<PAGE>
EXHIBIT 1.2
CITIZENS FIRST BANCORP, INC.
Up to 6,670,000 Shares
of
Common Stock
(Par Value $.01 Per Share)
$10.00 Per Share
SALES AGENCY AGREEMENT
----------------------
___________, 2001
Trident Securities
4601 Six Forks Road, Suite 400
Raleigh, North Carolina 27609
Dear Sirs:
Citizens First Bancorp, Inc., a Delaware corporation ("Company"), and
Citizens First Savings Bank, a Michigan-chartered state savings bank
("Institution"), hereby confirm as of the date above their respective agreements
with Trident Securities, a Division of McDonald Investments 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. Introduction. The Institution intends to convert from a state-
------------
chartered mutual savings bank to a state-chartered stock savings bank as a
wholly-owned subsidiary of the Company (together with the Offerings, as defined
below, the issuance of shares of common stock of the Institution to the Company,
and the incorporation of the Company, collectively the "Conversion") pursuant to
a plan of conversion adopted on September 19, 2000 and amended December 4, 2000.
In accordance with the Plan, the Company is offering shares of its common stock,
par value $.01 per share (the "Shares" or the "Common Stock"), pursuant to
nontransferable subscription rights in a subscription offering ("Subscription
Offering") to certain depositors and borrowers of the Institution and the
Institution's Employee Stock Ownership Plan (the "ESOP"). Shares of the Common
Stock not sold in the Subscription Offering are being offered to the general
public in a direct community offering, with preference being given to natural
persons residing in Huron, Lapeer, Sanilac, and St. Clair Counties of Michigan
(the "Community Offering") and, if necessary, through a syndicate of registered
broker-dealers managed by Trident in a syndicated community offering (the
"Syndicated Community Offering"). The Subscription Offering, the Community
Offering and the Syndicated Community Offering are collectively referred to as
the "Offerings." Purchases of Shares in the Offerings are subject to certain
limitations and restrictions as described in the Plan.
<PAGE>
Trident Securities
Page 2
The Company and the Institution have been advised by Trident that it will
utilize its best efforts to assist the Company and the Institution with the sale
of the Shares in the Offerings. Prior to the execution of the 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 Institution, the Shares and the
Conversion.
2. Representations and Warranties.
------------------------------
(a) The Company and the Institution jointly and severally represent
and warrant to Trident that:
(i) The Company has filed with the Commission a registration
statement, including a prospectus relating to the Offerings and
exhibits, and an amendment or amendments thereto, on Form S-1
(No. 333-49234) for the registration of the Shares under the
Securities Act of 1933, as amended ("Securities Act"); and such
registration statement has been declared effective under the
Securities Act and no stop order has been issued with respect thereto
and no proceedings therefor have been initiated or, to the best
knowledge of the Company and the Institution, 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 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 any prospectus filed by the Company with the Commission
pursuant to Rule 424(b) of the general rules and regulations of the
Commission under the Securities Act (together with the enforceable
published policies, releases and actions of the Commission thereunder,
hereinafter referred to as the "Securities Act 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. The Registration Statement complies in all material
respects with the Securities Act and the Securities Act Regulations.
(ii) The Institution has filed an Application for Conversion,
including exhibits (as amended or supplemented, the "Conversion
Application") with the Michigan Office of Financial and Insurance
Services (the "Office") pursuant to Michigan law and the rules and
regulations of the Office ( the "Office Regulations"), which has been
approved by the Office; and the Prospectus and the proxy statement for
the
<PAGE>
Trident Securities
Page 3
solicitation of proxies from members of the Institution for the
special meeting to approve the Plan ("Proxy Statement") included as
part of the Conversion Application have been approved for use by the
Office. The Company has filed with the Office of Thrift Supervision
("OTS") an Application H-(e)1-S for the acquisition of the issued and
outstanding common shares of stock to be issued by the Bank, and has
received approval of such acquisition from the Office of Thrift
Supervision. No order has been issued by the Office preventing or
suspending the use of the Prospectus or Proxy Statement, and no action
by or before the Office or any court or other tribunal challenging or
seeking to challenge the Office's approval of the use of the
Prospectus or Proxy Statement or its approval of the Conversion
Application or Holding Company application is pending, or to the best
knowledge of the Company and the Institution, threatened. The Federal
Deposit Insurance Corporation has provided the Institution and Company
with a written notice of its intent not to object to the plan of
conversion or its implementation, subject to approval thereof by the
voting members of the Institution.
(iii) As of the date thereof (i) the Registration Statement and the
Prospectus complied as to form with the Securities Act and the
Securities Act Regulations, (ii) the Registration Statement 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, in light of the circumstances under which they
were made, not misleading, and (iii) the Prospectus 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
conformity with written information relating to Trident furnished to
the Company or the Institution by or on behalf of Trident and
expressly provided for use in the Registration Statement or
Prospectus.
(iv) The Company has been duly incorporated as a Delaware corporation
and the Institution has been duly organized as a mutual savings bank
under the laws of Michigan, and each of them is validly existing and
in good standing under the laws of its jurisdiction of organization
with full power and authority to own its property and conduct its
business as described in the Registration Statement and Prospectus;
the Institution is a member in good standing of the Federal Home Loan
Bank of Indianapolis and the deposit accounts of the Institution are
insured by the Savings Association Insurance Fund ("SAIF")
administered by the Federal Deposit Insurance Corporation ("FDIC") up
to the applicable legal limits. The Company is qualified to transact
business as a foreign corporation in the State of Michigan. Each of
the Company and the Institution is qualified to transact business as a
foreign corporation
<PAGE>
Trident Securities
Page 4
in all jurisdictions except those where non-qualification would not
have a Material Adverse Effect on the condition (financial or
otherwise), operations, business, earnings or properties of the
Company, the Institution and any Subsidiary (defined below) considered
as one enterprise ("Material Adverse Effect").
(v) The Institution owns of record and beneficially all of the
outstanding shares of Citizens Financial Services, Inc. (the
"Subsidiary"). The Subsidiary is a corporation duly organized, validly
existing and in good standing under the laws of the State of Michigan
with full power and authority to own its properties and conduct its
business as described in the Prospectus. The Subsidiary is qualified
to do business as a foreign corporation in all jurisdictions except
those where nonqualification would not have a Material Adverse Effect.
(vi) The Company, the Institution and the Subsidiary has good and
marketable 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 liens, charges, encumbrances or restrictions, except for liens for
ad valorem taxes not yet due, except as described in the Prospectus
and except as would not, in the aggregate, have a Material Adverse
Effect; and all of the leases and subleases material to the operations
of the Company, Institution or any Subsidiary, under which it holds
properties, including those described in the Prospectus, are in full
force and effect as described therein.
(vii) The Company, the Institution and the Subsidiary have 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 and 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 Institution and the Subsidiary
are complying therewith in all material respects.
