EXHIBIT 1.1
Quitman Bancorp, Inc.
Common Stock
425,000 to 661,250 Shares
$10.00 Per Share
SALES AGENCY AGREEMENT
----------------------
Trident Securities, Inc.
4601 Six Forks Road, Suite 400
Raleigh, North Carolina 27609
Dear Sirs:
Quitman Bancorp, Inc., a Georgia-chartered corporation (the "Company"),
and Quitman Federal Savings Bank, a federally chartered and insured mutual
savings association (the "Bank"), hereby confirm, as of February ___, 1998,
their respective agreements with Trident Securities, Inc. ("Trident"), a
broker-dealer registered with the Securities and Exchange Commission
("Commission") and a member of the National Association of Securities Dealers,
Inc. ("NASD"), as follows:
1. Introductory. The Bank intends to convert from a federally chartered
mutual savings association to a federally chartered stock savings association as
a wholly owned subsidiary of the Company (together with the Offerings, as
defined below, the issuance of shares of common stock of the Bank to the Company
and the incorporation of the Company, the "Conversion") pursuant to a plan of
conversion adopted on October 14, 1997 (as amended, if amended, the "Plan"). In
accordance with the Plan, the Company is offering shares of its common stock
(the "Shares" and the "Common Stock"), pursuant to nontransferable subscription
rights in a subscription offering (the "Subscription Offering") to certain
depositors and borrowers of the Bank and to the Bank's tax-qualified employee
benefit plans (i.e., the Bank's Employee Stock Ownership Plan (the "ESOP")).
Shares of the Common Stock not sold in the Subscription Offering may be offered
to the general public in a community offering, with preference given to natural
persons residing in Brooks County, Georgia (the "Community Offering"), subject
to the right of the Company and the Bank, in their absolute discretion, to
reject orders in the Community Offering in whole or in part. Shares not sold in
the Subscription Offering or otherwise in the Community Offering may be offered
to certain members of the general public as part of the Community Offering by a
group of broker-dealers (the "Syndicated Community Offering") (the Subscription
Offering and, if any, the Community and Syndicated Community Offerings are
sometimes referred to collectively as the "Offerings"). In the Offerings, the
Company is offering between 425,000 and 575,000 Shares, with the possibility of
offering up to 661,250 Shares without a resolicitation of subscribers, as
contemplated by Part 563b
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of Title 12 of the Code of Federal Regulations. With the exception of the ESOP,
no person (or persons through a single account) may purchase in the Offerings
more than 6,000 Shares; no person, together with associates of and persons
acting in concert with such person, may purchase in the Offerings more than
10,000 Shares.
The Company and the Bank have been advised by Trident that it will
utilize its best efforts in assisting the Company and the Bank with the sale of
the Shares in the Offerings, including any Syndicated Community Offering. Prior
to the execution of this Agreement, the Company has delivered to Trident a
prospectus dated as of the date hereof and all supplements thereto to be used in
the Offerings. Such prospectus contains information with respect to the Company,
the Bank and the Shares.
2. Representations and Warranties.
(a) The Company and the Bank jointly and severally represent
and warrant to Trident that:
(i) The Company has filed with the Commission a
registration statement, including exhibits and an amendment or
amendments thereto, on Form SB-2 (No. 333-_____), including a
prospectus relating to the Offerings, for the registration of
the Shares under the Securities Act of 1933, as amended (the
"Act"); and such registration statement has become effective
under the Act and no stop order has been issued with respect
thereto and no proceedings therefor have been initiated or, to
the Company's best knowledge, threatened by the Commission.
Except as the context may otherwise require, such registration
statement, as amended or supplemented, on file with the
Commission at the time the registration statement became
effective, including the prospectus, financial statements,
schedules, exhibits and all other documents filed as part
thereof, as amended and supplemented, is herein called the
"Registration Statement," and the prospectus, as amended or
supplemented, on file with the Commission at the time the
Registration Statement became effective is herein called the
"Prospectus," except that if the prospectus filed by the
Company with the Commission pursuant to Rule 424(b) of the
general rules and regulations of the Commission under the Act
(together with the enforceable published policies and actions
of the Commission thereunder, the "SEC Regulations") differs
from the form of prospectus on file at the time the
Registration Statement became effective, the term "Prospectus"
shall refer to the Rule 424(b) prospectus from and after the
time it is filed with or mailed for filing to the Commission
and shall include any amendments or supplements thereto from
and after their dates of effectiveness or use, respectively.
If any Shares remain unsubscribed following completion of the
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Subscription Offering and, if any, the Community Offering, the
Company (i) will promptly file with the Commission a
post-effective amendment to such Registration Statement
relating to the results of the Subscription Offering and, if
any, the Community Offering, any additional information with
respect to the proposed plan of distribution and any revised
pricing information or (ii) if no such post-effective
amendment is required, will file with, or mail for filing to,
the Commission a prospectus or prospectus supplement
containing information relating to the results of the
Subscription Offering and, if any, the Community Offering and
pricing information pursuant to Rule 424(c) of the
Regulations, in either case in a form reasonably acceptable to
the Company and Trident.
(ii) The Bank has filed an Application for Approval
of Conversion on Form AC, including exhibits (as amended or
supplemented, the "Form AC" and together with the Form
H-(e)1-S referred to below, the "Conversion Application") with
the Office of Thrift Supervision (the "Office") under the Home
Owners' Loan Act, as amended (the "HOLA") and the enforceable
rules and regulations, including published policies and
actions, of the Office thereunder (the "OTS Regulations"),
which has been approved by the Office; and the Prospectus and
the proxy statement for the solicitation of proxies from
members for the special meeting to approve the Plan (the
"Proxy Statement") included as part of the Form AC have been
approved for use by the Office. No order has been issued by
the Office preventing or suspending the use of the Prospectus
or the Proxy Statement; and no action by or before the Office
revoking such approvals is pending or, to the Bank's best
knowledge, threatened. The Company has filed with the Office
the Company's application on Form H-(e)1-S promulgated under
the savings and loan holding company provisions of the HOLA
and the OTS Regulations and has received approval of its
acquisition of the Bank from the Office.
