|
[Max
Shares]
Shares
(subject
to increase up to [SuperMax Shares] shares
in
the event of an increase in the pro forma market
value
of the Company’s Common Stock)
Home
Federal Bancorp, Inc. of Louisiana
(a
Louisiana Corporation)
Common
Stock
(par
value $.01 per share)
AGENCY
AGREEMENT
[Effective
Date]
Sandler O’Neill & Partners, L.P.
919
Third Avenue, 6 th
Floor
New
York, New York 10022
Ladies
and Gentlemen:
Home
Federal Bancorp, Inc. of Louisiana (the
“Company”), a Louisiana Corporation, Home Federal
Bancorp, Inc. of Louisiana, a federally chartered mid-tier
stock holding company (the “Mid-Tier Company”),
Home Federal Mutual Holding Company of Louisiana, a federally
chartered mutual holding company (the “MHC”), and
Home Federal Savings and Loan Association, a federally
chartered savings and loan association (the
“Bank”), hereby confirm their agreement with
Sandler O’Neill & Partners, L.P. (“Sandler
O’Neill” or the “Agent”) with respect
to the offer and sale by the Company of up to [Max Shares]
shares (subject to increase up to [SuperMax Shares]
shares in the event of an increase in the pro forma market
value of the Company’s common stock) of the
Company’s common stock, par value $.01 per share (the
“Common Stock”). The shares of Common Stock to be
sold by the Company in the Offerings (as defined below) are
hereinafter called the
“Securities.” The Company, the Mid-Tier
Company, the MHC and the Bank are sometimes referred to herein
as the “Home Federal Parties.”
The
Securities are being offered for sale in accordance with the
Plan of Conversion and Reorganization (the “Plan”)
adopted by the Boards of Directors of the Company, the
Mid-Tier Company, the MHC and the Bank. The Plan
provides for the conversion of the MHC into the capital stock
form of organization in accordance with the following
steps: (i) the establishment of the Company by the
Bank as a first-tier Louisiana-chartered stock holding company
subsidiary; (ii) the establishment of an interim federal
savings association by the Company (“Interim No.
1”); (iii) the conversion of Mid-Tier Company to an
interim federal stock savings association (“Interim No.
2”) and its simultaneous merger into the Bank with the
Bank as the resulting entity; (iv) the conversion of the MHC
into an interim federal stock savings association
(“Interim No. 3”) and its simultaneous merger with
and into the Bank, whereupon the outstanding common stock of
Mid-Tier Company held by the MHC will be canceled; (v) the
merger of Interim No. 1 with and into the Bank; and (vi) the
sale and exchange of common stock pursuant to the
Plan.
Pursuant
to the Plan, the Company will offer to (i) certain depositors
and borrowers of the Bank and (ii) the Bank’s tax
qualified employee benefit plans, including the Bank’s
employee stock ownership plan (the “ESOP”)
(collectively, the “Employee Plans”), rights to
subscribe for the Securities in a subscription offering (the
“Subscription Offering”). To the extent
Securities are not subscribed for in the Subscription
Offering, such Securities may be offered to certain members of
the general public and to other persons in a community
offering (the “Community Offering”), with
preference given to natural persons residing in Caddo Parish,
Louisiana. The Community Offering, which together
with the Subscription Offering, as each may be extended or
reopened from time to time, are herein referred to as the
“Subscription and Community Offering,” may be
commenced concurrently with, during or after, the Subscription
Offering. If the Company does not receive orders
for at least the total minimum of the Securities as set forth
on the cover page of the Prospectus (as hereinafter defined)
in the Subscription and Community Offerings, then, in the
Company’s discretion in order to issue the minimum
number of Securities necessary to complete the Offerings, up
to __________ of the unsubscribed Securities may be issued as
consideration to stockholders of First Louisiana Bancshares,
Inc. (“First Louisiana”), a Louisiana corporation,
in the Merger (as hereinafter defined), and any such shares
(the “First Louisiana Shares”) so applied will be
deemed issued in the Community Offering. It is
currently anticipated by the Bank and the Company that any
Securities not subscribed for in the Subscription and
Community Offering or applied as First Louisiana Shares will
be offered, subject to Section 2 hereof, in a syndicated
community offering (the “Syndicated Community
Offering”). The Subscription and Community
Offering and the Syndicated Community Offering are hereinafter
referred to collectively as the
“Offerings.” The conversion of the MHC
into the capital stock form of organization and the Offerings
are hereinafter referred to collectively as the
“Conversion.” The Securities may be
offered to the general public in a public offering (the
“Public Offering”) in lieu of or subsequent to the
Syndicated Community Offering. If there is a Public
Offering, the Public Offering will be governed by a separate
definitive purchase agreement as described in Section 2
hereof. It is acknowledged that the number of
Securities to be sold in the Offerings may be increased or
decreased as described in the Prospectus. If the
number of Securities is increased or decreased in accordance
with the Plan, the term “Securities” shall mean
such greater or lesser number, where applicable.
Pursuant
to the terms of the Plan as described in the Prospectus, the
Company will issue shares of its Common Stock (the
“Exchange Shares”) to existing shareholders of the
Mid-Tier Company, other than the MHC, in exchange for their
existing shares of the Mid-Tier Company (the
“Exchange”) pursuant to an exchange ratio as
defined in the Plan, which will result in the holders of such
shares receiving and owning in the aggregate approximately the
same percentage of Common Stock to be outstanding upon the
completion of the Reorganization as the percentage of Mid-Tier
Company Common Stock owned by them in the aggregate
immediately prior to consummation of the
Reorganization.