(viii) 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 Institution, and this Agreement is a valid and
binding obligation of each of the Company and the Institution,
enforceable in accordance with its terms except as the enforceability
thereof may be limited by (a) bankruptcy, insolvency, moratorium,
reorganization, conservatorship, receivership or similar laws relating
to or affecting the enforcement of creditors' rights generally or the
rights of creditors of insured financial institutions and their
holding companies, the accounts of whose subsidiaries are insured by
the FDIC; (b) general equity principles, regardless of whether such
principles are applied in a proceeding in equity or at law; (c) laws
relating to the safety and soundness of
<PAGE>
Trident Securities
Page 5
insured depository institutions and their affiliates, and
except to the extent that the provisions of Sections 8 and 9
hereof may be unenforceable as against public policy or by
applicable law, including without limitation, Section_23A of
the Federal Reserve Act, 12 U.S.C. Section 371c ("Section
23A").
(ix) Except as described in the Prospectus, there is no
litigation or governmental proceeding pending or, to the best
knowledge of the Company or the Institution, threatened
against or involving the Company, the Institution or any
Subsidiary, or any of their respective assets which
individually or in the aggregate would reasonably be expected
to have a Material Adverse Effect.
(x) The Company and the Institution each has all power,
authority, authorizations, approvals and orders as may be
required to enter into this Agreement, to carry out the
provisions and conditions hereof and, in the case of the
Company, to issue and sell the Shares to be sold by it as
provided herein, and in the case of the Institution, to issue
and sell the shares of its capital stock to be sold to the
Company as provided in the Plan (subject to the issuance of an
amended charter in the form required for a Michigan-chartered
stock savings bank ("Stock Charter"), the form of which is
filed as an exhibit to the Conversion Application).
(xi) The Company and the Institution have received the
opinions of Muldoon Murphy & Faucette LLP with respect to the
federal income tax consequences of the Conversion, and of
Plante & Moran, LLP with respect to the state income 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 (the "Code"), or
under the laws of Michigan, and will not be a taxable
transaction for the Institution or the Company under the Code
or under the laws of Michigan; and the facts and
representations provided by the Company and the Institution
and relied upon in the rendering of such opinions are accurate
and complete.
(xii) Neither the Company, the Institution nor the Subsidiary
is in violation of any rule or regulation of the Office, the
FDIC or any state department or agency regulating the banking
or other activities of the Company, the Institution or the
Subsidiary that has resulted or could result in any
enforcement action against the Company, the Institution or the
Subsidiary, or their officers or directors, that might have a
Material Adverse Effect.
(xiii) Keller & Company, Inc. the firm that prepared the
independent appraisal included in the Conversion Application,
is independent with respect to the Company, the Institution
and the Subsidiary within the meaning of the applicable Office
and/or FDIC Regulations or interpretations. The Company and
the Institution believe such
<PAGE>
Trident Securities
Page 6
firm to be experienced and expert in providing appraisals of
thrift institutions, and nothing has come to the attention of
the Company or the Institution which has caused either of them
to believe that the appraisal included in the Conversion
Application was not prepared in accordance with the
requirements of the Office Regulations.
(xiv) Plante & Moran, LLP, the firm that certified the
financial statements of the Institution filed as part of the
Registration Statement and the Conversion Application, is
independent with respect to the Company, the Institution and
any Subsidiary as required by the Securities Act, the
Securities Act Regulations, the Code of Professional Ethics of
the American Institute of Certified Public Accountants, and
Title 12 of the Code of Federal Regulations Parts 563c and
571, and nothing has come to the attention of the Company or
the Institution which has caused either of them to believe
that such firm is not independent within the meaning of such
provisions.
(xv) The financial statements and related notes which are
included in the Registration Statement and the Prospectus
fairly present the financial condition, results of operations,
retained earnings and cash flows of the Institution at the
respective dates thereof and for the respective periods
covered thereby and comply as to form with the applicable
accounting requirements of the Securities Act Regulations and
the Office Regulations. Such financial statements have been
prepared in accordance with generally accepted accounting
principles ("GAAP") 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 Institution with the Office,
except as GAAP may otherwise require. The financial tables in
the Prospectus accurately present the information purported to
be shown thereby at the respective dates thereof and for the
respective periods covered thereby.
(xvi) There has been no material change in the financial
condition, results of operations, business, assets or
properties, of the Company, the Institution and the
Subsidiary, 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, the Institution and the
Subsidiary conform in all material aspects to the descriptions
thereof contained in the Prospectus. None of the Company, the
Institution and the Subsidiary, has any material liabilities
of any kind, contingent or otherwise, except as set forth in
the Prospectus.
(xvii) 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
<PAGE>
Trident Securities
Page 7
imposition of any lien, charge or other encumbrance upon any
of the properties or assets of the Company, the Institution or
the Subsidiary pursuant to any of the terms, provisions or
conditions of any agreement, contract, indenture, lease, bond,
debenture, note, instrument or obligation to which the
Company, the Institution or the Subsidiary is a party or by
which any of them or any of their respective assets or
properties may be bound or is subject or any 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, lien, charge,
encumbrance or violation could have a Material Adverse Effect;
all agreements which are material to the financial condition,
results of operations, business, assets or properties of the
Company, the Institution and the Subsidiary, 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 Institution, threatened any action or
proceeding wherein the Company, the Institution or the
Subsidiary would be alleged to be in default thereunder.
(xviii) Neither the Company, the Institution nor the
Subsidiary is in violation of its respective charter,
certificate or articles of incorporation or bylaws. The
execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby by the Company and the
Institution do not conflict with or result in a breach of the
charter, certificate or articles of incorporation or bylaws of
the Company, the Institution (in either mutual or stock form)
or the Subsidiary, or violate, conflict with or constitute a
material breach 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, the Institution or any Subsidiary
pursuant to any of the terms, provisions or conditions of, any
agreement, contract, indenture, lease, bond, debenture, note,
instrument or obligation to which the Company, the Institution
or the Subsidiary is a party (other than the establishment of
a liquidation account pursuant to the Plan) or violate any
governmental license or permit or any law, administrative
regulation or order or court order, writ, injunction or decree
(subject to the satisfaction of certain conditions imposed by
the Office and FDIC in connection with their approval of, or
notice of intent not to object to, the Conversion
Application), which breach, default, encumbrance or violation
could have a Material Adverse Effect.
(xix) Subsequent to the respective dates as of which
information is given in the Registration Statement and
Prospectus, except as otherwise may be indicated or
contemplated therein, neither the Company, the Institution nor
the Subsidiary has issued any securities which will remain
issued at the Closing Date (as defined below)
<PAGE>
Trident Securities
Page 8
or incurred any liability or obligation, direct or contingent,
or borrowed money, except borrowings or liabilities incurred
in the ordinary course of business, or entered into any other
transaction not in the ordinary course of business and not
consistent with prior practices, which is material in light of
the business of the Company, the Institution and the
Subsidiary, taken as a whole.
(xx) Upon consummation of the Conversion, the authorized,
issued and outstanding equity capital of the Company shall be
within the range set forth in the Prospectus under the heading
"Capitalization", and no equity securities of the Company
shall be outstanding immediately prior to the Closing Date
other than shares of capital stock issued in connection with
the formation of the Company, which shares shall be canceled
on the Closing Date. The issuance 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
as set forth in the Prospectus, shall be validly issued, fully
paid and nonassessable and shall conform in all material
respects 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 with the requirements of applicable
laws and regulations. The issuance and sale of the capital
stock of the Institution to the Company has been duly
authorized by all necessary action of the Institution and the
Company and all appropriate regulatory authorities (subject to
the satisfaction of various conditions imposed by the Office
and FDIC in connection with their approval and/or nonobjection
to the Conversion Application and by the OTS in connection
with its approval of the Form H-(e)1-S), and such capital
stock, when issued in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable and will
conform in all material respects to the description thereof
contained in the Prospectus.