(iii) At the date of the Prospectus and at all times
subsequent thereto through and including the Closing Date (i)
the Registration Statement and the Prospectus (as amended or
supplemented, if amended or supplemented) complied with the
Act and the Regulations, (ii) the Registration Statement (as
amended or supplemented, if amended or supplemented) did not
contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
(iii) the Prospectus (as amended or supplemented, if amended
or supplemented) did not contain any untrue statement of a
material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading. Representations or warranties in this subsection
shall not apply to statements or omissions made in reliance
upon and in
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conformity with written information furnished to the Company
or the Bank relating to Trident by or on behalf of Trident
expressly for use in the Registration Statement or Prospectus.
(iv) The Company has been duly organized as a Georgia
corporation, and the Bank has been duly organized as a mutual
savings association under the laws of the United States, and
each of them is validly existing and in good standing under
the laws of the jurisdiction of its organization with full
power and authority to own its property and conduct its
business as described in the Registration Statement and
Prospectus; the Bank is a member in good standing of the
Federal Home Loan Bank of Atlanta; and the deposit accounts of
the Bank are insured by the Savings Association Insurance Fund
("SAIF") administered by the Federal Deposit Insurance
Corporation ("FDIC") up to the applicable legal limits. Each
of the Company and the Bank is not required to be qualified to
do business as a foreign corporation in any jurisdiction where
non-qualification would have a material adverse effect on the
Company and the Bank, taken as a whole. The Bank does not own
equity securities of or an equity interest in any business
enterprise except as described in the Prospectus. Upon
amendment of the Bank's charter and bylaws as provided in the
rules and regulations of the Office and completion of the sale
by the Company of the Shares as contemplated by the
Prospectus, (i) the Bank will be converted pursuant to the
Plan to a federally chartered capital stock savings
association with full power and authority to own its property
and conduct its business as described in the Prospectus, (ii)
all of the authorized and outstanding capital stock of the
Bank will be owned of record and beneficially by the Company,
and (iii) the Company will have no direct subsidiaries other
than the Bank.
(v) The Bank has good, marketable and insurable title
to all assets material to its business and to those assets
described in the Prospectus as owned by it, free and clear of
all material liens, charges, encumbrances or restrictions,
except for liens for taxes not yet due, except as described in
the Prospectus and except as could not in the aggregate have a
material adverse effect upon the operations or financial
condition of the Bank; and all of the leases and subleases
material to the operations or financial condition of the Bank,
under which it holds properties, including those described in
the Prospectus, are in full force and effect as described
therein.
(vi) The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have
been duly and validly authorized by all necessary actions on
the part of each of the Company and the Bank, and this
Agreement is a valid and binding obligation with valid
execution and delivery of
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each of the Company and the Bank, enforceable in accordance
with its terms (except as the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, reorganization
or similar laws relating to or affecting the enforcement of
creditors' rights generally or the rights of creditors of
savings and loan holding companies the accounts of whose
subsidiaries are insured by the FDIC or by general equity
principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law, and except to
the extent that the provisions of Sections 8 and 9 hereof may
be unenforceable as against public policy or pursuant to
Section 23A of the Federal Reserve Act, 12 U.S.C. Section 371c
("Section 23A")).
(vii) There is no litigation or governmental
proceeding pending or, to the best knowledge of the Company or
the Bank, threatened against or involving the Company, the
Bank or any of their respective assets which individually or
in the aggregate would reasonably be expected to have a
material adverse effect on the condition (financial or
otherwise), results of operations and business, including the
assets and properties, of the Company and the Bank, taken as a
whole.
(viii) The Company and the Bank have received the
opinions of Malizia, Spidi, Sloane & Fisch, P.C. with respect
to federal tax consequences of the Conversion, and of Stewart,
Fowler & Stalvey, P.C., with respect to Georgia tax
consequences of the Conversion, to the effect that the
Conversion will constitute a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and will not be a
taxable transaction for the Bank or the Company under the laws
of Georgia, and the facts relied upon in such opinions are
accurate and complete.
(ix) Each of the Company and the Bank has all such
corporate power, authority, authorizations, approvals and
orders as may be required to enter into this Agreement and to
carry out the provisions and conditions hereof, subject to the
limitations set forth herein and subject to the satisfaction
of certain conditions imposed by the Office in connection with
its approvals of the Form AC and the Application H-(e)1-S, and
except as may be required under the securities laws of various
jurisdictions, and in the case of the Company, as of the
Closing Date, will have such approvals and orders to issue and
sell the Shares to be sold by the Company as provided herein,
and in the case of the Bank, as of the Closing Date, will have
such approvals and orders to issue and sell the Shares of its
Common Stock to be sold to the Company as provided in the
Plan, subject to the issuance of amended charter in the form
required for federally chartered stock savings associations
(the "Stock Charter"), the form of which Stock Charter has
been approved by the Office.
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(x) Neither the Company nor the Bank is in violation
of any rule or regulation of the Office or the FDIC that could
reasonably be expected to result in any enforcement action
against the Company, the Bank or their officers or directors
that might have a material adverse effect on the condition
(financial or otherwise), operations, businesses, assets or
properties of the Company and the Bank, taken as a whole.
(xi) The financial statements and any related notes
or schedules which are included in the Registration Statement
and the Prospectus fairly present the financial condition,
income, retained earnings and cash flows of the Bank at the
respective dates thereof and for the respective periods
covered thereby and comply as to form with the applicable
accounting requirements of the SEC and OTS Regulations. Such
financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved, except as set forth therein,
and such financial statements are consistent with financial
statements and other reports filed by the Bank with
supervisory and regulatory authorities except as such
generally accepted accounting principles may otherwise
require. The tables in the Prospectus accurately present the
information purported to be shown thereby at the respective
dates thereof and for the respective periods therein.
(xii) There has been no material change in the
condition (financial or otherwise), results of operations or
business, including assets and properties, of the Company and
the Bank, taken as a whole, since the latest date as of which
such condition is set forth in the Prospectus, except as set
forth therein; and the capitalization, assets, properties and
business of each of the Company and the Bank conform to the
descriptions thereof contained in the Prospectus. None of the
Company or the Bank has any material liabilities of any kind,
contingent or otherwise, except as set forth in the
Prospectus.