Immediately
following the completion of the Conversion, the Company will
acquire First Louisiana in a merger transaction (the
“Merger”) pursuant to an Agreement and Plan of
Merger (together with exhibits and schedules thereto, the
“Merger Agreement”) dated as of December 11,
2007. First Louisiana is the holding company of
First Louisiana Bank, a Louisiana-chartered commercial bank
(“First Louisiana Bank”). The Merger
will be accomplished in accordance with the laws of the State
of Louisiana and applicable regulations of the Louisiana
Office of Financial Institutions (“OFI”) and with
the laws of the United States of America and the applicable
regulations of the Office of Thrift Supervision (the
“OTS”), which laws and regulations are
collectively referred to as the “Merger
Regulations,” and together with the OTS Regulations (as
hereinafter defined), the “Reorganization
Regulations.” Sandler O’Neill is
serving as financial advisor to the Home Federal Parties in
connection with the Merger. Pursuant to the terms
of the Merger Agreement, upon consummation of the Merger, each
outstanding share of common stock of First Louisiana
(“First Louisiana Common Stock”) will be converted
into the right to receive, subject to the election and
proration procedures outlined in the Merger Agreement, (a)
$28.00 in cash, without interest, (b) 2.8 shares (the
“Merger Exchange Ratio”) of Company Common Stock,
or (c) a combination of cash and shares of Company Common
Stock (the Company Common Stock to be issued in exchange for
First Louisiana Common Stock being referred to herein as the
“Merger Shares”). In particular,
subject to adjustment, the maximum number of First Louisiana
shares converted into the right to receive cash consideration
will be 40.0% of the total outstanding First Louisiana stock
and the total number of First Louisiana shares converted into
the right to receive stock consideration shall be 60.0% of the
total outstanding First Louisiana shares. At the
effective time of the Merger, each outstanding option to
purchase First Louisiana Common Stock will be converted into
the right to acquire a number of shares of Company Common
Stock equal to the number of shares of First Louisiana Common
Stock subject to such option multiplied by the Merger Exchange
Ratio and the per share exercise price of each option to
purchase First Louisiana Common Stock shall be adjusted by
dividing the per share exercise price by the Merger Exchange
Ratio. Although the Conversion and the Merger are separate
distinct transactions, the Merger will not occur unless the
Conversion is completed and the Conversion, as currently
structured, will not proceed unless the Merger
occurs. In the event the Merger Agreement is
terminated, the Conversion as currently structured, will not
be consummated. The Conversion and the Merger are
collectively referred to herein as the
“Reorganization.” The Reorganization
will not be consummated until all conditions to the
consummation of both the Conversion and the Merger have been
satisfied or waived. First Louisiana, First
Louisiana Bank and their subsidiaries are sometimes referred
to as the “First Louisiana Parties.”
The
following applications have been filed in connection with the
Reorganization: (i) an Application for Conversion on Form AC
(the “Conversion Application”) has been filed with
the OTS; (ii) an Application H-(e)1-S to acquire the Bank (the
“Holding Company Application”) has been filed with
the OTS; (iii) [an application to
acquire First Louisiana Bank (the “Louisiana Merger
Application”) has been filed with the OFI] ;
(iv) a Bank Merger Application (the “BMA
Application”) has been filed with the OTS; (v) a waiver
request (the “FRB Waiver Request”) has been filed
with the Federal Reserve Bank of Dallas requesting a waiver
from filing a formal application with the Board of Governors
of the Federal Reserve System (the
“FRB”) to acquire control of First Louisiana Bank;
and all amendments and supplementary materials to the
foregoing applications required to the date hereof have also
been filed. The Conversion Application, the Holding
Company Application, the Louisiana Merger Application, the BMA
Application and the FRB Waiver Request are referred to herein
collectively as the “Reorganization
Applications.” The Conversion Application
includes, among other things, the Plan.
The
Company has filed with the Securities and Exchange Commission
(the “Commission”) a registration statement on
Form S-1 (No. 333-__________), including a related prospectus,
for the registration of the Securities, the Exchange Shares
and the Merger Shares under the Securities Act of 1933, as
amended (the “Securities Act”), has filed such
amendments thereto, if any, and such amended prospectus as may
have been required to the date hereof by the Commission in
order to declare such registration statement effective, and
will file such additional amendments thereto and such amended
prospectuses and prospectus supplements as may hereafter be
required. Such registration statement (as amended to date, if
applicable, and as from time to time amended or supplemented
hereafter) and the prospectus constituting a part thereof
(including in each case all documents incorporated or deemed
to be incorporated by reference therein and the information,
if any, deemed to be a part thereof pursuant to the rules and
regulations of the Commission under the Securities Act, as
from time to time amended or supplemented pursuant to the
Securities Act or otherwise (the “Securities Act
Regulations”)), are hereinafter referred to as the
“Registration Statement” and the
“Prospectus,” respectively, except that if any
revised prospectus shall be used by the Company in connection
with the Subscription and Community Offering or the Syndicated
Community Offering which differs from the Prospectus on file
at the Commission at the time the Registration Statement
becomes effective (whether or not such revised prospectus is
required to be filed by the Company pursuant to Rule 424(b) of
the Securities Act Regulations), the term
“Prospectus” shall refer to such revised
prospectus from and after the time it is first provided to the
Agent for such use.
Concurrently
with the execution of this Agreement, the Company is
delivering to the Agent copies of the Prospectus of the
Company to be used in the Offerings. Such
Prospectus contains information with respect to the Bank, the
Company, the Mid-Tier Company, the MHC, First Louisiana, First
Louisiana Bank, the Common Stock, the Conversion and the
Merger.
|
|
SECTION 1.
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R
EPRESENTATIONS
AND W
ARRANTIES
.
|
(a) The
Company, the Mid-Tier Company, the Bank and the MHC jointly
and severally represent and warrant to the Agent as of the
date hereof as follows:
(i)
The Registration Statement has been declared
effective by the Commission, no stop order has been issued
with respect thereto and no proceedings therefor have been
initiated or, to the knowledge of the Company, the Mid-Tier
Company, the MHC and the Bank, threatened by the
Commission. At the time the Registration Statement
became effective and at the Closing Time referred to in
Section 2 hereof, the Registration Statement complied and will
comply in all material respects with the requirements of the
Securities Act and the Securities Act Regulations and did not
and will 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. The Prospectus, at the date hereof does
not and at the Closing Time referred to in Section 2 hereof
will not, include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however
, that the representations and warranties in this subsection
shall not apply to statements in or omissions from the
Registration Statement or Prospectus made in reliance upon and
in conformity with information with respect to the Agent
furnished to the Company in writing by the Agent expressly for
use in the Registration Statement or Prospectus (the
“Agent Information”), which the Company, the MHC
and the Bank acknowledge appears only in the Prospectus in the
__________ sentence of the section “__________”
and in the Stockholders’ Proxy Statement only in the
section “Home Federal Bancorp’s Proposal 2 and
First Louisiana Bancshares’ Proposal 1 – Approval
of the Merger Agreement – Opinion of Home Federal
Bancorp, Inc. of Louisiana’s Financial
Advisor.”