(xxi) 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 such approvals as have been obtained, except for the
declaration of effectiveness by the Commission of any required
post-effective amendment of the Registration Statement not yet
filed, except as may be required by the "blue sky" or
securities laws of various jurisdictions, and except as may be
required by the conditions of the approval of, or
non-objection to, the Conversion Application by the Office and
FDIC.
(xxii) All contracts and other documents required to be filed
as exhibits to the
<PAGE>
Trident Securities
Page 9
Registration Statement, the Conversion Application or the Form
H-(e)1-S have been filed with the Commission, the Office, the
FDIC, the OTS, or each of them, as the case may be.
(xxiii) The Company, the Institution and the Subsidiary 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,
the Institution and the Subsidiary have paid all taxes that
have become due and, to the best of knowledge of the Company
and the Institution, have made adequate reserves for 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.
(xxiv) All of the loans represented as assets of the
Institution as of the most recent date for which financial
condition data is included in the Prospectus meet or are
exempt from all requirements of federal, state or local law
pertaining to lending, including without limitation truth in
lending (including the requirements of Regulation Z and 12
C.F.R. Part 226), 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.
(xxv) The records of depositors, account holders, borrowers
and other members of the Institution delivered to Trident by
the Institution or its agent for use during the Conversion
have been reviewed by the Institution and are believed to be
accurate, reliable and complete.
(xxvi) Neither the Company, the Institution nor the
Subsidiary or, to the best knowledge of the Company and the
Institution, the employees of the Company, the Institution or
the Subsidiary, has made any payment of funds of the Company,
the Institution or the Subsidiary prohibited by law, and no
funds of the Company the Institution or the Subsidiary have
been set aside to be used for any payment prohibited by law.
(xxvii) To the best knowledge of the Company and the
Institution, the Company, the Institution and the Subsidiary
are in compliance with all laws, rules and regulations
relating to environmental protection, and neither the Company,
the Institution nor any Subsidiary 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. There are no actions, suits,
regulatory investigations or other proceedings pending
<PAGE>
Trident Securities
Page 10
or, to the best knowledge of the Company or the Institution,
threatened against the Company, the Institution or the
Subsidiary relating to environmental protection. To the best
knowledge of the Company and the Institution, 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, the
Institution or the Subsidiary or, to the best knowledge of the
Company and the Institution, except as disclosed in the
Prospectus, has occurred on, in or at any of the facilities or
properties owned or leased by the Company, the Institution or
the Subsidiary or on any properties pledged to the Institution
or the Subsidiary as security for any indebtedness, except
such disposal, release or discharge as would not have a
Material Adverse Effect.
(xxviii) All documents delivered by the Company, the
Institution or the Subsidiary or their representatives in
connection with the issuance and sale of the Common Stock,
except for those documents that were prepared by parties other
than the Company, the Institution, the Subsidiary or their
representatives, were, on the dates on which they were
delivered, true, complete and correct in all material
respects.
(xxix) At the Closing Date, the Company and the Institution
will have completed the conditions precedent to, and will have
conducted the Conversion in all material respects in
accordance with, the Plan, Michigan law and the requirements
of the Office, the Regulations of the FDIC and OTS, and all
other applicable laws, regulations, published decisions and
orders, including all terms, conditions, requirements and
provisions precedent to the Conversion imposed by any of the
foregoing.
(b) Trident represents and warrants to the Company and the
Institution that:
(i) Trident is registered as a broker-dealer with the
Commission and a member of the NASD 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 Institution
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'
<PAGE>
Trident Securities
Page 11
rights generally or the rights of creditors of registered
broker-dealers whose accounts may be protected by the
Securities Investor Protection Corporation or by general
equity principles, regardless of whether such principles are
applied 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 by applicable law,
including, without limitation, Section 23A).
(iv) Trident and, to Trident's best 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 so registered in
such jurisdiction 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 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 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 which breach, default or violation could
have a material adverse effect on the condition (financial or
otherwise), operations, business, assets or properties of
Trident or its ability to perform its obligations under this
Agreement.
(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 ("Exchange Act").
(vii) No action or proceeding against Trident before the
Commission, the NASD, any state securities commission, or any
state or federal court is pending or, to Trident's best
knowledge, threatened 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 Institution hereby
employ Trident as their agent to utilize its best efforts to assist the Company
with the Company's sale of the Shares in the Offerings, and Trident hereby
accepts such employment. The employment of Trident hereunder shall terminate (a)
forty-five (45) days after the Subscription Offering closes, unless the Company
and the Institution, with the
<PAGE>
Trident Securities
Page 12
approval of the Office, if required, 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 5,669,500 Shares
(or such lesser amount as the Office may permit) within the period of Trident's
employment, this Agreement shall terminate, and the Company and the Institution
shall refund promptly to any persons who have subscribed for any of the Shares,
the full amount which they 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 3(c)
and 3(d) below and Sections 6, 8, 9 and 10 hereof. Appropriate arrangements for
placing the funds received from subscriptions for Shares in special interest-
bearing accounts with the Institution until all Shares are sold and paid for
will be made prior to the commencement of the Subscription Offering, with
provision for prompt refund to the purchasers as set forth above, or for
delivery to the Company if all Shares are sold.
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 for such Shares on or as soon as possible following
the Closing Date against payment to the Company by any means authorized pursuant
to the Prospectus, at the principal executive office of the Institution or at
such other place as shall be agreed upon between the parties hereto. The date
upon which the Company shall release or deliver the Shares sold in the
Offerings, in accordance with the terms hereof, is herein called the "Closing
Date."
Trident agrees either (a) upon receipt of an executed order form of a
subscriber to forward to the Institution for deposit in a segregated account the
offering price of the Common Stock ordered on or before twelve noon on the next
business day following receipt of an order form by Trident 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
acknowledgments 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 Institution 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.
The Company and the Institution agree to pay Trident the following
compensation and expense reimbursement for its services hereunder:
(a) A records management fee in the amount of $40,000. Such fee shall be
paid in
<PAGE>
Trident Securities
Page 13
next-day funds on the Closing Date.
(b) A commission equal to one and one-half percent (1.5%) of the
aggregate dollar amount of the Shares sold in the Subscription
Offering, Community Offering and Syndicated Community Offering
(excluding Shares sold to the Institution's directors, executive
officers and their "Associates", as defined in the Plan, and shares
sold to the ESOP). For stock sold by other NASD member firms in the
Syndicated Community Offering under selected dealers agreements an
additional commission, not in excess of four and one-half percent
(4.5%), on the aggregate dollar amount of any common stock sold in
such Syndicated Community Offering shall be agreed upon jointly by
Trident and the Institution to reflect market requirements at the time
of the stock allocation in such Syndicated Community Offering. All
such fees shall be paid in next-day funds on the Closing Date.