(xiii) There has been no breach or default (or the
occurrence of any event which, with notice or lapse of time or
both, would constitute a default) under, or creation or
imposition of any lien, charge or other encumbrance upon any
of the properties or assets of the Company or the Bank
pursuant to any of the terms, provisions or conditions of, any
agreement, contract, indenture, bond, debenture, note,
instrument or obligation to which the Company or the Bank is a
party or by which any of them or any of their respective
assets or properties may be bound or is subject, or violation
of any governmental license or permit or any enforceable
published law, administrative regulation or order or court
order, writ, injunction or decree, which breach, default,
encumbrance or violation would have a material
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adverse effect on the condition (financial or otherwise),
operations, business, assets or properties of the Company and
the Bank, taken as a whole; all agreements which are material
to the condition (financial or otherwise), results of
operations or business of the Company and the Bank, taken as a
whole are in full force and effect, and no party to any such
agreement has instituted or, to the best knowledge of the
Company and the Bank, threatened any action or proceeding
wherein the Company or the Bank would be alleged to be in
default thereunder.
(xiv) None of the Company or the Bank is in violation
of its respective charter or bylaws. The execution and
delivery hereof and the consummation of the transactions
contemplated hereby by the Company and the Bank do not
conflict with or result in a breach of the charter or bylaws
of the Company or the Bank (in either mutual or stock form) or
constitute a material breach of or default (or an event which,
with notice or lapse of time or both, would constitute a
default) under, give rise to any right of termination,
cancellation or acceleration contained in, or result in the
creation or imposition of any lien, charge or other
encumbrance upon any of the properties or assets of the
Company or the Bank pursuant to any of the terms, provisions
or conditions of, any material agreement, contract, indenture,
bond, debenture, note, instrument or obligation to which the
Company or the Bank is a party or violate any governmental
license or permit or any enforceable published law,
administrative regulation or order or court order, writ,
injunction or decree (subject to the satisfaction of certain
conditions imposed by the Office in connection with its
approval of the Conversion Application), which breach,
default, encumbrance or violation would have a material
adverse effect on the condition (financial or otherwise),
operations or business of the Company and the Bank, taken as a
whole.
(xv) Subsequent to the respective dates as of which
information is given in the Registration Statement and
Prospectus and prior to the Closing Date (as hereinafter
defined), except as otherwise may be indicated or contemplated
therein, none of the Company or the Bank has issued any
securities which will remain issued at the Closing Date or
incurred any liability or obligation, direct or contingent, or
borrowed money, except borrowings in the ordinary course of
business, or entered into any other transaction not in the
ordinary course of business and consistent with prior
practices, which is material in light of the business of the
Company and the Bank, taken as a whole.
(xvi) Upon consummation of the Conversion, the
authorized, issued and outstanding equity capital of the
Company shall be within the range as set forth in the
Prospectus under the caption "Capitalization," and no Common
Stock of the Company shall be outstanding immediately prior to
the Closing Date; the issuance
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and the sale of the Shares of the Company have been duly
authorized by all necessary action of the Company and approved
by the Office and, when issued in accordance with the terms of
the Plan and paid for, shall be validly issued, fully paid and
nonassessable and shall conform to the description thereof
contained in the Prospectus; the issuance of the Shares is not
subject to preemptive rights, except as set forth in the
Prospectus; and good title to the Shares will be transferred
by the Company upon issuance thereof against payment therefor,
free and clear of all claims, encumbrances, security interests
and liens against the Company whatsoever. The certificates
representing the Shares will conform in all material respects
with the requirements of applicable laws and regulations. The
issuance and sale of the capital stock of the Bank to the
Company has been duly authorized by all necessary action of
the Bank and the Company and appropriate regulatory
authorities (subject to the satisfaction of various conditions
imposed by the Office in connection with its approval of the
Conversion Application), and such capital stock, when issued
in accordance with the terms of the Plan, will be fully paid
and nonassessable and will conform in all material respects to
the description thereof contained in the Prospectus.
(xvii) No approval of any regulatory or supervisory
or other public authority is required in connection with the
execution and delivery of this Agreement or the issuance of
the Shares, except for the declaration of effectiveness of any
required post-effective amendment by the Commission and
approval thereof by the Office and approval of the Company's
application on Form H-(e)1-S by the Office, the issuance of
the Stock Charter by the Office and as may be required under
the securities laws of various jurisdictions.
(xviii) All contracts and other documents required to
be filed as exhibits to the Registration Statement or the
Conversion Application have been filed with the Commission
and/or the Office, as the case may be.
(xix) Stewart, Fowler & Stalvey, P.C., which has
audited the financial statements of the Bank at September 30,
1997 and 1996 and for the years ended September 30, 1997 and
1996 included in the Prospectus, is an independent public
accountant within the meaning of the Code of Professional
Ethics of the American Institute of Certified Public
Accountants and Title 12 of the Code of Federal Regulations,
Section 571.2(c)(3).
(xx) For the past five years, the Company and the
Bank have timely filed all required federal, state and local
franchise tax returns, and no deficiency has been asserted
with respect to such returns by any taxing authorities, and
the Company and
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the Bank have paid all taxes that have become due and, to the
best of their knowledge, have made adequate reserves for
similar future tax liabilities, except where any failure to
make such filings, payments and reserves, or the assertion of
such a deficiency, would not have a material adverse effect on
the condition of the Company and the Bank, taken as a whole.
(xxi) All of the loans represented as assets of the
Bank on the most recent financial statements of the Bank
included in the Prospectus meet or are exempt from all
requirements of federal, state or local law pertaining to
lending and interest, including without limitation truth in
lending (including the requirements of Regulation Z and 12
C.F.R. Part 226 and Section 563.99), real estate settlement
procedures, consumer credit protection, equal credit
opportunity and all disclosure laws applicable to such loans,
except for violations which, if asserted, would not have a
material adverse effect on the Company and the Bank, taken as
a whole.
(xxii) The records of account holders, depositors,
borrowers and other members of the Bank delivered to Trident
by the Bank or its agent for use during the Conversion have
been prepared or reviewed by the Bank and, to the best
knowledge of the Company and the Bank, are reliable and
accurate.
(xxiii) None of the Company, the Bank or the
employees of the Company or the Bank, has made any payment of
funds of the Company or the Bank prohibited by law, and no
funds of the Company or the Bank have been set aside to be
used for any payment prohibited by law.
