FIRST ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT
EXHIBIT
10.18
FIRST
ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT
THIS
FIRST ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT
(“Addendum”)
is
entered into effective as of September 30, 2008, by and between JMC MARKETING,
LTD, an Ohio limited liability company (“Company”),
and
OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the
United States (“Bank”)
with
reference to the following facts:
WHEREAS,
Company and Bank entered into a certain Administrative Services Agreement on
April 28, 2008 (“Underlying
Agreement”).
WHEREAS,
the initial term of the Underlying Agreement was scheduled to terminate on
September 30, 2008.
WHEREAS,
Bank will agree to extend the Underlying Agreement on a month-to-month basis
on
the terms set forth in this Addendum.
NOW,
THEREFORE, in consideration of the mutual agreements contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
1. Incorporation
of Recitals.
The
above recitals contained in the “WHEREAS” clauses are hereby incorporated and
made a part of this Addendum as if fully rewritten herein.
2. Defined
Terms.
Capitalized terms used and not otherwise defined herein shall have the meaning
given them in the Underlying Agreement.
3. Term.
The
term of the Underling Agreement shall be extended on a month-to-month basis
up
to and including March 31, 2009 (“Extended
Term”),
at
which time the Underlying Agreement shall terminate. During the Extended Term,
the Underlying Agreement may be terminated either party as of the last day
of
any month upon at least thirty days prior written notice.
4. Regulatory
Compliance.
Prior
to funding any Mortgage Loan, Company shall deliver to Bank such documents
or
other things as may be reasonably requested by Bank as may be required to
demonstrate compliance with all laws and regulations applicable to such Mortgage
Loan.
5. Customer
Information.
In
addition to the confidentiality provisions in the Underlying Agreement, Company
acknowledges and agrees that all customer information obtained in connection
with any Mortgage Loan is the property of Bank and shall be returned to Bank
upon termination of the Underlying Agreement as provided herein. Company agrees
to assist Bank following the termination of the Underlying Agreement in the
retrieval of all Confidential Information including without limitation all
information entered or otherwise stored in Ellie May’s Encompass software in
connection with any Mortgage Loans.
6. Monthly
Minimum.
Section
5 of the Underlying Agreement shall be modified by reducing the Monthly Minimum
from “$10,000 per month” to “$0 per month.”
7. Indemnification.
Company
agrees to indemnify, defend, and hold Bank harmless against and in respect
of
any and all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries, and deficiencies, including interest, penalties, and
reasonable attorneys’ fees (“Losses”)
that
Bank shall incur or suffer which arise from, result from, or relate to the
operation or termination of the Underlying Agreement or this Addendum, including
without limitation any Losses resulting from the termination of the employment
of the OLB Secondary Marketing Division Employees. Company shall promptly pay
Bank an amount equal to any such Losses upon demand.
EXHIBIT
10.18 (continued)
8. Set-off.
Bank
shall be entitled to set-off against any amount due from Bank to Company under
the Underlying Agreement or this Addendum, the amount of any Losses that Bank
shall incur or suffer which arise from,
result from, or relate to the operation or termination of the Underlying
Agreement or this Addendum, including without limitation any Losses resulting
from the termination of the employment of the OLB Secondary Marketing Division
Employees.
9. Mutual
Cooperation.
The
parties agree to continue to operate in good faith compliance with the
Underlying Agreement, consistent with past practice, so as to facilitate the
orderly termination of the Underlying Agreement and to take such other
reasonable action as may be necessary to carry into effect the intent of this
Addendum. All notices to third parties, OLB Secondary Marketing Division
Employees, and all other publicity concerning the termination of the Underlying
Agreement shall be jointly planned and coordinated by and between Company and
Bank, and their respective legal counsel.
10. Supersession
of Inconsistent Provisions; Ratification.
This
Addendum shall supersede the provisions of the Underlying Agreement to the
extent those provisions are inconsistent with the provisions of this Addendum.
In all other respects, the Underlying Agreement is hereby ratified in
full.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement effective as of the date set forth
above.
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OHIO
LEGACY BANK, N.A.
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By:
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/s/
D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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D.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President and
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Chief
Executive Officer
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JMC
MARKETING.
LTD.
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇
▇. ▇▇▇▇▇▇, President and
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Chief
Executive Officer
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