(c) Reimbursement for all allocable out-of-pocket expenses, including
but not limited to travel, food, lodging and legal fees, incurred by
Trident whether or not the Conversion is consummated; provided,
however, that the total of such reimbursable fees will not exceed
$75,000 and that neither the Company nor the Institution shall
reimburse Trident for any of the foregoing expenses accrued after
Trident shall have notified the Company or the Institution of its
election to terminate this Agreement pursuant to Section 11 hereof or
after such time as the Company or the Institution shall have given
notice in accordance with Section 12 hereof that Trident is in breach
of this Agreement. Full reimbursement of Trident shall be made in
next-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
detailing its allocable expenses. Trident acknowledges receipt of a
$20,000 advance payment from the Institution, which shall be credited
against the total reimbursement due Trident hereunder.
(d) Reimbursement for any expenses of the Company and the Institution
set forth in Section 6 hereof to the extent paid by Trident on behalf
of the Company or the Institution. Full reimbursement shall be made in
next-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 and the Institution of a written
request from Trident detailing such expenses.
4. Offering. Subject to the provisions of Section 7 hereof, Trident
--------
is assisting the Company and the Institution on a best efforts basis in offering
a minimum of 5,669,500 and a maximum of 7,670,500 Shares, subject to adjustment
up to 8,821,075 Shares, in the Offerings, subject to such other adjustments as
may be permitted by the Office and/or the FDIC. 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.
<PAGE>
Trident Securities
Page 14
5. Further Agreements. The Company and the Institution jointly and
------------------
severally covenant and agree that:
(a) Subsequent to the respective dates as of which information is
given in the Registration Statement and Prospectus and through and
including the Closing Date, except as otherwise may be indicated or
contemplated therein, neither the Company, the Institution nor the
Subsidiary will issue any securities which will remain issued at the
Closing Date or incur any liability or obligation, direct or
contingent, or borrow money, except borrowings or liabilities in the
ordinary course of business, or enter into any other transaction not
in the ordinary course of business and consistent with prior
practices, which is material in light of the financial condition or
operations of the Company, the Institution and any Subsidiary, taken
as a whole.
(b) 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 (other than
shares of Common Stock issued in connection with the initial
capitalization of the Company, which shares will be canceled upon
consummation of the Conversion), and the certificates
representing the Shares will conform in all material respects
with the requirements of applicable laws and regulations.
(c) Upon amendment of the Institution's charter and bylaws as
provided in the Office Regulations and completion of the sale by the
Company of the Shares as contemplated by the Prospectus, (i) the
Institution will be converted pursuant to the Plan to a Michigan-
chartered capital stock savings bank 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 Institution will be owned of record and beneficially by the
Company, and (iii) the Company will have no direct subsidiaries other
than the Institution.
(d) 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.
(e) The Company will notify Trident immediately, 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,
(iv) of the receipt of any comments from the staff of the Commission
relating to the Registration Statement and
<PAGE>
Trident Securities
Page 15
(v) of the issuance by the Office of any stop order relating to the
Conversion or the use of the Prospectus or Proxy Statement or the
initiation or threat of any proceedings for that purpose. If the
Commission enters a stop order relating to the Registration Statement
at any time, the Company will make every reasonable effort to obtain
the lifting of such order at the earliest possible moment.
(f) During the time when a prospectus is required to be delivered
under the Securities Act, the Company will comply with all
requirements imposed upon it by the Securities Act and by the
Securities Act Regulations 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, the Institution
or any Subsidiary, shall occur as a result of which it is necessary,
in the reasonable opinion of counsel for Trident after consultation
with counsel for the Company and the Institution, 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 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 reasonably 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 unless
Trident has been first 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 Institution shall
furnish such information with respect to themselves as Trident from
time to time may reasonably request.
(g) The Company and the Institution will take all necessary action
and furnish to appropriate counsel such information as may be required
to qualify or register the Shares for offer and sale by the Company
under the securities or blue sky laws of such jurisdictions as Trident
and 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.
(h) Appropriate entries will be made in the financial records of the
Institution to establish a liquidation account in accordance with the
Office Regulations.
<PAGE>
Trident Securities
Page 16
(i) The Company will file a registration statement for the Common
Stock under Section 12(b) or Section 12(g) of the Exchange Act, as
applicable, prior to completion of the Offerings and shall request
that such registration statement be effective upon or before
completion of the Conversion. The Company shall maintain the
effectiveness of such registration for a minimum period of three (3)
years or for such shorter period as may be required by applicable law.
(j) 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 Securities Act Regulations)
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.
(k) 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.
(l) The Company will use the net proceeds from the sale of the Shares
in the manner set forth in the Prospectus.
(m) The Company will 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.
(n) The Company and the Institution will advise Trident as to the
allocation of the deposits of the Institution's depositors and as to
the allocation of votes of its voting members, and in the event of an
oversubscription for Shares in the Offerings, will determine and
provide Trident with final instructions as to the allocation of the
Shares and such information shall be accurate, reliable and complete.
Trident shall be entitled to rely upon such information and
instructions and shall have no liability related to its reliance
thereon, including, without limitation, any liability for or related
to any denial or satisfaction of any subscription in whole or in part.
(o) The Company and the Institution will take such actions and
furnish such information as are reasonably requested by Trident in
order for Trident to comply with the NASD's "Interpretation Relating
to Free-Riding and Withholding."
<PAGE>
Trident Securities
Page 17
(p) At the Closing Date, the Company and the Institution will have
completed all conditions precedent to, and shall have conducted the
Conversion in all material respects in accordance with, the Plan,
Michigan law, and with the Regulations and requirements of the Office,
FDIC and OTS, 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
and/or FDIC.
(q) The Company will use its best efforts to obtain approval for and
maintain quotation of its shares of common stock on the Nasdaq
National Market effective on or prior to the Closing Date.
(r) The Company will not sell or issue, contract to sell or otherwise
dispose of, for a period of 90 days after the Closing Date, without
Trident's prior written consent, any shares of common stock other than
as described in the Prospectus.
(s) The Company and the Institution will maintain appropriate
arrangements for depositing all funds received from persons mailing
subscriptions for or orders to purchase Common Stock in the
Subscription and Community Offerings on an interest bearing basis at
the rate described in the Prospectus until the Closing Date and
satisfaction of all conditions precedent to the delivery of
certificates for the Shares to subscribers or until refunds of such
funds have been made to the persons entitled thereto in accordance
with the Plan and as described in the Prospectus.
(t) The Company and Institution will conduct the Conversion in
accordance with the Plan, the Office Regulations and all other
applicable laws, regulations, decisions, approvals and orders,
including all terms, conditions, requirements and provisions precedent
to the Conversion.
6. Payment of Expenses. Whether or not the Conversion is
-------------------
consummated, the Company and the Institution shall pay all expenses of the
Conversion without reference to the expense limits of Section 5(c), including,
but not limited to, the following expenses: (a) all regulatory filing fees,
including but not limited to those payable to the Commission, the Office, state
blue sky authorities and the NASD (including fees payable to the NASD for
Trident's filing pursuant to the NASD Corporate Finance Rule), (b) all stock
issue and transfer taxes which may be payable with respect to the sale of the
Shares, (c) attorneys' fees of the Company and the Institution, (d) attorneys'
fees relating to any required state blue sky laws research and filings, [(e)
telephone charges,] [(f) air freight,] [(g) rental equipment,] [(h) supplies,]
(i) transfer agent and registrar fees and expenses, (j) auditing and accounting
fees and expenses, (k) fees for appraisals and business plans, [(l) conversion
agent charges,] (m) costs of printing and mailing all documents necessary in
connection with the Conversion, and [(n) slide production expenses in connection
with any community investor meetings to be held in connection with the
Conversion.]