(xxiv) To the best knowledge of the Company and the
Bank, the Company and the Bank are in compliance with all
laws, rules and regulations relating to the discharge,
storage, handling and disposal of hazardous or toxic
substances, pollutants or contaminants and neither the Company
nor the Bank believes that the Company or the Bank is subject
to liability under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, or any
similar law, except for violations which, if asserted, would
not have a material adverse effect on the Company and the
Bank, taken as a whole. There are no actions, suits,
regulatory investigations or other proceedings pending or, to
the best knowledge of the Company or the Bank, threatened
against the Company or the Bank relating to the discharge,
storage, handling and disposal of hazardous or toxic
substances, pollutants or contaminants. To the best knowledge
of the Company and the Bank, no disposal, release or discharge
of hazardous or toxic substances, pollutants or contaminants,
including petroleum and gas products, as any of such terms may
be defined under federal, state or local law, has been caused
by the Company or the Bank or, to the
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best knowledge of the Company or the Bank, has occurred on, in
or at any of the facilities or properties of the Company or
the Bank, except such disposal, release or discharge which
would not have a material adverse effect on the Company and
the Bank, taken as a whole.
(xxv) At the Closing Date, the Company and the Bank
will have completed the conditions precedent to, and shall
have conducted the Conversion in all material respects in
accordance with, the Plan, the HOLA, the OTS Regulations and
all other applicable laws, regulations, published decisions
and orders, including all terms, conditions, requirements and
provisions precedent to the Conversion imposed by the Office.
(b) Trident represents and warrants to the Company and the
Bank that:
(i) Trident is registered as a broker-dealer with the
Commission, and is in good standing with the Commission and
the NASD.
(ii) Trident is validly existing as a corporation in
good standing under the laws of its jurisdiction of
incorporation, with full corporate power and authority to
provide the services to be furnished to the Company and the
Bank hereunder.
(iii) The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby
have been duly and validly authorized by all necessary action
on the part of Trident, and this Agreement is a legal, valid
and binding obligation of Trident, enforceable in accordance
with its terms (except as the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, reorganization
or similar laws relating to or affecting the enforcement of
creditors' rights generally or the rights of creditors of
registered broker-dealers accounts of whose may be protected
by the Securities Investor Protection Corporation or by
general equity principles, regardless of whether such
enforceability is considered in a proceeding in equity or at
law, and except to the extent that the provisions of Sections
8 and 9 hereof may be unenforceable as against public policy
or pursuant to Section 23A).
(iv) Each of Trident and, to Trident's knowledge, its
employees, agents and representatives who shall perform any of
the services required hereunder to be performed by Trident
shall be duly authorized and shall have all licenses,
approvals and permits necessary to perform such services, and
Trident is a registered selling agent in the jurisdictions
listed in Exhibit A hereto and will remain registered in such
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jurisdictions in which the Company is relying on such
registration for the sale of the Shares, until the Conversion
is consummated or terminated.
(v) The execution and delivery of this Agreement by
Trident, the fulfillment of the terms set forth herein and the
consummation of the transactions contemplated hereby shall not
violate or conflict with the corporate charter or bylaws of
Trident or violate, conflict with or constitute a breach of,
or default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, any material
agreement, indenture or other instrument by which Trident is
bound or under any governmental license or permit or any law,
administrative regulation, authorization, approval or order or
court decree, injunction or order.
(vi) Any funds received by Trident to purchase Common
Stock will be handled in accordance with Rule 15c2-4 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(vii) There is not now pending or, to Trident's
knowledge, threatened against Trident any action or proceeding
before the Commission, the NASD, any state securities
commission or any state or federal court concerning Trident's
activities as a broker-dealer.
3. Employment of Trident; Sale and Delivery of the Shares. On the basis
of the representations and warranties herein contained, but subject to the terms
and conditions herein set forth, the Company and the Bank hereby employ Trident
as their agent to utilize its best efforts in assisting the Company with the
Company's sale of the Shares in the Subscription Offering and, if any, the
Community Offering. The employment of Trident hereunder shall terminate (a)
forty-five (45) days after the Offerings close, unless the Company and the Bank,
with the approval of the Office, are permitted to extend such period of time, or
(b) upon consummation of the Conversion, whichever date shall first occur.
In the event the Company is unable to sell a minimum of 425,000 Shares
(or such lesser amount as the Office may permit) within the period herein
provided, this Agreement shall terminate, and the Company and the Bank shall
refund promptly to any persons who have subscribed for any of the Shares, the
full amount which it may have received from them, together with interest as
provided in the Prospectus, and no party to this Agreement shall have any
obligation to the other party hereunder, except as set forth in Sections 6, 8(a)
and 9 hereof. Appropriate arrangements for placing the funds received from
subscriptions for Shares in special interest-bearing accounts with the Bank
until all Shares are sold and paid for were made prior to the commencement of
the Offerings, with provision for prompt refund to the purchasers as set forth
above, or for delivery to the Company if all Shares are sold.
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If all conditions precedent to the consummation of the Conversion are
satisfied, including the sale of all Shares required by the Plan to be sold, the
Company agrees to issue or have issued such Shares and to release for delivery
certificates to subscribers thereof for such Shares on the Closing Date against
payment to the Company by any means authorized pursuant to the Prospectus, at
the principal office of the Company at 100 West Screven Street, Quitman, Georgia
31643, or at such other place as shall be agreed upon between the parties
hereto. The date upon which Trident is paid the compensation due hereunder is
herein called the "Closing Date."
Trident agrees either (a) upon receipt of an executed order form of a
subscriber to forward the offering price of the Common Stock ordered on or
before twelve noon on the next business day following receipt or execution of an
order form by Trident to the Bank for deposit in a segregated account or (b) to
solicit indications of interest in which event (i) Trident will subsequently
contact any potential subscriber indicating interest to confirm the interest and
give instructions to execute and return an order form or to receive
authorization to execute the order form on the subscriber's behalf, (ii) Trident
will mail acknowledgements of receipt of orders to each subscriber confirming
interest on the business day following such confirmation, (iii) Trident will
debit accounts of such subscribers on the third business day ("debit date")
following receipt of the confirmation referred to in (i), and (iv) Trident will
forward completed order forms together with such funds to the Bank on or before
twelve noon on the next business day following the debit date for deposit in a
segregated account. Trident acknowledges that if the procedure in (b) is
adopted, subscribers' funds are not required to be in their accounts until the
debit date.