(ii)
At the time of filing the Registration
Statement relating to the offering of the Securities, the
Exchange Shares and the Merger Shares and at the date hereof,
the Company was not, and is not, an ineligible issuer, as
defined in Rule 405 of the Securities Act
Regulations. At the time of the filing of the
Registration Statement and at the time of the use of any
issuer free writing prospectus, as defined in Rule 433(h) of
the Securities Act Regulations, the Company met the conditions
required by Rules 164 and 433 of the Securities Act
Regulations for the use of a free writing
prospectus. If required to be filed, the Company
has filed any issuer free writing prospectus related to the
offered Securities at the time it is required to be filed
under Rule 433 of the Securities Act Regulations and, if not
required to be filed, will retain such free writing prospectus
in the Company’s records pursuant to Rule 433(g) of the
Securities Act Regulations and if any issuer free writing
prospectus is used after the date hereof in connection with
the offering of the Securities, the Exchange Shares and the
Merger Shares, the Company will file or retain such free
writing prospectus as required by Rule 433 of the Securities
Act Regulations.
(iii)
As of the Applicable Time, neither (i) the
Issuer-Represented General Free Writing Prospectus(es) issued
at or prior to the Applicable Time and the Statutory
Prospectus, all considered together (collectively, the
“General Disclosure Package”), nor (ii) any
individual Issuer-Represented Limited-Use Free Writing
Prospectus issued at or prior to the Applicable Time, when
considered together with the General Disclosure Package,
included any untrue statement of a material fact or omitted to
state any material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading. The preceding
sentence does not apply to statements or omissions made in
reliance upon and in conformity with written information
furnished to the Company by the Agent expressly for use
therein. As used in this paragraph and elsewhere in
this Agreement:
1. “Applicable
Time” means 5:00 p.m. on the date of this
Agreement.
2. “Statutory
Prospectus,” as of any time, means the most recent
Prospectus that is included in the Registration Statement
immediately prior to the Applicable Time, including any
document incorporated by reference therein.
3. “Issuer-Represented
Free Writing Prospectus” means any “issuer free
writing prospectus,” as defined in Rule 433 of the
Securities Act Regulations, relating to the offered
Securities, the Exchange Shares and the Merger Shares, in the
form filed or required to be filed with the Commission or, if
not required to be filed, in the form retained in the
Company’s records pursuant to Rule 433(g) under the
Securities Act Regulations.
4. “Issuer-Represented
General Free Writing Prospectus” means any
Issuer-Represented Free Writing Prospectus that is intended
for general distribution to prospective
investors.
5. “Issuer-Represented
Limited-Use Free Writing Prospectus” means any
Issuer-Represented Free Writing Prospectus that is not an
Issuer-Represented General Free Writing
Prospectus. The term Issuer-Represented Limited-Use
Free Writing Prospectus also includes any “bona fide
electronic road show,” as defined in Rule 433 of
the Securities Act Regulations, that is made available without
restriction pursuant to Rule 433(d)(8)(ii) of the
Securities Act Regulations or otherwise, even though not
required to be filed with the Commission.
(iv)
Each Issuer-Represented Free Writing
Prospectus, as of its date of first use and at all subsequent
times through the completion of the Offerings and sale of the
offered Securities, Exchange Shares and Merger Shares, or
until any earlier date that the Company notified or notifies
the Agent (as described in the next sentence), did not, does
not and will not include any information that conflicted,
conflicts or will conflict with the information contained in
the Registration Statement, including any document
incorporated by reference therein that has not been superseded
or modified. If at any time following the date of
first use of an Issuer-Represented Free Writing Prospectus
there occurred or occurs an event or development as a result
of which such Issuer-Represented Free Writing Prospectus
conflicted or would conflict with the information contained in
the Registration Statement relating to the offered Securities,
Exchange Shares and Merger Shares, or included or would
include an untrue statement of a material fact or omitted or
would omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
prevailing at that subsequent time, not misleading, the
Company has notified or will notify promptly the Agent so that
any use of such Issuer-Represented Free-Writing Prospectus may
cease until it is amended or supplemented and the Company has
promptly amended or will promptly amend or supplement such
Issuer-Represented Free Writing Prospectus to eliminate or
correct such conflict, untrue statement or
omission. The foregoing two sentences do not apply
to statements in or omissions made in reliance upon and in
conformity with information furnished in writing to the
Company by the Agent expressly for use therein.
(v)
Pursuant to the rules and regulations of the OTS,
as from time to time amended or supplemented (the “OTS
Regulations”), the MHC has filed with the OTS the
Conversion Application, and has filed such amendments thereto
or waivers to the OTS Regulations and supplementary materials
as may have been required to the date hereof, including copies
of the proxy statement for the solicitation of proxies from
MHC members for the special meeting to approve the Plan (the
“Members’ Proxy Statement”) and the proxy
statement for the solicitation of proxies from Mid-Tier
Company stockholders for the special meeting to approve the
Plan and the Merger Agreement (the “Stockholders’
Proxy Statement”) and the Company has published notice
of such filing, as required. The Board of Directors of the
Company, the Mid-Tier Company, the Bank and the MHC have duly
adopted the Plan and the Merger Agreement and the Plan has or
will be prior to the Closing approved by the members of the
MHC and the Plan and the Merger Agreement have been or will be
prior to the Closing approved by stockholders of the Mid-Tier
Company and such adoption and approvals have not since been
rescinded or revoked. The Conversion Application,
including any waivers to the OTS Regulations, the
Members’ Proxy Statement and the Stockholders’
Proxy Statement have been approved by the OTS, such approval
remains in full force and effect and no order has been issued
by the OTS suspending or revoking such approval and no
proceedings therefore have been initiated or, to the knowledge
of the Company, the Mid-Tier Company, the Bank or the MHC,
threatened by the OTS. At the date of such approval
and at the Closing Time referred to in Section 2, the
Conversion Application, the Members’ Proxy Statement and
the Stockholders’ Proxy Statement complied and will
comply in all material respects with the applicable provisions
of the OTS Regulations and the Conversion Application is
truthful and accurate in all material respects.