<PAGE>
Trident Securities
Page 18
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 Institution of their obligations hereunder,
and to the following conditions:
(a) On the Closing Date, Trident shall receive the favorable opinion
of Muldoon Murphy & Faucette LLP special counsel for the Company and
the Institution, dated the Closing Date, addressed to Trident, in form
and substance satisfactory to counsel for Trident and stating that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware; the Institution is duly organized and validly
existing as a mutual savings bank under the laws of the State of
Michigan; and the Company and the Institution have full power and
authority to own their properties and conduct their businesses as
described in the Prospectus;
(ii) the Institution is a member of the Federal Home Loan Bank
of Indianapolis, and the deposit accounts of the Institution are
insured by the SAIF up to the applicable legal limits, and to
such counsel's Actual Knowledge, no actions or proceedings are
pending or threatened to revoke such membership or insurance
coverage;
(iii) to such counsel's Actual Knowledge, the Institution has
no direct or indirect subsidiary corporations, except as set
forth in the Prospectus;
(iv) neither the Company nor the Institution is required to be
registered as an investment company under the Investment Company
Act of 1940;
(v) the Company is qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the
ownership or leasing of its properties or the conduct of its
business of which such counsel has Actual Knowledge requires such
qualification, unless the failure to be so qualified would not
reasonably be expected to have a Material Adverse Effect;
(vi) the Plan has been duly adopted by the Boards of Directors
of the Institution and the Company and approved by the members of
the Institution; the Plan complies in all material respects with,
and to such counsel's Actual Knowledge, the Conversion has been
effected by the Company and the Institution in all material
<PAGE>
Trident Securities
Page 19
respects in accordance with, the laws of Michigan, and the
applicable requirements and Regulations of the Office, the FDIC
and the OTS, with all applicable approvals or notices of
intention not to object having been issued by each of same; to
such counsel's Actual Knowledge, all of the terms, conditions,
requirements and provisions with respect to the filing or
submission of certain required reports or other materials by the
Company or the Institution, have been complied with by the
Company and the Institution in all material respects except for
reports and items required to be filed or submitted after the
Closing Date; and, to such counsel's Actual Knowledge, no person
has sought to obtain regulatory or judicial review of the final
action of the Office or the FDIC in approving (or issuing notice
of intent not to object) the Plan;
(vii) the Company has authorized Common Stock as set forth in
the Registration Statement and the Prospectus, and the
description thereof in the Registration Statement and the
Prospectus is accurate and complete in all material respects;
(viii) upon the effectiveness of the Institution's Stock Charter
and Bylaws in accordance with the Office Regulations and the
completion of the sale by the Company of the Shares as
contemplated by the Prospectus and Plan, (a) the Institution will
be converted pursuant to the Plan to a Michigan-chartered capital
stock savings bank, with full power and authority to own its
property and conduct its business as described in the Prospectus,
and (b) all of the outstanding capital stock of the Institution
will be owned of record and, to such counsel's Actual Knowledge,
beneficially by the Company free and clear of all material liens,
charges, encumbrances and restrictions;
(ix) the issuance and sale of the Shares have been duly
authorized by all necessary corporate action on the part of the
Company; the Shares, upon receipt of consideration and issuance
in accordance with the terms of the Plan and this Agreement, will
be validly issued, fully paid, nonassessable and, except as
disclosed in the Prospectus, free of statutory preemptive rights,
and purchasers of such shares from the Company, upon issuance
thereof against payment therefor, will acquire such shares to
such counsel's Actual Knowledge free and clear of all material
claims, encumbrances, security interests and liens created by the
Company;
(x) the certificates for the Shares comply in all material
respects with the applicable law of the jurisdiction in which the
Company is incorporated;
(xi) the issuance and sale of the capital stock of the
Institution to the Company have been duly authorized by all
necessary corporate action of the Institution and the Company and
have received the approval of the Office, and such capital stock,
upon
<PAGE>
Trident Securities
Page 20
receipt of payment and issuance in accordance with the terms of
the Plan, will be validly issued and fully paid and, except as
disclosed in the Prospectus, free of preemptive rights; the
Company upon issuance thereof against payment to the Institution
of a portion of the net proceeds from the sale of the Shares,
will acquire such shares which, to such counsel's Actual
Knowledge, are free and clear of all material claims,
encumbrances, security interests and liens;
(xii) subject to the satisfaction of the conditions to the
Office's approval and the FDIC notice of intention not to object
to the Conversion Application and the OTS's approval of the H-
(e)1-S, no further approval, authorization, consent or other
order of or action by any regulatory agency is required in
connection with the execution and delivery of this Agreement, the
issuance and sale of the Shares and the consummation of the
Conversion, except with respect to the issuance of the
Institution's Amended and Restated Articles of Incorporation by
the Office, and except as may be required under the blue sky
securities laws of various jurisdictions and the regulations of
the NASD (as to which no opinion need be rendered in such
letter);
(xiii) the execution and delivery of this Agreement and the
consummation of the Conversion have been duly authorized by all
necessary corporate action on the part of each of the Company and
the Institution, and this Agreement is a legal, valid and binding
obligation of each of the Company and the Institution,
enforceable in accordance with its terms except as the
enforceability thereof may be limited by (i) bankruptcy,
insolvency, moratorium, reorganization, receivership,
conservatorship or other similar laws relating to or affecting
the enforcement of creditors' rights generally or the rights of
creditors of depository banks whose accounts are insured by the
FDIC or savings and loan holding companies the accounts of whose
subsidiaries are insured by the FDIC; (ii) general equity
principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law; or (iii) laws
relating to the safety and soundness of insured depository banks
and their affiliates, and except to the extent that the
provisions of Sections 8 and 9 hereof may be unenforceable as
against public policy or applicable law, including but not
limited to, Section 23A;
(xiv) except as set forth in the Prospectus, to such counsel's
Actual Knowledge, the Institution is not in violation of any
directive from the Office or FDIC to make any change in the
method of conducting its business and there are no legal or
governmental proceedings pending or threatened against or
involving the assets of the Company or the Institution, which
violation or proceedings would reasonably be expected to have a
Material Adverse Effect (provided that for this purpose such
counsel need not regard any litigation or governmental proceeding
to be "threatened"
<PAGE>
Trident Securities
Page 21
unless the potential litigant or government authority has
manifested to the management of the Company or the Institution,
or to such counsel, a present intention to initiate such
litigation or proceeding);
(xv) the statements in the Prospectus under the captions
"Regulation and Supervision," "Federal and State Taxation on
Income -- Federal Income Taxation," "Citizens First Bancorp's
Dividend Policy," "Restrictions on Acquisition of Citizens First
Bancorp and Citizens First Savings Bank," "Regulatory Capital
Compliance" and "Description of Citizens First Bancorp Capital
Stock," insofar as they are, or refer to, statements of federal
law or legal conclusions (excluding financial or statistical data
or stock valuation information included therein, as to which an
opinion need not be expressed), have been prepared or reviewed by
such counsel and are accurate in all material respects;
(xvi) the Conversion Application has been approved by the
Office; the Registration Statement and any post-effective
amendment thereto have been declared effective by the Commission;
and no proceedings are pending by or before the Commission, the
