Schedule
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Timberland Savings agrees to pay RP Financial a fixed fee of $20,000 for
these services, plus reimbursable expenses. Payment of these fees shall be made
according to the following schedule:
. $5,000 upon execution of the letter of agreement engaging RP
Financial's appraisal services;
. $12,500 upon delivery of the completed original appraisal report; and
. $2,500 upon completion of the conversion to cover all subsequent
valuation updates that may be required.
The Bank will reimburse RP Financial for out-of-pocket expenses incurred in
preparation of the valuation. Such out-of-pocket expenses will likely include
travel, printing, telephone, facsimile, shipping, computer and data services. RP
Financial will agree to limit reimbursable expenses to a reasonable cap, subject
to written authorization from the Bank to exceed such level.
In the event Timberland Savings shall, for any reason, discontinue the
proposed conversion prior to delivery of the completed documents set forth above
and payment of the respective progress payment fees, Timberland Savings agrees
to compensate RP Financial according to RP Financial's standard billing rates
for consulting services based on accumulated and verifiable time expenses, not
to exceed the respective fee caps noted above, after giving full credit to the
initial retainer fee. RP Financial's standard billing rates range from $75 per
hour for research associates to $250 per hour for managing directors.
If during the course of the proposed transaction, unforeseen events occur
so as to materially change the nature or the work content of the services
described in this contract, the terms of said contract shall be subject to
renegotiation by Timberland Savings and RP Financial. Such unforeseen events
shall include, but not be limited to, major changes in the conversion
regulations, appraisal guidelines or processing procedures as they relate to
conversion appraisals, major changes in management or procedures, operating
policies or philosophies, and excessive delays or suspension of processing of
conversion applications by the regulators such that completion of the conversion
transaction requires the preparation by RP Financial of a new appraisal or
financial projections.
RP Financial, LC.
Xx. Xxxxxxxx X. Xxxxx
May 28, 1997
Page 3
Representations and Warranties
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Timberland Savings and RP Financial agree to the following:
1. The Bank agrees to make available or to supply to RP Financial such
information with respect to its business and financial condition as RP Financial
may reasonably request in order to provide the aforesaid valuation. Such
information heretofore or hereafter supplied or made available to RP Financial
shall include: annual financial statements, periodic regulatory filings and
material agreements, debt instruments, off balance sheet assets or liabilities,
commitments and contingencies, unrealized gains or losses and corporate books
and records. All information provided by the Bank to RP Financial shall remain
strictly confidential (unless such information is otherwise made available to
the public), and if conversion is not consummated or the services of RP
Financial are terminated hereunder, RP Financial shall upon request promptly
return to the Bank the original and any copies of such information.
2. The Bank hereby represents and warrants to RP Financial that any
information provided to RP Financial does not and will not, to the best of the
Bank's knowledge, at the times it is provided to RP Financial, contain any
untrue statement of a material fact or fail to state a material fact necessary
to make the statements therein not false or misleading in light of the
circumstances under which they were made.
3. (a) The Bank agrees that it will indemnify and hold harmless RP
Financial, any affiliates of RP Financial, the respective directors, officers,
agents and employees of RP Financial or their successors and assigns who act for
or on behalf of RP Financial in connection with the services called for under
this agreement (hereinafter referred to as "RP Financial"), from and against any
and all losses, claims, damages and liabilities (including, but not limited to,
all losses and expenses in connection with claims under the federal securities
laws) attributable to (i) any untrue statement or alleged untrue statement of a
material fact contained in the financial statements or other information
furnished or otherwise provided by the Bank to RP Financial, either orally or in
writing; (ii) the omission or alleged omission of a material fact from the
financial statements or other information furnished or otherwise made available
by the Bank to RP Financial; or (iii) any action or omission to act by the Bank,
or the Bank's respective officers, directors, employees or agents which action
or omission is willful or negligent. The Bank will be under no obligation to
indemnify RP Financial hereunder if a court determines that RP Financial was
negligent or acted in bad faith with respect to any actions or omissions of RP
Financial related to a matter for which indemnification is sought hereunder. Any
time devoted by employees of RP Financial to situations for which
indemnification is provided hereunder, shall be an indemnifiable cost payable by
the Bank at the normal hourly professional rate chargeable by such employee.
(b) RP Financial shall give written notice to the Bank of such claim
or facts within thirty days of the assertion of any claim or discovery of
material facts upon which the RP Financial intends to base a claim for
indemnification hereunder. In the event the Bank elects, within seven days of
the receipt of the original notice thereof, to contest such claim by written
notice to RP Financial, RP
RP Financial, L.C.
Xx. Xxxxxxxx X. Xxxxx
May 28, 1997
Page 4
Financial will be entitled to be paid any amounts payable by the Bank hereunder,
together with interest on such costs from the date incurred at the annual rate
of prime plus two percent within five days after the final determination of such
contest either by written acknowledgement of the Bank or a final judgment of a
court of competent jurisdiction. If the Bank does not so elect, RP Financial
shall be paid promptly and in any event within thirty days after receipt by the
Bank of the notice of the claim.
(c) The Bank shall pay for or reimburse the reasonable expenses,
including attorneys' fees, incurred by RP Financial in advance of the final
disposition of any proceeding within thirty days of the receipt of such request
if RP Financial furnishes the Bank: (1) a written statement of RP Financial's
good faith belief that it is entitled to indemnification hereunder, and (2) a
written undertaking to repay the advance if it ultimately is determined in a
final adjudication of such proceeding that it or be is not entitled to such
indemnification.
(d) In the event the Bank does not pay any indemnified loss or make
advance reimbursements of expenses in accordance with the terms of this
agreement, RP Financial shall have all remedies available at law or in equity to
enforce such obligation.
It is understood that, in connection with RP Financial's above-mentioned
engagement, RP Financial may also be engaged to act for the Bank in one or more
additional capacities, and that the terms of the original engagement may be
embodied in one or more separate agreements. The provisions of Paragraph 3
herein shall apply to the original engagement, any such additional engagement,
any modification of the original engagement or such additional engagement and
shall remain in full force and effect following the completion or termination of
RP Financial's engagement(s). This agreement constitutes the entire
understanding of the Bank and RP Financial concerning the subject matter
addressed herein, and such contract shall be governed and construed in
accordance with the laws of the Commonwealth of Virginia. This agreement may not
be modified, supplemented or amended except by written agreement executed by
both parties.
Timberland Savings and RP Financial are not affiliated, and neither
Timberland Savings nor RP Financial has an economic interest in, or is held in
common with, the other and has not derived a significant portion of its gross
revenues, receipts or net income for any period from transactions with the
other.
RP Financial, LC.
Xx. Xxxxxxxx X. Xxxxx
May 28, 1997
Page 5
* * * * * * * * * * *
Please acknowledge your agreement to the foregoing by signing as indicated
below and returning to RP Financial a signed copy of this letter, together with
the initial retainer fee of $5,000.
Sincerely,
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
President and Managing Director
Agreed To and Accepted by: Xxxxxxxx X. Xxxxx Xxxxxxxx X. Xxxxx
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Chairman, President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Timberland Savings Bank, SSB
Hoquiam, Washington
Date Executed: 6/12/97
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