(vi)
Pursuant to the OTS Regulations, the Company has
filed with the OTS the Holding Company Application for
approval to acquire control of the Bank, and has filed such
amendments thereto or waivers to the OTS Regulations and
supplementary materials as may have been required to the date
hereof, and the Company has published notice of such filing,
as required. The Company has received written
notice from the OTS of its approval of the Holding Company
Application, including any waivers to the OTS Regulations, and
such approval remains in full force and effect and no order
has been issued by the OTS suspending or revoking such
approval and no proceedings therefore have been initiated or,
to the knowledge of the Company, the Mid-Tier Company, the
Bank and the MHC, threatened by the OTS. At the
date of such approval and at the Closing Time referred to in
Section 2, the Holding Company Application complied and
will comply in all material respects with the applicable
provisions of the HOLA and the regulations promulgated
thereunder.
(vii)
The Bank has filed with the OTS the BMA Application for
approval of its acquisition by merger of First Louisiana Bank
on the form of interagency bank merger application promulgated
under the bank merger provisions of the Federal Deposit
Insurance Act, as amended (the “FDIA”) and the
applicable OTS Regulations promulgated
thereunder. The Bank has received written notice
from the OTS of its approval of the merger with First
Louisiana Bank (the “Bank Merger”), and such
approval remains in full force and effect, and no order has
been issued by the OTS suspending or revoking such approval
and no proceedings therefore have been initiated or, to the
knowledge of the Company, the Mid-Tier Company, the Bank and
the MHC, threatened by the OTS. At the date of such
approval and at the Closing Time referred to in
Section 2, the BMA Application complied and will comply
in all material respects with the applicable provisions of the
FDIA and the applicable OTS Regulations promulgated
thereunder.
(viii)
The Bank has filed with the OFI the Louisiana Merger
Application for approval of its acquisition by merger of First
Louisiana Bank pursuant to the provisions of the Louisiana
Banking Law (the “Louisiana Banking
Law”). The Bank has received written notice
from the OFI of its conditional approval of the Louisiana
Merger Application, and such approval remains in full force
and effect and no order has been issued by the OFI suspending
or revoking such approval and no proceedings therefore have
been initiated or, to the knowledge of the Company, Mid-Tier
Company, the Bank and the MHC, threatened by the
OFI. At the date of such approval and at the
Closing Time referred to in Section 2, the Louisiana
Merger Application complied and will comply in all material
respects with the applicable provisions of the Louisiana
Banking Law and the regulations promulgated
thereunder.
(ix)
The Company has filed with the FRB the FRB Waiver
Request requesting the FRB’s waiver pursuant to the
provisions of 12 C.F.R. Section 225.12 (the “FRB
Regulations”) of the requirement of the Company to file
an application to acquire control of First Louisiana
Bank. The Company has received written notice from
the FRB of the approval of the Waiver Request, and such
approval remains in full force and effect and no order has
been issued by the FRB suspending or revoking such approval
and no proceedings thereof have been initiated, or to the
knowledge of the Company, the Mid-Tier Company, the Bank and
the MHC, threatened by the FRB. At the date of such
approval and at the Closing Time referred to in Section 2, the
Waiver Request complied and will comply in all material
respects with the applicable provisions of the FRB
Regulations.
(x)
At the time of their use, the Members’ Proxy
Statement, the Stockholders’ Proxy Statement and any
other proxy solicitation materials relating to the Conversion
and the Merger will comply in all material respects with the
applicable provisions of the OTS Regulations and those rules
and regulations of the SEC under the Securities Act and the
Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (the Securities Act Regulations
and the Exchange Act Regulations are collectively referred to
herein as the “Commission Regulations”) and will
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 the light of the circumstances under
which they were made, not misleading. The Company
filed the Prospectus and any supplemental sales literature
with the Commission and the OTS. The Prospectus and
all supplemental sales literature, as of the date the
Registration Statement became effective and at the Closing
Time referred to in Section 2, complied and will comply in all
material respects with the applicable requirements of the OTS
Regulations and the Commission Regulations and, at or prior to
the time of their first use, will have received all required
authorizations of the OTS and the Commission for use in final
form.
(xi)
None of the Commission, the OTS or any state
securities (“Blue Sky”) authority has, by order or
otherwise, prevented or suspended the use of the
Members’ Proxy Statement, the Stockholders’ Proxy
Statement, the Prospectus or any supplemental sales literature
authorized by the Company, the Mid-Tier Company, the MHC or
the Bank for use in connection with the Offerings, and no
proceedings for such purposes are pending or, to the knowledge
of the Company, the Mid-Tier Company, the MHC or the Bank,
threatened.
(xii)
The Reorganization and other transactions contemplated
hereby do not and will not require any material consent,
approval, authorization or permit or filing with any other
governmental agency or regulatory authority other than the
OTS, the FRB, the OFI and the Commission, except as disclosed
in the Prospectus.
(xiii)
At the Closing Time referred to in Section 2, the
Company, the Mid-Tier Company, the Bank and the MHC will have
completed the conditions precedent to the Conversion in
accordance with the Plan, the applicable OTS Regulations and
all other applicable laws, regulations, decisions and orders,
including all material terms, conditions, requirements and
provisions precedents to the Conversion imposed upon the
Company, the Bank, the Mid-Tier Company, or the MHC by the OTS
or any other regulatory authority, other than those which the
regulatory authority permits to be completed after the
Conversion. At the Closing Time referred to in
Section 2, the Conversion will have been effected in all
material respects in the manner described in the Prospectus
and in accordance with the Plan, the OTS Regulations and all
other applicable material laws, regulations, decisions and
orders, including in compliance in all material respects with
all terms, conditions, requirements and provisions precedent
to the Conversion imposed upon the Company, the Mid-Tier
Company, the Bank or the MHC by the Commission, the OTS or any
other regulatory or Blue Sky authority.