In addition to the expenses specified in Section 6 hereof, Trident
shall receive the following compensation for its services hereunder:
(a)(i) a commission equal to 2.5% of the aggregate dollar
amount of Common Stock sold in the Subscription Offering and any
Community Offering, except no commissions shall be payable on shares
purchased by directors, executive officers or their associates or
employee benefit plans and (ii) a commission to be agreed upon by
Trident and the Company for Shares sold by other member firms of the
NASD through a selected dealers arrangement in any Syndicated Community
Offering. All commissions shall be based on the amount of Common Stock
sold. All such commissions are to be payable in same-day funds to
Trident on the Closing Date.
(b) Trident shall be reimbursed for allocable expenses,
including but not limited to travel, communications and postage and
legal fees and expenses, whether or not the Offerings are successfully
completed; provided, however, that neither the Company nor the Bank
shall pay or reimburse Trident for any of the foregoing expenses
accrued after Trident shall have notified the Company or the Bank of
its election to terminate this Agreement pursuant to Section 11 hereof
or after such time as the Company or the Bank shall have given
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 13
notice in accordance with Section 12 hereof that Trident is in breach
of this Agreement. Trident's out-of-pocket expenses will not exceed
$10,000, and its legal fees will not exceed $27,500, without the
consent of the Company and the Bank. Full payment to defray Trident's
reimbursable expenses shall be made in same-day funds on the Closing
Date or, if the Conversion is not completed and is terminated for any
reason, within ten (10) business days of receipt by the Company of a
written request from Trident for reimbursement of its expenses. Trident
acknowledges receipt of $10,000 advance payment from the Bank which
shall be credited against the total reimbursement due Trident
hereunder.
The Company shall pay any stock issue and transfer taxes which may be
payable with respect to the sale of the Shares. The Company and the Bank shall
also pay all expenses of the Conversion incurred by them or on their prior
approval including but not limited to their attorneys' fees, NASD filing fees,
and attorneys' fees relating to any required state securities laws research and
filings, telephone charges, air freight, rental equipment, supplies, transfer
agent charges, fees relating to auditing and accounting and costs of printing
all documents necessary in connection with the Conversion.
4. Offering. Subject to the provisions of Section 7 hereof, Trident is
assisting the Company on a best efforts basis in offering a minimum of 425,000
and a maximum of 575,000 Shares, with the possibility of offering up to 661,250
Shares (except as the Office may permit to be decreased or increased) in the
Offerings. The Shares are to be offered to the public at the price set forth on
the cover page of the Prospectus and the first page of this Agreement.
5. Further Agreements. The Company and the Bank jointly and severally
covenant and agree that:
(a) The Company shall deliver to Trident, from time to time,
such number of copies of the Prospectus as Trident reasonably may
request. The Company authorizes Trident to use the Prospectus in any
lawful manner in connection with the offer and sale of the Shares.
(b) The Company will notify Trident immediately upon
discovery, and confirm the notice in writing, (i) when any
post-effective amendment to the Registration Statement becomes
effective or any supplement to the Prospectus has been filed, (ii) of
the issuance by the Commission of any stop order relating to the
Registration Statement or of the initiation or the threat of any
proceedings for that purpose, (iii) of the receipt of any notice with
respect to the suspension of the qualification of the Shares for
offering or sale in any jurisdiction, and (iv) of the receipt of any
comments from the staff of the Commission relating to the Registration
Statement. If the Commission enters a stop order relating to the
Registration
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 14
Statement at any time, the Company will make every reasonable effort to
obtain the lifting of such order at the earliest possible moment.
(c) During the time when a prospectus is required to be
delivered under the Act, the Company will comply so far as it is able
with all requirements imposed upon it by the Act, as now in effect and
hereafter amended, and by the Regulations, as from time to time in
force, so far as necessary to permit the continuance of offers and
sales of or dealings in the Shares in accordance with the provisions
hereof and the Prospectus. If during the period when the Prospectus is
required to be delivered in connection with the offer and sale of the
Shares any event relating to or affecting the Company and the Bank,
taken as a whole, shall occur as a result of which it is necessary, in
the opinion of counsel for Trident, with the concurrence of counsel to
the Company, to amend or supplement the Prospectus in order to make the
Prospectus not false or misleading in light of the circumstances
existing at the time it is delivered to a purchaser of the Shares, the
Company forthwith shall prepare and furnish to Trident a reasonable
number of copies of an amendment or amendments or of a supplement or
supplements to the Prospectus (in form and substance satisfactory to
counsel for Trident) which shall amend or supplement the Prospectus so
that, as amended or supplemented, the Prospectus shall not contain an
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the
circumstances existing at the time the Prospectus is delivered to a
purchaser of the Shares, not misleading. The Company will not file or
use any amendment or supplement to the Registration Statement or the
Prospectus of which Trident has not first been furnished a copy or to
which Trident shall reasonably object after having been furnished such
copy. For the purposes of this subsection the Company and the Bank
shall furnish such information with respect to themselves as Trident
from time to time may reasonably request.
(d) The Company and the Bank have taken or will take all
reasonably necessary action as may be required to qualify or register
the Shares for offer and sale by the Company under the securities laws
of such jurisdictions as Trident and either the Company or its counsel
may agree upon; provided, however, that the Company shall not be
obligated to qualify as a foreign corporation to do business under the
laws of any such jurisdiction. In each jurisdiction where such
qualification or registration shall be effected, the Company, unless
Trident agrees that such action is not necessary or advisable in
connection with the distribution of the Shares, shall file and make
such statements or reports as are, or reasonably may be, required by
the laws of such jurisdiction.
(e) Appropriate entries will be made in the financial records
of the Bank sufficient to establish a liquidation account for the
benefit of eligible account holders and supplemental eligible account
holders in accordance with the requirements of the Office.
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 15
(f) The Company will file a registration statement for the
Common Stock under Section 12(g) of the Exchange Act, prior to
completion of the stock offering pursuant to the Plan and shall request
that such registration statement be effective upon completion of the
Conversion. The Company shall maintain the effectiveness of such
registration for a minimum period of three years or for such shorter
period as may be required by applicable law.
