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Exhibit 1.3
October
3, 2007
Mr.
Daniel R. Herndon
Chairman
of the Board, President and Chief Executive
Officer
Home
Federal Savings and Loan Association
624
Market Street
Shreveport,
LA 71101
Dear
Mr. Herndon:
Sandler
O’Neill & Partners, L.P. (“Sandler
O’Neill”) is pleased to act as records management
agent for Home Federal Mutual Holding Company of Louisiana
(the “MHC”), Home Federal Bancorp, Inc. of
Louisiana (together with any successor stock holding company,
the “Holding Company”) and Home Federal Savings
and Loan Association (the “Bank”) in connection
with the offer and sale of certain shares of the common stock
of the Holding Company to the Bank's eligible account holders
in a Subscription Offering, to members of the Bank’s
community in a Direct Community Offering, and under certain
circumstances, to the general public in a Syndicated Community
Offering (collectively, the “Offerings”) pursuant
to the terms of a Plan of Conversion to be adopted by the
Boards of Directors of the MHC, the Holding Company and the
Bank (the “Plan”). The MHC, the Holding
Company and the Bank are sometimes collectively referred to
herein as the “Company.” This letter is to confirm
the terms and conditions of our engagement. Sandler
O’Neill and the Company have entered into an agreement
dated October 3, 2007 pursuant to which Sandler O’Neill
will provide a fairness opinion to the Company (the
“Advisory Engagement Letter”). The
terms of this engagement letter shall not affect the terms of
the Advisory Engagement Letter, which shall continue to be in
full force and effect.
SERVICES AND FEES
In
our role as Records Management Agent, we anticipate that our
services will include the services outlined below, each as may
be necessary and as the Company may reasonably
request:
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I.
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Consolidation
of Accounts and Vote Calculation
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II.
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Design
and Preparation of Proxy and Stock Order Forms
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Page 2
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III.
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Organization
and Supervision of the Conversion Center
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IV.
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Proxy
Solicitation and Special Meeting Services
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Each
of these services is further described in Appendix A to this
agreement.
For
its services hereunder, the Company agrees to pay Sandler
O’Neill a fee of $10,000. This fee is based
upon the requirements of current regulations and the Plan as
currently contemplated. Any unusual or additional
items or duplication of service required as a result of a
material change in the regulations or the Plan or a material
delay or other similar events may result in extra charges that
will be covered in a separate agreement if and when they
occur. All fees under this agreement shall be
payable in cash, as follows: (a) $10,000 payable upon
execution of this agreement, which shall be non-refundable;
and (b) the balance upon the completion of the
Offerings.
COSTS AND EXPENSES
In
addition to any fees that may be payable to Sandler
O’Neill hereunder, the Company agrees to reimburse
Sandler O’Neill, upon request made from time to time,
for its reasonable out-of-pocket expenses incurred in
connection with its engagement hereunder, regardless of
whether the Offerings are consummated, including, without
limitation, travel, lodging, meals, telephone, postage and
other similar expenses; provided, however
, that Sandler O’Neill shall document such expenses to
the reasonable satisfaction of the Company. It is
understood that all expenses associated with the operation of
the Conversion Center will be borne by the
Company.
RELIANCE ON INFORMATION PROVIDED
The
Company will provide Sandler O’Neill with such
information as Sandler O’Neill may reasonably require to
carry out its duties. The Company recognizes and
confirms that Sandler O’Neill (a) will use and rely on
such information in performing the services contemplated by
this agreement without having independently verified the same,
and (b) does not assume responsibility for the accuracy or
completeness of the information. The Company will
also inform Sandler O’Neill within a reasonable period
of time of any changes in the Plan that requir
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