Exhibit 10.2
[FERGUSON & COMPANY LETTERHEAD]
June 19, 1997
Board of Directors
Wyman Park Federal Savings and Loan Association
11 W. Ridgely Road
Lutherville, MD 21093
Dear Directors:
This letter sets forth the agreement between Wyman Park Federal Savings and
Loan Association ("Wyman Park" or "Association"), Lutherville, Maryland, and
Ferguson & Company ("F&C"), Irving, Texas, under the terms of which Wyman Park
has engaged F&C, in connection with its conversion from mutual to stock form, to
(1) determine the pro forma market value of the shares of common stock to be
issued and sold by Wyman Park or its holding company; and (2) assist Wyman Park
in preparing a business plan to be filed with the application for approval to
convert to stock.
F&C agrees to deliver the written valuation and business plan to Wyman Park
at the above address on or before a mutually agreed upon date. Further, F&C
agrees to perform such other services as are necessary or required in connection
with comments from the applicable regulatory authorities relating to the
business plan and appraisal and the preparation of appraisal updates as
requested by Wyman Park or its counsel. It is understood that the services of
F&C under this agreement shall be limited as herein described.
F&C's fee for the business plan and initial appraisal valuation report and
any required updates shall be $18,000. In addition, Wyman Park shall reimburse
F&C for all out-of-pocket expenses. Payment under this agreement shall be made
as follows:
1. Upon execution of this engagement letter--$5,000.
2. Upon delivery of the business plan--$6,000.
3. Upon delivery of the completed appraisal report--$7,000.
4. Out-of-pocket expenses are to be paid monthly.
If, during the course of Wyman Park=s conversion, unforeseen events occur
so as to change materially the nature or the work content of the services
described in this contract, the terms of the contract shall be subject to
renegotiation. 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 Wyman
Park=s management or operating policies, execution of a merger agreement with
another institution prior to completion of conversion, and excessive delays or
suspension of processing of conversions by the regulatory authorities such that
completion of Wyman Park=s conversion requires the preparation by F&C of a new
appraisal report or business plan, excluding appraisal updates during the course
of the engagement.
To induce F&C to provide the services described above, Wyman Park hereby
agrees as follows:
1. Wyman Park shall supply to F&C such information with respect to its
business and financial condition as F&C reasonably may request in
order to make the aforesaid valuation. Such information made available
to F&C shall include, but not be limited to, annual financial
statements, periodic regulatory filings, material agreements, debt
instruments and corporate books and records.
2. Wyman Park hereby represents and warrants, to the best of its
knowledge, that any information provided to F&C does not and will not,
at any time relevant hereto, contain any misstatement or untrue
statement of a material fact or omit any and all material facts
required to be stated therein or necessary to make the statements
therein not false or misleading in light of the circumstances under
which they were made.
3. Wyman Park shall indemnify and hold harmless F&C and any employees of
F&C who act for or on behalf of F&C in connection with the services
called for under this agreement, from and against any and all loss,
cost, damage, claim, liability or expense of any kind, including
reasonable attorneys fees and other expenses incurred in
investigating, preparing to defend and defending any claim or claims
(specifically including, but not limited to, claims under federal and
state securities laws) arising out of any misstatement or untrue
statement of a material fact contained in the information supplied by
Wyman Park to F&C or by an omission to state a material fact in the
information so provided which is required to be stated therein in
order to make the statement therein not false or misleading.
4. F&C shall not be entitled to indemnification pursuant to Paragraph 3
above with regard to any claim arising where, with regard to the basis
for such claim, F&C had knowledge that a statement of a fact material
to the evaluation and contained in the information supplied by Wyman
Park was untrue or had knowledge that a material fact was omitted from
the information so provided and that such material fact was necessary
in order to make the statement made to F&C not false or misleading.
5. F&C additionally shall not be entitled to indemnification pursuant to
Paragraph 3 above notwithstanding its lack of actual knowledge of an
intentional misstatement or omission of a material fact in the
information provided if F&C is determined to have been negligent or to
have failed to exercise due diligence in the preparation of its
valuation.
Wyman Park and F&C are not affiliated, and neither Wyman Park nor F&C has
an economic interest in, or held in common with, the other and has not derived a
significant portion of its gross revenue, receipts or net income for any period
from transactions with the other.
In order for F&C to consider this proposal binding, please acknowledge your
consent to the foregoing by executing the enclosed copies of this letter and
returning one copy to us, together with a check payable to Ferguson & Company in
the amount of $5,000. The extra copy of this letter is for your conversion
counsel.
Yours very truly,
/s/ Robin L. Fussell
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Robin L. Fussell
Principal
Agreed to ($5,000 check enclosed):
Wyman Park Federal Savings and Loan Association
Lutherville, Maryland
By: /s/ Ernest A. Moretti
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Date: June 24, 1996
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