Exhibit 10.5
COMMON INTEREST AGREEMENT
The purpose of this Agreement is to set forth the terms pursuant to
which documents and information relating to the action captioned Local America
Bank of Tulsa, F.S.B., Local America, Inc. and Local Federal Bank, F.S.B. v. The
United States, United States Court of Federal Claims, Civil Action No. 96-584C,
the agreements that are the subject thereof, and any future action or proceeding
that may arise in connection therewith (the "Action") may be exchanged in
confidence between and among counsel for plaintiffs Local America Bank of Tulsa,
F.S.B., Local America, Inc. and Local Federal Bank, F.S.B. (collectively, and
together with their respective successors and assigns, the "Company Parties")
and counsel for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Miles ▇▇▇▇▇▇▇ (together, the "Colliers"),
pursuant to a "common interest" privilege, as set forth in U.S. ▇. ▇▇▇▇▇▇▇▇▇,
892F.2d 237, 243 (2nd Cir. 1989).
WHEREFORE, IT IS HEREBY AGREED, by and between the Company Parties and
the Colliers, as follows:
1. With respect to any issues arising in the course of the
prosecution of any claims asserted against the defendants in the Action,
or the defense of any counterclaims that may be asserted against the
Company Parties therein, or any matters relating thereto or arising
therefrom, the Company Parties and the Colliers agree that they share a
common interest as against the defendants in the Action and third
parties.
2. The attorney-client privilege and the work product doctrine
shall apply to all privileged information and work product exchanged
between and among counsel for the Company Parties and the Colliers, and
their respective clients, relating to any and all of the acts, facts,
transactions and occurrences that are the subject of the Action, the
issues raised therein, or any matters relating thereto or arising
therefrom.
3. Any voluntary exchange of information and documents between
and among counsel for the Company Parties and the Colliers, and their
respective clients, relating to the matters described in paragraph 2,
above, shall not constitute a waiver of any applicable privilege or work
product claims that may be asserted as to the information and documents
exchanged.
4. Information and documents subject to this Agreement include
all otherwise privileged or protected documents, correspondence,
memoranda, drafts, notes, witness interview materials (including
transcripts), discussions regarding the foregoing documents, and all
forms of otherwise privileged or protected information relating to
privileged communications, facts developed by a joint investigative
effort, and the mental impressions and legal theories developed by
counsel for the Company Parties and the Colliers.
5. Further, the Company Parties and the Colliers, and their
respective counsel, are operating with the understanding that the common
interest privilege may be asserted in opposition to disclosure of any
privileged or protected communication, information, or documents to
persons or entities not parties to this Agreement, by any party to this
Agreement from whom disclosure of such communication, information, or
documents is sought.
6. This Agreement is written documentation of prior oral
agreements existing among the Company Parties and the Colliers, and
shall be retroactive to the commencement of the Action.
7. This Agreement may be executed in counterparts, all of which
shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties
need not sign the same counterpart.
8. This Agreement shall be governed and construed in accordance
with the laws of the State of Oklahoma, without regard to any applicable
conflicts of law.
9. The sale or disposition by the Colliers of all or any part of
their equity interest in Local Financial Corporation, a Delaware
corporation and the direct or indirect owner of the Company parties,
shall have no effect on the terms of this Agreement.
Dated: September 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of Tulsa, F.S.B.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: ---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman
Local America, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: ---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman
Local Federal Bank, F.S.B.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: ---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ Miles ▇▇▇▇▇▇▇
-----------------------------
Miles ▇▇▇▇▇▇▇