(xiv)
At the Closing Time referred to in Section
2, the Home Federal Parties and the First Louisiana Parties
will have completed the conditions precedent to the Merger in
accordance with the Merger Agreement (other than the delivery
and exchange of shares and other than conditions waived by the
parties thereto), and all applicable laws, regulations,
decisions and orders, including all material terms,
conditions, requirements and provisions precedent to the
Merger imposed upon the Home Federal Parties and the First
Louisiana Parties by the Commission, the OTS, the OFI, the
FRB, any state regulatory or Blue Sky authority or any other
regulatory authority, other than those which the regulatory
authority permits to be completed after the effective time of
the Merger (the “Effective Time”).
(xv)
Feldman Financial Advisors, Inc., (the
“Appraiser”), which prepared the valuation of the
common stock of the Company as part of the Plan, has advised
the Company, the Mid-Tier Company, the Bank and the MHC in
writing that it satisfies all requirements for an appraiser
set forth in the OTS Regulations and any interpretations or
guidelines issued by the OTS or its staff with respect
thereto.
(xvi)
The accountants who audited and reported on the
consolidated financial statements and supporting schedules of
the Mid-Tier Company and its subsidiaries included in the
Registration Statement, have advised the Company, the Mid-Tier
Company, the MHC and the Bank in writing that they are
independent public accountants within the meaning of the Code
of Ethics of the American Institute of Certified Public
Accountants (the “AICPA”), that they are
registered with the Public Company Accounting Oversight Board
(“PCAOB”) and such accountants are, with respect
to the Company, the Mid-Tier Company, the MHC and the Bank,
independent certified registered public accountants as
required by, and are not in violation of the auditor
independence requirements of, the Securities Act, the
Securities Act Regulations and OTS Regulations and are not in
violation of the auditors independence requirements of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”). The accountants who audited and
reported on the consolidated financial statements and
supporting schedules of First Louisiana and its subsidiaries
included in the Registration Statement, have advised First
Louisiana and First Louisiana Bank in writing that they are
independent public accountants within the meaning of the Code
of Ethics of the AICPA, that they are registered with the
PCAOB and such accountants are, with respect to First
Louisiana and First Louisiana Bank, independent certified
registered public accountants as required by, and are not in
violation of the auditor independence requirements of, the
Securities Act, the Securities Act Regulations and OTS
Regulations and each accountant is not in violation of the
auditors independence requirements of the Sarbanes-Oxley
Act.
(xvii)
The only direct subsidiary of the MHC is the
Mid-Tier Company. The only direct subsidiary of the
Mid-Tier Company is the Bank. The only direct
subsidiary of the Bank is Metro Financial Services, Inc. (the
“Subsidiary”). Except for the
Subsidiary and except as set forth in the Prospectus, none of
the Company, the Mid-Tier Company, the MHC or the Bank,
directly or indirectly, controls any other corporation,
limited liability company, partnership, joint venture,
association, trust or other business
organization. The only direct subsidiaries of First
Louisiana are First Louisiana Bank, First Louisiana Agency,
Inc. and First Louisiana Statutory Trust I (First Louisiana
Agency, Inc. and First Louisiana Statutory Trust I are
collectively referred to herein as the “First Louisiana
Subsidiaries”). First Louisiana Bank has no
direct subsidiaries. Except for the First Louisiana
Subsidiaries and except as set forth in the Prospectus, none
of First Louisiana or First Louisiana Bank, directly or
indirectly, controls any other corporation, limited liability
company, partnership, joint venture, association, trust or
other business organization.
(xviii)
The respective consolidated financial statements
and the related notes thereto included in the Registration
Statement and the Prospectus present fairly the financial
position of each of (i) the Home Federal Parties and the
Subsidiary, and (ii) the First Louisiana Parties and the First
Louisiana Subsidiaries, at the dates indicated and the results
of operations, changes in equity and cash flows for the
periods specified, and comply as to form with the applicable
accounting requirements of the Securities Act Regulations and
the OTS Regulations; except as otherwise stated in the
Registration Statement and Prospectus, said financial
statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis;
and the supporting schedules and tables included in the
Registration Statement and Prospectus present fairly the
information required to be stated therein. The
other financial, statistical and pro forma information and
related notes included in the Prospectus present fairly the
information shown therein on a basis consistent with the
audited and unaudited financial statements included in the
Prospectus, and as to the pro forma adjustments, the
adjustments made therein have been consistently applied on the
basis described therein.
(xix)
Since the respective dates as of which
information is given in the Registration Statement and the
Prospectus, except as otherwise stated therein (A) there has
been no material adverse change in the financial condition,
results of operations, business affairs or prospects of the
Company, the Mid-Tier Company, the MHC, the Bank and the
Subsidiary, considered as one enterprise, or First Louisiana,
First Louisiana Bank and the First Louisiana Subsidiaries,
considered as one enterprise, whether or not arising in the
ordinary course of business, (B) except for transactions
specifically referred to or contemplated in the Registration
Statement and Prospectus, there have been no transactions
entered into by the Company, the Mid-Tier Company, the MHC,
the Bank or the Subsidiary, other than those in the ordinary
course of business consistent with past practice, which are
material with respect to the Company, the MHC, the Bank and
the Subsidiary, considered as one enterprise, and (C) except
for transactions specifically referred to or contemplated in
the Registration Statement and the Prospectus, there have been
no transactions entered into by First Louisiana, First
Louisiana Bank or any of the First Louisiana Subsidiaries,
other than those in the ordinary course of business consistent
with past practice, which are material with respect to First
Louisiana, First Louisiana Bank or the First Louisiana
Subsidiaries considered as one enterprise. The capitalization,
liabilities, assets, properties and business of each of the
Company, the Mid-Tier Company, the MHC, the Bank, First
Louisiana and First Louisiana Bank conform in all material
respects to the descriptions contained in the Prospectus and
none of the Company, the Mid-Tier Company, the MHC, the Bank,
First Louisiana or First Louisiana Bank has any material
liabilities of any kind, contingent or otherwise, except as
disclosed in the Registration Statement or the
Prospectus.