(g) The Company will make generally available to its security
holders as soon as practicable, but not later than 90 days after the
close of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 of the regulations
promulgated under the Act) covering a twelve-month period beginning not
later than the first day of the Company's fiscal quarter next following
the effective date (as defined in said Rule 158) of the Registration
Statement.
(h) For a period of three (3) years from the date of this
Agreement (unless the Common Stock shall have been deregistered under
the Exchange Act), the Company will furnish to Trident, as soon as
publicly available after the end of each fiscal year, a copy of its
annual report to shareholders for such year; and the Company will
furnish to Trident (i) as soon as publicly available, a copy of each
report or definitive proxy statement of the Company filed with the
Commission under the Exchange Act or mailed to shareholders, and (ii)
from time to time, such other public information concerning the Company
as Trident may reasonably request.
(i) The Company shall use the net proceeds from the sale of
the Shares consistently with the manner set forth in the Prospectus.
(j) The Company shall not deliver the Shares until each and
every condition set forth in Section 7 hereof has been satisfied,
unless such condition is waived in writing by Trident.
(k) The Company shall advise Trident, if necessary, as to the
allocation of deposits, in the case of eligible account holders, and
votes, in the case of other members, and of the Shares in the event of
an oversubscription and shall, after consultation with Trident, provide
Trident final instructions as to the allocation of the Shares
("Allocation Instructions") in such event and such information shall be
accurate and reliable. Trident shall be entitled to rely on such
instructions and shall have no liability in respect of its reliance
thereon, including without limitation, no liability for or related to
any denial or grant of a subscription in whole or in part.
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 16
(l) The Company and the Bank will take such actions and
furnish such information as are reasonably requested by Trident in
order for Trident to ensure compliance with the NASD's "Interpretation
Relating to Free-Riding and Withholding."
6. Payment of Expenses. Whether or not the Conversion is consummated,
the Company and the Bank shall pay or reimburse Trident for (a) all filing fees
paid or incurred by Trident in connection with all filings with the NASD with
respect to the Offerings and, (b) in addition, if the Company is unable to sell
a minimum of 425,000 Shares or such lesser amount as the Office may permit or
the Conversion is otherwise terminated, the Company and the Bank shall reimburse
Trident for allocable expenses incurred by Trident relating to the offering of
the Shares as provided in Section 3 hereof; provided, however, that neither the
Company nor the Bank shall pay or reimburse Trident for any of the foregoing
expenses accrued after Trident shall have notified the Company or the Bank of
its election to terminate this Agreement pursuant to Section 11 hereof or after
such time as the Company or the Bank shall have given notice in accordance with
Section 12 hereof that Trident is in breach of this Agreement.
7. Conditions of Trident's Obligations. Except as may be waived in
writing by Trident, the obligations of Trident as provided herein shall be
subject to the accuracy of the representations and warranties contained in
Section 2 hereof as of the date hereof and as of the Closing Date, to the
performance by the Company and the Bank of their obligations hereunder and to
the following conditions:
(a) At the Closing Date, Trident shall receive the favorable
opinions of Malizia, Spidi, Sloane & Fisch, P.C., special counsel for
the Company and the Bank, and ______________________________, counsel
for the Company and the Bank, dated the Closing Date, addressed to
Trident, in form and substance reasonably satisfactory to counsel for
Trident, substantially as set forth in Exhibits B and C, respectively,
hereto.
(b) At the Closing Date, Trident shall receive the letter of
Malizia, Spidi, Sloane & Fisch, P.C., special counsel for the Company
and the Bank, dated the Closing Date, addressed to Trident, in form and
substance reasonably satisfactory to counsel for Trident, substantially
as set forth in Exhibit D hereto.
(c) Counsel for Trident shall have been furnished such
documents as they reasonably may require for the purpose of enabling
them to review or pass upon the matters required by Trident, and for
the purpose of evidencing the accuracy, completeness or satisfaction of
any of the representations, warranties or conditions herein contained,
including but not limited to, resolutions of the Board of Directors of
the Company and the Bank regarding the authorization of this Agreement
and the transactions contemplated hereby.
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 17
(d) Prior to and at the Closing Date, in the reasonable
opinion of Trident, (i) there shall have been no material change in the
condition, financial or otherwise, business or results of operations of
the Company and the Bank, taken as a whole, since the latest date as of
which such condition is set forth in the Prospectus, except as referred
to therein; (ii) there shall have been no transaction entered into by
the Company or the Bank after the latest date as of which the financial
condition of the Company or the Bank is set forth in the Prospectus
other than transactions referred to or contemplated therein,
transactions in the ordinary course of business, and transactions which
are not material to the Company and the Bank, taken as a whole; (iii)
none of the Company or the Bank shall have received from the Office or
Commission any direction (oral or written) to make any change in the
method of conducting their respective businesses which is material to
the business of the Company and the Bank, taken as a whole, with which
they have not complied; (iv) no action, suit or proceeding, at law or
in equity or before or by any federal or state commission, board or
other administrative agency, shall be pending or threatened against the
Company or the Bank or affecting any of their respective assets,
wherein an unfavorable decision, ruling or finding would have a
material adverse effect on the business, operations, financial
condition or income of the Company and the Bank, taken as a whole; and
(v) the Shares shall have been qualified or registered for offering and
sale by the Company under the securities laws of such jurisdictions as
Trident and the Company shall have agreed upon.
(e) At the Closing Date, Trident shall receive a certificate
of the principal executive, financial and accounting officer(s) of each
of the Company and the Bank, dated the Closing Date, to the effect
that: (i) they have examined the Prospectus and, at the time the
Prospectus became authorized by the Company for use, the Prospectus did
not contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading
with respect to the Company or the Bank; (ii) since the date the
Prospectus became authorized by the Company for use, no event has
occurred which should have been set forth in an amendment or supplement
to the Prospectus which has not been so set forth, including
specifically, but without limitation, any material change in the
business, condition (financial or otherwise) or results of operations
of the Company or the Bank and, the conditions set forth in clauses
(ii) through (iv) inclusive of subsection (d) of this Section 7 have
been satisfied; (iii) to the best knowledge of such officers, no order
has been issued by the Commission or the Office to suspend the
Offerings or the effectiveness of the Prospectus, and no action for
such purposes has been instituted or threatened by the Commission or
the Office; (iv) to the best knowledge of such officers, no person has
sought to obtain review of the final actions of the Office and division
approving the Plan; and (v) all of the representations and warranties
contained in Section 2 of this Agreement are true and correct, with the
same force and effect as though expressly made on the Closing Date.