Office or the OTS seeking to revoke or rescind the orders
declaring the Registration Statement or any post-effective
amendment thereto effective or approving (or providing notice of
an intent not to object to) the Conversion Application or the H-
(e)1-S and, to such counsel's Actual Knowledge, no such
proceedings are contemplated or threatened (provided that for
this purpose such counsel need not regard any litigation or
governmental proceeding to be "threatened" unless the potential
litigant or government authority has manifested to the management
of the Company or the Institution, or to such counsel, a present
intention to initiate such litigation or proceeding);
(xvii) the execution and delivery of this Agreement and the
consummation of the Conversion by the Company and the Institution
do not (i) violate or conflict with the charter, certificate of
incorporation or bylaws of the Company or the Institution (in
either mutual or stock form) or (ii) violate Michigan law or
Regulations or interpretations of the Office or the FDIC or, to
such counsel's Actual Knowledge, any law or administrative
regulation or any court order, writ, injunction or decree to
which the Company and the Institution is a party (subject to the
satisfaction of certain post-closing conditions imposed by the
Office in connection with its approval of the Conversion
Application and the Holding Company Application);
(xix) the Conversion Application, the Form H-(e)1-S, the
Registration Statement, the Prospectus and the Proxy Statement,
in each case, as amended and supplemented, comply as to form in
all material respects with the requirements of the Securities
Act, the Regulations and requirements of the Office, the FDIC and
the OTS, as the case
<PAGE>
Trident Securities
Page 22
may be (except as to information provided in writing by Trident
with respect to Trident included therein and financial
statements, notes to financial statements, financial tables and
other financial and statistical data and appraisal information
included therein, as to which no opinion need be rendered); to
such counsel's Actual Knowledge, all documents and exhibits
required to be filed with the Conversion Application, the Form H-
(e)1-S and the Registration Statement have been so filed; and the
descriptions in the Conversion Application and the Registration
Statement of such documents and exhibits are accurate in all
material respects.
In rendering such opinions, such counsel may rely as to certain
matters of fact on certificates of executive officers and directors of
the Company and the Institution and certificates of public officials
delivered pursuant hereto. Such counsel may assume that any agreement
is the valid and binding obligation of any parties to such agreement
other than the Company and the Institution. As used in such counsel's
opinion, the phrase "Actual Knowledge" shall mean the conscious
awareness of facts or other information by Lawrence M.F. Spaccasi,
John R. Hall, Eric S. Kracov, Scott A. Brown, Roy Brownell, and
Christina M. Gattuso, who are all the lawyers employed by such counsel
who have had active involvement in representing the Company or the
Institution, and except to the extent stated in such opinion, such
counsel will not be deemed to have undertaken any independent
investigation or inquiry to determine the existence or absence of any
facts. For purposes of such opinion, no proceeding shall be deemed to
be pending, no order or stop order shall be deemed to be issued, and
no action shall be deemed to be instituted unless, in each case, a
director or executive officer of the Company or the Institution, or
its counsel, shall have received a copy of such proceeding, order,
stop order or action. Such opinion may be limited to statutes,
regulations and judicial interpretations and to facts as they exist as
of the date of such opinion. In rendering such opinion, such counsel
need assume no obligation to revise or supplement it should such
statutes, regulations and judicial interpretations be changed
thereafter by legislative or regulatory action, judicial decision or
otherwise.
(b) On the Closing Date, Trident shall receive the favorable opinion
of Davidson Staiger and Hill, P.C., local counsel for the Institution
and the Subsidiary, dated the Closing Date, addressed to Trident, in
form and substance satisfactory to counsel for Trident and stating
that:
(i) the Subsidiary is duly organized and validly existing as
a corporation in good standing under the laws of Michigan; and
the Subsidiary has full power and authority to own its properties
and conduct its businesses as described in the Prospectus;
(ii) the Institution and the Subsidiary are each duly
qualified to do business and are in good standing as a foreign
corporation in each jurisdiction where the ownership or leasing
of its properties or the conduct of its business of which such
<PAGE>
Trident Securities
Page 23
counsel has Actual Knowledge requires such qualification, unless
the failure to be so qualified would not reasonably be expected
to have a Material Adverse Effect;
(iii) to such counsel's Actual Knowledge, the Institution and
the Subsidiary have obtained all licenses, permits and other
governmental authorizations required for the conduct of their
businesses as described in the Prospectus, except where the
failure to obtain such licenses, permits or governmental
authorizations would not reasonably be expected to have a
Material Adverse Effect; to such counsel's Actual Knowledge, all
of the leases and subleases material to the business of the
Institution or the Subsidiary under which the Institution or the
Subsidiary holds properties are in full force and effect;
(iv) the execution and delivery of this Agreement and the
consummation of the Conversion by the Institution do not, to such
counsel's Actual Knowledge, constitute a 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
Institution violate or conflict with the certificate of
incorporation or bylaws of the Subsidiary or the Subsidiary
pursuant to any of the terms, provisions or conditions of, any
agreement, contract, indenture, bond, lease, debenture, note,
instrument or obligation to which the Institution or the
Subsidiary is a party (other than the required establishment of
the liquidation account pursuant to the Plan) which in any such
event would reasonably be expected to result in a Material
Adverse Effect;
(v) to such counsel's Actual Knowledge, there has been no
violation of any provision of the Institution's or the
Subsidiary's charter, certificate of incorporation, articles of
incorporation or bylaws or breach or default (or the occurrence
of any event which, with notice or lapse of time or both, would
constitute a default) by the Institution or the Subsidiary under
any agreement, contract, indenture, lease, bond, debenture, note,
instrument or obligation to which the Institution or the
Subsidiary is a party or by which any of them or any of their
respective assets or properties may be bound, or violation of any
license, permit, law, administrative regulation or order, court
order, injunction or decree which violation, breach or default
would reasonably be expected to have a Material Adverse Effect;
In rendering such opinions, such counsel may rely as to certain
matters of fact on certificates of executive officers and directors of
the Company, the Institution and the Subsidiary and certificates of
public officials delivered pursuant hereto. Such counsel may assume
that any agreement is the valid and binding obligation of any parties
to such agreement other than the Company, the Institution and the
Subsidiary. As used in such
<PAGE>
Trident Securities
Page 24
counsel's opinion, the phrase "Actual Knowledge" shall mean the
conscious awareness of facts or other information by David C.
Devendorf who is the only lawyer employed by such counsel who have had
active involvement in representing the Company, the Institution or the
Subsidiary, and except to the extent stated in such opinion, such
counsel will not be deemed to have undertaken any independent
investigation or inquiry to determine the existence or absence of any
facts. For purposes of such opinion, no proceeding shall be deemed to
be pending, no order or stop order shall be deemed to be issued, and
no action shall be deemed to be instituted unless, in each case, a
director or executive officer of the Company, the Institution or the
Subsidiary, or its counsel, shall have received a copy of such
proceeding, order, stop order or action. Such opinion may be limited
to statutes, regulations and judicial interpretations and to facts as
they exist as of the date of such opinion. In rendering such opinion,
such counsel need assume no obligation to revise or supplement it
should such statutes, regulations and judicial interpretations be
changed thereafter by legislative or regulatory action, judicial
decision or otherwise.