(xx)
The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of
the State of Louisiana with corporate power and authority to
own, lease and operate its properties and to conduct its
business as described in the Prospectus and to enter into and
perform its obligations under this Agreement. The
Company is duly qualified to transact business and is in good
standing under the laws of the State of Louisiana and in each
other jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to do so
qualify would not have a Material Adverse Effect on the
Company, the Mid-Tier Company, the MHC, the Bank and the
Subsidiary, considered as one enterprise. The
Company will register as a savings and loan holding company
under HOLA upon completion of the Conversion. Upon
consummation of the Conversion, the Merger and the Bank
Merger, the only subsidiaries of the Company will be the Bank,
First Louisiana Agency, Inc. and First Louisiana Statutory
Trust I. The Company conducts business exclusively
in the State of Louisiana. For purposes of this
Agreement, except as otherwise expressly set forth herein,
“Material Adverse Effect” with respect to any
party means any effect that is material and adverse to (1) the
financial position, business, results of operations, financial
performance or prospects of such party and its subsidiaries,
taken as a whole, or (ii) the ability of such party to perform
its obligations under this Agreement or to consummate the
transactions contemplated by this Agreement.
(xxi)
The Mid-Tier Company has been duly organized and
is validly existing as a stock holding company chartered under
the laws of the United States of America with full corporate
power and authority to own, lease and operate its properties,
to conduct its business as described in the Registration
Statement and the Prospectus, and to enter into and perform
its obligations under this Agreement and the transactions
contemplated hereby; and the Mid-Tier Company is duly
qualified to transact business and is in good standing under
the laws of the United States of America and in each other
jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the
conduct of business, except where the failure to so qualify
would not have a Material Adverse Effect on the Company, the
Mid-Tier Company, the MHC, the Bank and the Subsidiary,
considered as one enterprise. The Mid-Tier Company
conducts business exclusively in the State of
Louisiana.
(xxii)
First Louisiana has been duly organized and is
validly existing as a corporation in good standing chartered
under the laws of the State of Louisiana with full corporate
power and authority to own, lease and operate its properties,
to conduct its business as described in the Registration
Statement and the Prospectus. First Louisiana is
duly qualified to transact business and is in good standing
under the laws of the State of Louisiana and in each other
jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the
conduct of business, except where the failure to do so qualify
would not have a Material Adverse Effect on First Louisiana,
First Louisiana Bank and the First Louisiana Subsidiaries,
considered as one enterprise. First Louisiana
conducts business exclusively in the State of
Louisiana.
(xxiii) Upon
completion of the Reorganization, the issued and outstanding
capital stock of the Company will be within the range as set
forth in the Prospectus under “Capitalization”
(except for subsequent issuances, if any, pursuant to
reservations, agreements or employee benefit plans referred to
in the Prospectus). The authorized capital stock of
the Company consists of 40,000,000 shares of Common Stock and
10,000,000 shares of serial preferred stock, par value $.01
per share. No shares of Common Stock or other
capital stock of the Company have been or will be issued and
outstanding prior to the Closing Time referred to in Section 2
[except for
100 shares which will be issued immediately prior to the
Closing Time, which shares will be cancelled in connection
with the consummation of the transactions contemplated by the
Plan] . At the date hereof and at the
Closing Time, the Securities will have been duly authorized
for issuance and, in the case of the Securities, when issued
and delivered by the Company pursuant to the Plan against
payment of the consideration calculated as set forth in the
Plan and stated on the cover page of the Prospectus, will be
duly and validly issued and fully paid and nonassessable; the
Exchange Shares have been duly authorized for issuance and,
when issued, will be duly and validly issued and fully paid
and nonassessable; at the time of the Merger, the Merger
Shares will have been duly authorized for issuance and, when
issued and delivered by the Company pursuant to the Merger
Agreement against payment of the consideration calculated as
set forth in the Merger Agreement, will be duly and validly
issued and fully paid and nonassessable; the terms
and provisions of the Common Stock and the other capital stock
of the Company conform in all material respects to all
statements relating thereto contained in the Prospectus; the
certificates representing the shares of Common Stock will
conform to the requirements of applicable law and regulations;
and the issuance of the Securities, the Exchange Shares and
the Merger Shares is not subject to preemptive or other
similar rights, except for subscription rights granted
pursuant to the Plan in accordance with the OTS
Regulations. Upon consummation of the transactions
contemplated by the Merger Agreement and the Bank Merger
Agreement pursuant to which First Louisiana Bank will be
merged with and into the Bank, there will be no issued and
outstanding shares of capital stock of either First Louisiana
or First Louisiana Bank and the separate corporate existence
of each of First Louisiana and First Louisiana Bank shall have
ceased.
(xxiv)
The authorized capital stock of Mid-Tier Company
consists of 8,000,000 shares of common stock, par value $0.01
per share (the “Mid-Tier Company Common Stock”)
and 2,000,000 shares of preferred stock, no par value (the
“Mid-Tier Company Preferred Stock”), of which
__________ shares
of Mid-Tier Company Common Stock and no shares of Mid-Tier
Company Preferred Stock are issued and outstanding as of the
date hereof; no additional shares of Mid-Tier Company Common
Stock and no shares of Mid-Tier Company Preferred Stock will
be issued prior to the Closing Time referred to in Section 2;
the issued and outstanding shares of Mid-Tier Company Common
Stock have been duly authorized and validly issued and are
fully paid and nonassessable and have been issued in
compliance with all federal and state securities laws; the MHC
owns __________ shares of Mid-Tier Company Common Stock
beneficially and of record free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or
equity, the terms and provisions of the Mid-Tier Company
Common Stock conform to all statements relating thereto
contained in the Prospectus; at the time of the consummation
of the Conversion, immediately following the mergers of
Interim No. 2 and Interim No. 3 with and into the Bank, the
Bank shall merge with Interim No. 1, with the Bank being the
surviving institution, and the shares of common stock of
Interim No. 1 held by the Company shall be converted into
shares of Bank Common Stock (“Bank Common Stock”)
on a one-for-one basis, and all such Bank Common Stock will be
owned beneficially and of record by the Company free and clear
of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity.