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 18
(f) At the Closing Date, Trident shall receive, among other
documents, (i) copies of the letters from the Office authorizing the
use of the Prospectus and the Proxy Statement, (ii) a copy of the order
of the Commission declaring the Registration Statement effective; (iii)
copies of the letters from the Office evidencing the corporate
existence of the Bank; (iv) a copy of the letter from the appropriate
Georgia authority evidencing the incorporation (and, if generally
available from such authority, good standing) of the Company; (v) a
copy of the Company's charter certified by the appropriate Georgia
governmental authority; and, (vi) if available, a copy of the letter
from the Office approving the Bank's Stock Charter.
(g) As soon as available after the Closing Date, Trident shall
receive a copy of the Bank's Certified Stock Charter executed by the
appropriate federal governmental authority.
(h) Concurrently with the execution of this Agreement, Trident
acknowledges receipt of a letter from Stewart, Fowler & Stalvey, P.C.,
independent certified public accountants, addressed to Trident and the
Company, in substance and form satisfactory to counsel for Trident,
with respect to the financial statements and certain financial
information contained in the Prospectus.
(i) At the Closing Date, Trident shall receive a letter in
form and substance satisfactory to counsel for Trident from Stewart,
Fowler & Stalvey, P.C., independent certified public accountants, dated
the Closing Date and addressed to Trident and the Company, confirming
the statements made by them in the letter delivered by them pursuant to
the preceding subsection as of a specified date not more than five (5)
days prior to the Closing Date.
All such opinions, certificates, letters and documents shall be in
compliance with the provisions hereof only if they are, in the reasonable
opinion of Trident and its counsel, satisfactory to Trident and its counsel. Any
certificates signed by an officer or director of the Company or the Bank
prepared for Trident's reliance and delivered to Trident or to counsel for
Trident shall be deemed a representation and warranty by the Company and the
Bank to Trident as to the statements made therein. If any condition to Trident's
obligations hereunder to be fulfilled prior to or at the Closing Date is not so
fulfilled, Trident may terminate this Agreement or, if Trident so elects, may
waive in writing any such conditions which have not been fulfilled, or may
extend the time of their fulfillment. If Trident terminates this Agreement as
aforesaid, the Company and the Bank shall reimburse Trident for its expenses as
provided in Section 3(b) hereof.
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 19
8. Indemnification.
(a) The Company and the Bank jointly and severally agree to
indemnify and hold harmless Trident, its officers, directors and
employees and each person, if any, who controls Trident within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
against any and all loss, liability, claim, damage and expense
whatsoever and shall further promptly reimburse such persons for any
legal or other expenses reasonably incurred by each or any of them in
investigating, preparing to defend or defending against any such
action, proceeding or claim (whether commenced or threatened) arising
out of or based upon (A) any misrepresentation by the Company or the
Bank in this Agreement or any breach of warranty by the Company or the
Bank with respect to this Agreement or arising out of or based upon any
untrue or alleged untrue statement of a material fact or the omission
or alleged omission of a material fact required to be stated or
necessary to make not misleading any statements contained in (i) the
Registration Statement or the Prospectus or (ii) any application
(including the Form AC and the Form H-(e)1-S) or other document or
communication (in this Section 8 collectively called "Application")
prepared or executed by or on behalf of the Company or the Bank or
based upon written information furnished by or on behalf of the Company
or the Bank, whether or not filed in any jurisdiction, to effect the
Conversion or qualify the Shares under the securities laws thereof or
filed with the Office or Commission, unless such statement or omission
was made in reliance upon and in conformity with written information
furnished to the Company or the Bank with respect to Trident by or on
behalf of Trident expressly for use in the Prospectus or any amendment
or supplement thereof or in any Application, as the case may be, or (B)
the participation by Trident in the Conversion. This indemnity shall be
in addition to any liability the Company and the Bank may have to
Trident otherwise.
(b) The Company shall indemnify and hold Trident harmless for
any liability whatsoever arising out of (i) the Allocation Instructions
or (ii) any records of account holders, depositors, borrowers and other
members of the Bank delivered to Trident by the Bank or its agents for
use during the Conversion.
(c) Trident agrees to indemnify and hold harmless the Company
and the Bank, their officers, directors and employees and each person,
if any, who controls the Company or the Bank within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, to the same
extent as the foregoing indemnity from the Company and the Bank to
Trident, but only with respect to (A) statements or omissions, if any,
made in the Prospectus or any amendment or supplement thereof, in any
Application or to a purchaser of the Shares in reliance upon, and in
conformity with, written information furnished to the Company or the
Bank with respect to Trident by or on behalf of Trident expressly for
use in the Prospectus or in any Application; (B) any misrepresentation
by Trident in Section 2(b) of
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 20
this Agreement; or (C) any liability of the Company or the Bank which
is found in a final judgment by a court of competent jurisdiction (not
subject to further appeal) to have principally and directly resulted
from gross negligence or willful misconduct of Trident.
(d) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party
of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may
have to any indemnified party otherwise than under this Section 8. In
case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with the other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable
to such indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than the reasonable cost of
investigation except as otherwise provided herein. In the event the
indemnifying party elects to assume the defense of any such action and
retain counsel acceptable to the indemnified party, the indemnified
party may retain additional counsel, but shall bear the fees and
expenses of such counsel unless (i) the indemnifying party shall have
specifically authorized the indemnified party to retain such counsel or
(ii) the parties to such suit include such indemnifying party and the
indemnified party, and such indemnified party shall have been advised
by counsel that one or more material legal defenses may be available to
the indemnified party which may not be available to the indemnifying
party, in which case the indemnifying party shall not be entitled to
assume the defense of such suit notwithstanding the indemnifying
party's obligation to bear the fees and expenses of such counsel. An
indemnifying party against whom indemnity may be sought shall not be
liable to indemnify an indemnified party under this Section 8 if any
settlement of any such action is effected without such indemnifying
party's consent. To the extent required by law, this Section 8 is
subject to and limited by the provisions of Section 23A.
9. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 8 above is for any reason held to be unavailable to Trident, the Company
and/or the Bank other than in accordance with its terms, the Company or the Bank
and Trident shall contribute to the aggregate losses, liabilities, claims,
damages, and expenses of the nature contemplated by said indemnity agreement
incurred by the Company or the Bank and Trident (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Bank on the one hand and Trident on the other from the offering of the Shares or
(ii) if the allocation provided by clause (i) above is not permitted by
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 21
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above, but also the relative fault
of the Company or the Bank on the one hand and Trident on the other hand in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Bank on the one hand and Trident on the other shall be deemed to be in the same
proportions as the total net proceeds from the Conversion received by the
Company and the Bank bear to the total commissions received by Trident under
this Agreement. The relative fault of the Company or the Bank on the one hand
and Trident on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Bank or by Trident and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and the Bank and Trident agree that it would not be just
and equitable if contribution pursuant to this Section 9 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by the indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9, Trident shall not be required
to contribute any amount in excess of the amount by which commissions owed
Trident pursuant to this Agreement exceeds the amount of any damages which
Trident has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation. To the extent required by law, this Section 8 is subject to
and limited by the provisions of Section 23A.
10. Survival of Agreements, Representations and Indemnities. The
respective indemnities of the Company and the Bank and Trident and the
representation and warranties of the Company and the Bank and of Trident set
forth in or made pursuant to this Agreement shall remain in full force and
effect, regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of Trident or the Company or the Bank or any
controlling person or indemnified party referred to in Section 8 hereof, and
shall survive any termination or consummation of this Agreement and/or the
issuance of the Shares, and any legal representative of Trident, the Company,
the Bank and any such controlling persons shall be entitled to the benefit of
the respective agreements, indemnities, warranties and representations.
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 22
11. Termination. Trident may terminate this Agreement by giving the
notice indicated below in this Section at any time after this Agreement becomes
effective as follows:
(a) If any domestic or international event or act or
occurrence has materially disrupted the United States securities
markets such as to make it, in Trident's reasonable opinion,
impracticable to proceed with the offering of the Shares; or if trading
on the New York Stock Exchange shall have suspended; or if the United
States shall have become involved in a war or major hostilities; or if
a general banking moratorium has been declared by a state or federal
authority which has material effect on the Bank or the Conversion; or
if a moratorium in foreign exchange trading by major international
banks or persons has been declared; or if there shall have been a
material change in the capitalization, condition or business of the
Company, or if the Bank shall have sustained a material or substantial
loss by fire, flood, accident, hurricane, earthquake, theft, sabotage
or other calamity or malicious act, whether or not said loss shall have
been insured; or if there shall have been a material adverse change in
the condition or prospects of the Company, the Bank or the Subsidiary.
(b) If Trident elects to terminate this Agreement as provided
in this Section, the Company and the Bank shall be notified promptly by
Trident by telephone or telegram, confirmed by letter.
(c) If this Agreement is terminated by Trident for any of the
reasons set forth in subsection (a) above, and to fulfill its
obligations, if any, pursuant to Sections 3, 6, 8(a) and 9 of this
Agreement and upon demand, the Company and the Bank shall pay Trident
the full amount so owing thereunder.
(d) The Bank may terminate the Conversion in accordance with
the terms of the Plan. Such termination shall be without liability to
any party, except that the Company and the Bank shall be required to
fulfill their obligations pursuant to Sections 3(b), 6, 8(a) and 9 of
this Agreement.
12. Notices. All communications hereunder, except as herein otherwise
specifically provided, shall be in writing and if sent to Trident shall be
mailed, delivered or telegraphed and confirmed to Trident Securities, Inc., 4601
Six Forks Road, Suite 400, Raleigh, North Carolina 27609, Attention: Mr. R. Lee
Burrows, Jr. (with a copy to Housley Kantarian & Bronstein, P.C., 1220 19th
Street, N.W., Washington, DC 20036, Attention: K. Scott Fife, Esquire) and if
sent to the Company or the Bank, shall be mailed, delivered or telegraphed and
confirmed to Quitman Bancorp, Inc., Quitman Federal Savings Bank, 100 West
Screven Street, Quitman, Georgia 31643, Attention: Mr. Melvin Plair, President
(with a copy to Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005, Attention: Charles E. Sloane, Esquire).
Trident Securities, Inc.
Quitman Bancorp, Inc.
Sales Agency Agreement
Page 23
13. Parties. This Agreement shall inure solely to the benefit of, and
shall be binding upon, Trident, the Company, the Bank and the controlling and
other persons referred to in Section 8 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein contained.
14. Construction. Unless governed by preemptive federal law, this
Agreement shall be governed by and construed in accordance with the substantive
laws of Georgia.
15. Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall constitute but one and the same instrument.
* * *
Please acknowledge your agreement to the foregoing by signing below and
returning to the Company one copy of this letter.
QUITMAN BANCORP, INC. QUITMAN FEDERAL SAVINGS BANK
By: By:
------------------------------------- -------------------------------------
Melvin Plair Melvin Plair
President and Chief Executive Officer President and Chief Executive Officer
Date: February , 1998 Date: February , 1998
----- -----
Agreed to and accepted:
TRIDENT SECURITIES, INC.
By:
------------------------------------
Date: February , 1998
-----
Exhibit A
Trident Securities, Inc. is a registered selling agent in the jurisdictions
listed below:
Alabama Missouri
Arizona Nebraska
Arkansas Nevada
California New Hampshire
Colorado New Jersey
Connecticut New Mexico
Delaware New York
District of Columbia North Carolina
Florida North Dakota (Trident Securities, Inc. only, no agents)
Georgia Ohio
Idaho Oklahoma
Illinois Oregon
Indiana Pennsylvania
Iowa Rhode Island
Kansas South Carolina
Kentucky Tennessee
Louisiana Texas
Maine Vermont
Maryland Virginia
Massachusetts Washington
Michigan Tennessee
Minnesota Wisconsin
Mississippi Wyoming
Trident Securities, Inc. is not a registered selling agent in the jurisdictions
listed below:
Alaska
Hawaii
Montana
South Dakota
Utah
Exhibit B
[PLEASE PROVIDE FORM OF OPINION ON PAPER AND DISK]
Exhibit C
[PLEASE PROVIDE FORM OF OPINION ON PAPER AND DISK]
Exhibit D
[PLEASE PROVIDE FORM OF LETTER ON PAPER AND DISK]