(c) At the Closing Date, Trident shall receive the letter of Muldoon
Murphy & Faucette LLP special counsel for the Company and the
Institution, dated the Closing Date, addressed to Trident, in form and
substance reasonably satisfactory to counsel for Trident and to the
effect that: (i) nothing has come to such counsel's attention that
would lead it to believe that the Registration Statement, as amended
or supplemented (except as to information in respect of Trident
contained therein and except as to the financial statements, notes to
financial statements, financial tables and other financial and
statistical data and appraisal information contained therein, as to
which such counsel need express no view), at the time it became
effective and at the time any post-effective amendment thereto became
effective, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading, or that the
Prospectus, as amended or supplemented (except as to information in
respect of Trident contained therein and except as to financial
statements, notes to financial statements, financial tables and other
financial and statistical data and appraisal information contained
therein as to which such counsel need express no view), as of its
date, at the time the Prospectus was filed with the Commission under
Rule 424(b) of the Securities Act regulations and at the Closing Date,
contained any untrue statement of a material fact or omitted to state
a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading (in
issuing such letter, such counsel may indicate that it has not
confirmed the accuracy or completeness of or otherwise verified the
factual information contained in the Registration Statement or the
Prospectus and that it does not assume any responsibility for the
accuracy or completeness thereof.)
(d) 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
<PAGE>
Trident Securities
Page 25
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 Institution regarding
the authorization of this Agreement and the transactions contemplated
hereby.
(e) Prior to and at the Closing Date, in the reasonable opinion of
Trident, (i) there shall have been no material adverse change in the
financial condition, results of operations, business or prospects of
the Company, the Institution and the Subsidiary, taken as a whole,
since the latest date as of which such condition is set forth in the
Prospectus, except as referred to or contemplated therein; (ii) there
shall have been no transaction entered into by the Company, the
Institution or the Subsidiary after the latest date as of which the
financial condition of the Company or the Institution 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, the Institution
and the Subsidiary, taken as a whole; (iii) none of the Company, the
Institution nor the Subsidiary shall have received from the Office,
Commission, FDIC or OTS any directive (oral or written) to make any
change in the method of conducting their respective businesses which
is material to the business of the Company, the Institution and the
Subsidiary, 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, the Institution or
the Subsidiary or affecting any of their respective assets, wherein an
unfavorable decision, ruling or finding could have a Material Adverse
Effect; and (v) the Shares shall have been qualified or registered for
offering and sale by the Company under the securities or blue sky laws
of such jurisdictions as Trident and the Company shall have agreed
upon.
(e) On the Closing Date, Trident shall receive a certificate of the
principal executive officer and the principal financial officer of
each of the Company and the Institution, dated the Closing Date, to
the effect that: (i) they have examined the Prospectus, and the
Prospectus does 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, the Institution
or the Subsidiary; (ii) since the date the Prospectus became
authorized for final 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 adverse change in the business, financial condition, or
results of operations of the Company, the Institution or the
Subsidiary, and the conditions set forth in clauses (i) through (v)
inclusive of subsection (d) of this Section 7 have been satisfied;
(iii) to the best knowledge of such officers, no order or direction
has been issued by the Commission, the Office, or the FDIC to suspend
the Offerings or the effectiveness of the Prospectus, and no action
for such purposes has been instituted or threatened by the Commission,
the Office, or the FDIC; (iv)
<PAGE>
Trident Securities
Page 26
to the best knowledge of such officers, no person has sought to obtain
review of the final action of the Office approving, or of the FDIC in
not objecting to, 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.
(f) At the Closing Date, Trident shall receive, among other
documents, (i) copies of the letters from the Office approving the
Conversion, (ii) a copy of the order of the Commission declaring the
Registration Statement effective; (iii) a copy of the certificate from
the Office evidencing the corporate existence of the Institution; (iv)
copies of the certificate from the FDIC evidencing the insured status
of the Institution and of the notice of the FDIC's intention not to
object to implementation of the plan of conversion; (v) a copy of the
letter from the appropriate state authority evidencing the
incorporation (and, if generally available from such authority, good
standing) of the Company and the Subsidiary (vi) a copy of the
charter, certificate of incorporation or articles of incorporation of
the Company and the Subsidiary, each certified by the appropriate
state governmental authority; and (vii) if available, a copy of the
letter from the Office approving the Institution's Stock Charter.
(g) As soon as available after the Closing Date, Trident shall
receive a certified copy of the Institution's Stock Charter as
executed by the appropriate governmental authority.
(h) Concurrently with the execution of this Agreement, Trident
acknowledges receipt of a letter from Plante & Moran, LLP, independent
certified public accountants, addressed to Trident and the Company, in
substance and form reasonably satisfactory to counsel for Trident,
with respect to the financial statements of the Institution and
certain financial information contained in the Prospectus.
(i) At the Closing Date, Trident shall receive a letter from Plante &
Moran, LLP, independent certified public accountants, dated the
Closing Date and addressed to Trident and the Company, in form and
substance reasonably satisfactory to counsel for Trident, confirming
the statements made by such accountants in the letter delivered by
them pursuant to the preceding subsection and dated 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 Institution
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
Institution 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
<PAGE>
Trident Securities
Page 27
time of their fulfillment. If Trident terminates this Agreement as aforesaid,
the Company and the Institution shall reimburse Trident for its expenses as
provided in Section 3 hereof.
8. Indemnification.
---------------
(a) The Company and the Institution 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 Securities 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
action, proceeding or claim (whether commenced or threatened) arising
out of or based upon (A) 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 the statements, in light of
the circumstances under which they were made, not misleading contained
in (i) the Registration Statement or the Prospectus or (ii) any
application (including the Conversion Application) or other document
or communication (in this Section 8 collectively called "Application")
prepared or executed by or on behalf of the Company or the Institution
or based upon written information furnished by or on behalf of the
Company or the Institution, filed in any jurisdiction to register or
qualify the Shares under the securities laws thereof or filed with the
Office or Commission with respect to the offering of the Shares,
unless such statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company or the
Institution with respect to Trident by or on behalf of Trident
expressly for use in the Registration Statement or Prospectus or any
amendment or supplement thereto or in any Application, as the case may
be, (B) any written or unwritten statement made to a purchaser of the
Shares by any director, officer or employee of the Company or the
Institution, or (C) the inaccuracy of any representation or warranty
set forth in Section 2(a) above or the breach of any covenant or
agreement of the Company or the Institution set forth herein or (D)
the participation by Trident in the Conversion and the Offering,
provided, however, that this indemnification agreement will not apply
to any loss, liability, claim, damage or expense found in a final
judgment by a court of competent jurisdiction to have resulted from
the bad faith, willful misconduct or gross negligence of any other
party who may otherwise be entitled to indemnification pursuant to
this Section (8)(a); and, provided further, however, that this
indemnification will not apply to any suit action or proceeding
instituted by the Company or the Institution against Trident, its
officers, directors and each person who controls Trident within the
meaning of Section 15 of the act or Section 20(a) of the Exchange Act
to enforce the terms of this Agreement.