(xxv)
The MHC has been duly organized and is validly existing as a
mutual holding company chartered under the laws of the United
States of America with full corporate power and authority to
own, lease and operate its properties, to conduct its business
as described in the Registration Statement and the Prospectus,
and to enter into and perform its obligations under this
Agreement and consummate the transactions contemplated hereby;
and the MHC is duly qualified to transact business and is in
good standing under the laws of the United States of America
and in any other jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure
to so qualify would not have a Material Adverse
Effect. The MHC conducts business exclusively in
the State of Louisiana. Upon completion of the
Conversion, the MHC will convert into Interim 3, which will
merge with and into the Bank with the Bank being the surviving
entity.
(xxvi)
The MHC has no capital stock. All holders of the
savings, demand or other authorized accounts of the Bank and
all borrowers as of January 18, 2005 whose loans continue to
be outstanding are members of the MHC. The MHC does
not own any equity securities or any equity interest in any
business enterprise except as described in the
Prospectus.
(xxvii)
The Bank has been duly organized and is validly existing as a
savings bank chartered under the laws of the United States of
America with full corporate power and authority to own, lease
and operate its properties, to conduct its business as
described in the Registration Statement and the Prospectus,
and to enter into and perform its obligations under this
Agreement and the transactions contemplated hereby; and the
Bank is duly qualified to transact business and is in good
standing under the laws of the State of Louisiana and in each
other jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to so
qualify would not have a Material Adverse Effect.
(xxviii)
The authorized capital stock of the Bank consists of _____
shares of common stock, par value [$1.00] per share
(“Bank Common Stock”), and the issued and
outstanding capital stock of the Bank is _____ shares of Bank
Common Stock, all of which are owned beneficially and of
record by the Mid-Tier Company free and clear of any security
interest, mortgage, pledge, lien, encumbrance or legal or
equitable claim. All of the issued and outstanding
Bank Common Stock has been duly authorized, validly issued and
fully paid and nonassessable; the terms and provisions of the
Bank Common Stock conform to all statements relating thereto
contained in the Prospectus, and the certificates representing
the shares of the Bank Common Stock comply with the
requirements of applicable laws and regulations; the issuance
of Bank Common Stock is not subject to preemptive or similar
rights; and there are no outstanding warrants, options or
rights of any kind to acquire additional shares of Bank Common
Stock. Upon consummation of the Reorganization, the
authorized capital stock of the Bank will be __________ shares
of common stock, par value [$1.00] per share,
and __________ shares of preferred stock, no par value and the
issued and outstanding capital stock of the Bank will be _____
shares of Bank Common Stock; and no additional shares of Bank
Common Stock or any shares of Bank Preferred Stock will be
issued on or after the date hereof and prior to the Closing
Time referred to in Section 2 hereof. All of the
outstanding Bank Common Stock is, and upon consummation of the
Reorganization, will be duly authorized, validly issued and
fully paid and non-assessable and will have been issued in
compliance with all federal and state securities laws; and all
such Bank Common Stock is and will be owned beneficially and
of record by the Company free and clear of any security
interest, mortgage, pledge, lien, encumbrance or legal or
equitable claim; the terms and provisions of the Bank Common
Stock conform to all statements relating thereto contained in
the Registration Statement and the Prospectus, and the
certificates representing the shares of the Bank Common Stock
will conform with the requirements of applicable laws and
regulations; and the issuance of the Bank Common Stock is not
subject to preemptive or similar rights and there are no other
warrants, options or rights of any kind to acquire additional
shares of Bank Common Stock.
(xxix)
The Company, the Mid-Tier Company, the MHC, the
Bank and the Subsidiary have each obtained all licenses,
permits and other governmental authorizations currently
required for the conduct of their respective businesses,
except where the failure to obtain such licenses, permits or
other governmental authorizations would not have a Material
Adverse Effect; all such licenses, permits and other
governmental authorizations are in full force and effect and
the Company, the Mid-Tier Company, the MHC, the Bank and the
Subsidiary are in all material respects in compliance
therewith; none of the Company, the Mid-Tier
Company, the MHC, the Bank or any Subsidiary has
received notice of any proceeding or action relating to the
revocation or modification of any such license, permit or
other governmental authorization which, singularly or in the
aggregate, if the subject of an unfavorable decision, ruling
or finding, might have a Material Adverse Effect.
(xxx)
The Subsidiary has been duly organized and is validly
existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation, has full corporate
power and authority to own, lease and operate its properties
and to conduct its business as described in the Registration
Statement and Prospectus; the Subsidiary conducts business
exclusively in the State of Louisiana; the activities of the
Subsidiary are permitted to subsidiaries of a
federally-chartered savings bank, by the rules, regulations
and practices of the Federal Deposit Insurance Corporation
(“FDIC”) and the OTS; all of the issued and
outstanding capital stock of the Subsidiary has been duly
authorized and validly issued, is fully paid and nonassessable
and, except as disclosed in the Prospectus, is owned by the
Bank free and clear of any security interest, mortgage,
pledge, lien, encumbrance or legal or equitable claim; and
there are no warrants, options or rights of any kind to
acquire shares of capital stock of any
Subsidiary.
(xxxi)
From the date of their formation until the Closing Time,
neither Interim No. 1, Interim No. 2 nor Interim No. 3 will be
in violation of their respective charter or bylaws, nor will
any of Interim No. 1, Interim No. 2 or Interim No. 3 engage in
any business other than in connection with organizational
matters and actions taken in connection with the consummation
of the Conversion.
(xxxii)
First Louisiana Bank has been duly organized and is validly
existing as a commercial bank chartered under the laws of the
State of Louisiana with full corporate power and authority to
own, lease and operate its properties, and to conduct its
business as described in the Registration Statement and the
Prospectus; and First Louisiana Bank is duly qualified to
transact business and is in good standing under the laws of
the State of Louisiana and in each other jurisdiction in which
such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business,
except where the failure to so qualify would not have a
Material Adverse Effect.
