RP FINANCIAL, LC
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Financial Services Industry Consultants
August 7, 2001
Xx. Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Allied Pilots Association Federal Credit Union
000 Xxxxxx Xxxxxxxxx, Xxxxx 000 X
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxx:
This letter sets forth the agreement between Allied First Bank, sb,
Naperville, Illinois ("Allied First" or the "Bank"), and RP Financial, LC. ("RP
Financial") for the independent appraisal services pertaining to the proposed
mutual-to-stock conversion of Allied First. It is our understanding that Allied
First will become the successor organization to Allied Pilots Association
Federal Credit Union upon its conversion to a mutual savings bank charter as of
September 1, 2001.
DESCRIPTION OF CONVERSION APPRAISAL SERVICES
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 Allied
First that 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, prospects 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 applications and offering documents 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 conclude with a
midpoint pro forma value which will establish 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 agrees to deliver the valuation appraisal and subsequent
updates, in writing, to Allied First 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
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XXXXXX 7, 2001
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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
Allied Pilots agrees to pay RP Financial a fixed fee of $25,000 for
these appraisal services, plus reimbursable expenses. Payment of these fees
shall be made according to the following schedule:
o $5,000 upon execution of the letter of agreement engaging RP
Financial's appraisal services;
o $17,500 upon delivery of the completed original appraisal report;
and
o $2,500 upon completion of the stock offering to cover all
subsequent valuation updates that may be required, provided that
the transaction is not delayed for reasons described below.
Allied First 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.
In the event Allied First 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, Allied First 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 Allied First and RP Financial. Such unforeseen events shall
include, but not be limited to, major changes in the application regulations
governing the transaction or appraisal guidelines, major changes in management
or procedures, operating policies or philosophies, and excessive delays or
suspension of processing of the regulatory applications or the stock offering
materials such that completion of the transaction requires the preparation of a
new appraisal by RP Financial .
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PAGE 1
REPRESENTATIONS AND WARRANTIES
Allied First and RP Financial agree to the following:
1. Allied First 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 Allied First to RP
Financial shall remain strictly confidential (unless such information is
otherwise made available to the public), and if the conversion are not
consummated or the services of RP Financial are terminated hereunder, RP
Financial shall upon request promptly return to Allied First the original and
any copies of such information.
2. Allied First hereby represents and warrants to RP Financial that
any information provided to RP Financial does not and will not, to the best of
Allied First'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) Allied First 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 Allied First 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 Allied First to RP Financial; or (iii) any action or omission
to act by Allied First, or Allied First's respective officers, Directors,
employees or agents which action or omission is willful or negligent. Allied
First 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 Allied First at the normal hourly
professional rate chargeable by such employee.
(b) RP Financial shall give written notice to Allied First
of such claim or facts within thirty days of the assertion of any claim or
discovery of material facts upon which RP Financial intends to base a claim for
indemnification hereunder. In the event Allied First elects, within ten business
days of the receipt of the original notice thereof, to contest such claim by
written
notice to RP Financial, RP Financial will be entitled to be paid any amounts
payable by Allied First hereunder within five days after the final determination
of such contest either by written acknowledgement of Allied First or a final
judgment (including all appeals therefrom) of a court of competent jurisdiction.
If Allied First does not so elect, RP Financial shall be paid promptly and in
any event within thirty days after receipt by Allied First of the notice of the
claim.
(c) Allied First 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 Allied First: (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 he is not
entitled to such indemnification. Allied First may assume the defense of any
claim (as to which notice is given in accordance with 3(b)) with counsel
reasonably satisfactory to RP Financial, and after notice from Allied First to
RP Financial of its election to assume the defense thereof, Allied First will
not be liable to RP Financial for any legal or other expenses subsequently
incurred by RP Financial (other than reasonable costs of investigation and
assistance in discovery and document production matters). Notwithstanding the
foregoing, RP Financial shall have the right to employ their own counsel in any
action or proceeding if RP Financial shall have concluded that a conflict of
interest exists between Allied First and RP Financial which would materially
impact the effective representation of RP Financial. In the event that RP
Financial concludes that a conflict of interest exists, RP Financial shall have
the right to select counsel reasonably satisfactory to Allied First which will
represent RP Financial in any such action or proceeding and Allied First shall
reimburse RP Financial for the reasonable legal fees and expenses of such
counsel and other expenses reasonably incurred by RP Financial. In no event
shall Allied First be liable for the fees and expenses of more than one counsel,
separate from its own counsel, for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same allegations or circumstances. Allied First
will not be liable under the foregoing indemnification provision in respect of
any compromise or settlement of any action or proceeding made without its
consent, which consent shall not be unreasonably withheld.
(d) In the event Allied First 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 Allied
First in one or more additional capacities, and that the terms of the original
engagement may be incorporated by reference 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 Allied Pilots 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.
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Allied First and RP Financial are not affiliated, and neither Allied
First 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.
* * * * * * * * * * *
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,
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Senior Vice President
Agreed To and Accepted By:
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Allied First Savings Bank, Naperville, Illinois
Date Executed: August 8, 2001