(b) The Company shall indemnify and hold Trident harmless for any
liability whatsoever arising out of (i) any instructions given to
Trident as set forth in Section 5(o) above or (ii) any records of
account holders, depositors, borrowers, and other members of the
Institution
<PAGE>
Trident Securities
Page 28
delivered to Trident by the Institution or its agents for use during
the Conversion provided, however that this indemnification shall not
apply to any loss, liability, claim, damage or expense found in a
final judgement of a court of competent jurisdiction to have resulted
primarily from the bad faith, willful misconduct or gross negligence
of Trident.
(c) Trident agrees to indemnify and hold harmless the Company and the
Institution, their officers, directors and employees and each person,
if any, who controls the Company and the Institution within the
meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, to the same extent as the foregoing indemnity from the
Company and the Institution 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, information
furnished in writing to the Company or the Institution 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 or (B)
the inaccuracy of any representation or warranty set forth in Section
2(b) above or the breach of any covenant or agreement of Trident set
forth herein.
(d) Promptly after receipt by an indemnified party under this Section
8 of notice of any action, proceeding or claim (whether commenced or
threatened) 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 such action, proceeding or claim; 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 any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably 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
reasonably 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 there are substantive or procedural issues which raise
conflicts of interest between the indemnified party and 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
<PAGE>
Trident Securities
Page 29
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.
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 Institution other than in accordance with its terms, the Company and
the Institution or Trident shall contribute to the aggregate losses,
liabilities, claims, damages, and expenses of the nature contemplated by said
indemnity agreement incurred by the Company and the Institution or Trident (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Institution 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 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 Institution on the one hand and
Trident on the other hand in connection with the statements, acts 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 Institution on the one hand and Trident on the
other shall be deemed to be in the same proportion as the total net proceeds
from the Conversion received by the Company and the Institution bear to the
total fees received by Trident under this Agreement. The relative fault of the
Company or the Institution on the one hand and Trident on the other shall be
determined by reference to, among other things, whether any 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
Institution 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 Institution 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 fees owed Trident
pursuant to this Agreement exceed the amount of any damages which Trident has
otherwise been required to pay by reason of such untrue or alleged untrue
statement, act, omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation.
<PAGE>
Trident Securities
Page 30
10. Survival of Agreements, Representations and Indemnities. The
-------------------------------------------------------
respective indemnities of the Company and the Institution and Trident and the
representations and warranties of the Company and the Institution 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 Institution
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 Institution and any such controlling persons shall be entitled to the
benefit of the respective agreements, indemnities, warranties and
representations.
11. Termination. The parties may terminate this Agreement by giving
-----------
the notice indicated below in this Section at any time after this Agreement
becomes effective as follows:
(a) Trident may terminate this Agreement 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 Institution 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, financial condition or business of the Company, the
Institution and the Subsidiary, taken as a whole, or if the Company,
the Institution and the Subsidiary, taken as a whole, 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.
(b) Trident may terminate this Agreement in the event of a material
breach of this Agreement by the Company or the Institution at any time
after this Agreement becomes effective if such breach is not cured
within five (5) days after Trident delivers written notice thereof to
the Company and the Institution, and the Company and the Institution
may terminate this Agreement in the event of a material breach of this
Agreement by Trident at any time after this Agreement becomes
effective if such breach is not cured within five (5) days after the
Company or the Institution delivers written notice thereof to Trident.
(c) The Institution 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 Institution shall be
required to fulfill their obligations pursuant to Sections 3, 6, 8,
and 9 of this Agreement.
(d) The Company and the Institution and Trident may terminate this
Agreement by
<PAGE>
Trident Securities
Page 31
mutual written agreement.
(e) If this Agreement is terminated by Trident for any of the reasons
set forth in subsections (a) or (b) above, and to fulfill their
obligations, if any, pursuant to Sections 3, 6, 8 and 9 of this
Agreement and upon demand, the Company and the Institution shall pay
Trident the full amount so owing thereunder.
(f) If this Agreement is terminated as provided in this Section 11,
the party terminating this Agreement shall notify any non-terminating
party promptly by telephone or telegram, confirmed by letter.
12. Notices. All communications hereunder, except as herein otherwise
-------
specifically provided, shall be in writing and shall be mailed, delivered or
telegraphed and confirmed:
(a) If to Trident to Trident Securities, a Division of McDonald
Investments Inc., 4601 Six Forks Road, Suite 400, Raleigh, North
Carolina 27609, Attention: Mr. R. Lee Burrows, Jr. (with a copy
to, Mr. Willis Smith at Trident and to Michael Best & Friedrich
LLP, 100 East Wisconsin Avenue, Milwaukee, Wisconsin, 53202,
Attention: W. Charles Jackson).
(b) If to the Company or Institution to Citizens First Savings Bank,
525 Water Street, Port Huron, Michigan 48060, Attention: Mr.
Larry J. Moeller, Sr. President (with a copy to Mr. Timothy P.
Regan, Senior Vice President, at Citizens First Savings Bank and
to Muldoon Murphy & Faucette LLP at 5101 Wisconsin Avenue, N.W.,
Washington, D.C. 20016, Attention: Lawrence M.F. Spaccasi, Esq.).
13. Parties. The Company and the Institution shall be entitled to act
-------
and rely on any request, notice, consent, waiver or agreement purportedly given
on behalf of Trident when the same shall have been given by the undersigned or
any other officer of Trident. Trident shall be entitled to act and rely on any
request, notice, consent, waiver or agreement purportedly given on behalf of the
Company or the Institution, when the same shall have been given by the
undersigned or any other officer of the Company or the Institution. This
Agreement shall inure solely to the benefit of, and shall be binding upon,
Trident, the Company, the Institution 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 preempted by federal law, this Agreement
------------
shall be governed by and construed in accordance with the substantive laws of
North Carolina.
15. Counterparts. This Agreement may be executed in separate
------------
counterparts, each of
<PAGE>
Trident Securities
Page 32
which when so executed and delivered shall be an original, but all of which
together shall constitute but one and the same instrument.
<PAGE>
Trident Securities
Page 33
Please acknowledge your agreement to the foregoing by signing below
and returning to the Company one copy of this letter.
CITIZENS FIRST BANCORP, INC.
By: __________________________________
Name
Title
CITIZENS FIRST SAVINGS BANK
By: __________________________________
Name
Title
Agreed to and accepted as of
the date first written above:
TRIDENT SECURITIES, a Division of McDonald Investments Inc.
By: ______________________________
Name
Title
<PAGE>
Exhibit A
Trident Securities, Inc. is a registered selling agent in the jurisdictions
--
listed below:
Alabama Montana
Alaska Nebraska
Arizona Nevada
Arkansas New Hampshire
California New Jersey
Colorado New Mexico
Connecticut New York
Delaware North Carolina
District of Columbia
Florida North Dakota (Trident Inc. Georgia
Securities, only, no agents)
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 Utah
Mississippi Wisconsin
Missouri Wyoming
Ohio
Trident Securities, Inc. is not a registered selling agent in the jurisdictions
listed below:
Hawaii
South Dakota