(xxxiii)
First Louisiana, First Louisiana Bank and the First Louisiana
Subsidiaries have each obtained all licenses, permits and
other governmental authorizations currently required for the
conduct of their respective businesses, except where the
failure to obtain such licenses, permits or other governmental
authorizations would not have a Material Adverse Effect; all
such licenses, permits and other governmental authorizations
are in full force and effect and First Louisiana, First
Louisiana Bank and the First Louisiana Subsidiaries are in all
material respects in compliance therewith; none of First
Louisiana, First Louisiana Bank or any First Louisiana
Subsidiary has received notice of any proceeding or action
relating to the revocation or modification of any such
license, permit or other governmental authorization which,
singularly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, might have a Material
Adverse Effect.
(xxxiv)
Each First Louisiana Subsidiary has been duly organized and is
validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, has full
corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the
Registration Statement and Prospectus, and is duly qualified
as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure
to so qualify would not have a Material Adverse Effect; the
activities of each First Louisiana Subsidiary are permitted to
subsidiaries of a Louisiana-chartered commercial bank, in the
case of First Louisiana Bank, and a Louisiana-chartered bank
holding company, in the case of First Louisiana, by the rules,
regulations and practices of the FDIC and the OFI, in the case
of First Louisiana Bank, and the FRB, in the case of First
Louisiana; all of the issued and outstanding capital stock of
each First Louisiana Subsidiary has been duly authorized and
validly issued, is fully paid and nonassessable and is owned
by First Louisiana or First Louisiana Bank, as the case may
be, free and clear of any security interest, mortgage, pledge,
lien, encumbrance or legal or equitable claim; and there are
no warrants, options or rights of any kind to acquire shares
of capital stock of any First Louisiana
Subsidiary.
(xxxv)
Each of the Bank and First Louisiana Bank is a member in
good standing of the Federal Home Loan Bank of Dallas; the
deposit accounts of each of the Bank and First Louisiana Bank
are insured by the FDIC up to the applicable
limits. The Bank is a “qualified thrift
lender” within the meaning of 12 U.S.C. Section
1467a(m). Upon consummation of the Conversion, the liquidation
account for the benefit of eligible account holders and
supplemental eligible account holders of the Bank will be duly
established in accordance with the requirements of the Plan
and the OTS Regulations.
(xxxvi)
The Company, the Mid-Tier Company, the MHC and the Bank have
taken all corporate action necessary for them to execute,
deliver and perform this Agreement and the transactions
contemplated hereby, and this Agreement has been duly executed
and delivered by, and is the valid and binding agreement of,
the Company, the Mid-Tier Company, the MHC and the Bank,
enforceable against each of them in accordance with its terms,
except as may be limited by bankruptcy, insolvency or other
laws affecting the enforceability of the rights of creditors
generally and judicial limitations on the right of specific
performance and except as the enforceability of
indemnification and contribution provisions may be limited by
applicable securities laws.
(xxxvii)
Subsequent to the respective dates as of which information is
given in the Registration Statement, the Prospectus and the
General Disclosure Package and prior to the Closing Time
referred to in Section 2 hereof, except as otherwise may be
indicated or contemplated therein, none of the Company, the
Mid-Tier Company, the MHC, the Bank or the Subsidiary or First
Louisiana, First Louisiana Bank or the First Louisiana
Subsidiaries will have (A) issued any securities (except, with
respect to First Louisiana, the vesting and exercise of First
Louisiana Options (defined as Company Options in the Merger
Agreement) outstanding as of December 11, 2007 granted
pursuant to the First Louisiana Stock Plans (defined as
Company Option Plans in the Merger Agreement)) or incurred any
liability or obligation, direct or contingent, or borrowed
money, except borrowings in the ordinary course of business
consistent with past practice from the same or similar sources
and in similar amounts as indicated in the Prospectus, or (B)
entered into any transaction or series of transactions which
are material in light of the business of the Home Federal
Parties and the Subsidiary, taken as a whole, on the one hand,
or in light of the business of the First Louisiana Parties and
the First Louisiana Subsidiaries, taken as a whole, on the
other hand, excluding the origination, purchase and sale of
loans or the purchase or sale of investment securities or
mortgage-backed securities in the ordinary course of business
consistent with past practice.
(xxxviii) 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 Securities,
the Exchange Shares and the Merger Shares that has not been
obtained and a copy of which has been delivered to the Agent,
except as may be required under the “Blue Sky” or
securities laws of various jurisdictions.
(xxxix) None
of the Company, the Mid-Tier Company, the MHC, the Bank, the
Subsidiary, First Louisiana, First Louisiana Bank or the First
Louisiana Subsidiaries is in violation of their respective
certificate of incorporation, organization certificate,
articles of incorporation or charter, as the case may be, or
bylaws or other written corporate governance requirements or
guidelines; and none of the Company, the Mid-Tier Company, the
MHC, the Bank, the Subsidiary, First Louisiana, First
Louisiana Bank, or the First Louisiana Subsidiaries is in
default (nor has any event occurred which, with notice or
lapse of time or both, would constitute a default) in the
performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture,
mortgage, loan agreement, note, lease or other instrument to
which the Company, the Mid-Tier Company, the MHC, the Bank,
the Subsidiary, First Louisiana, First Louisiana Bank or the
First Louisiana Subsidiary is a party or by which it or any of
them may be bound, or to which any of the property or assets
of the Company, the MHC, the Mid-Tier Company, the Bank, the
Subsidiary, First Louisiana, First Louisiana Bank or the First
Louisiana Subsidiaries is subject, except for such defaults
that would not, individually or in the aggregate, have a
Material Adverse Effect; and there are no contracts or
documents of the Company, the Mid-Tier Company, the MHC, the
Bank, the Subsidiary, First Louisiana, First Louisiana Bank or
the First Louisiana Subsidiaries which are required to be
filed as exhibits to the Registration Statement or the
Conversion Application which have not been so
filed.
(xl) The
consummation of the Reorganization, the execution, delivery
and performance of this Agreement and the consummation of the
transactions contemplated herein do not and will not conflict
with or constitute a breach of, or default under, or result in
the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company, the Mid-Tier
Company, the MHC, the Bank or the Subsidiary pursuant to, any
contract, indenture, mortgage, loan agreement, note, lease or
othe
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