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Exhibit 28(b)
EXCHANGE AGENT AGREEMENT
Date: July 10, 2000
ChaseMellon Shareholder Services, L.L.C.
85 Challenger Road
Ridgefield Park, NJ 07660
Attn: Reorganization Department
Ladies and Gentlemen:
TrustCo Bank Corp NY, a New York corporation (the "Purchaser"), is offering
to exchange any and all shares of Common Stock, $0.01 par value (the
"Shares"), of Cohoes Bancorp, Inc, (the "Company"), for shares of the Parent
company Common Stock ("TrustCo Shares"), upon the terms and conditions set
forth in its Offer to Exchange dated _________ (the "Offer to Exchange") and
in the related Letter of Transmittal (which shall include the Internal
Revenue Service Form W-9), copies of which are attached hereto as Exhibits A
and B, respectively, and which together, as they may be amended from time to
time, constitute the "Offer." The "Expiration Date" for the Offer shall be
_________ New York City time, on ________ unless and until the Purchaser
shall have extended the period of time for which the Offer is open, in which
event the term "Expiration Date" shall mean the latest time and date at which
the Offer, as so extended by the Purchaser from time to time, shall expire.
All terms not defined herein shall have the same meaning as in the Offer.
1) EXCHANGE OF SHARES. In your capacity as Exchange Agent, you
will receive Exchanges of shares. Subject to the terms and conditions
of this Agreement, you are authorized to accept such Exchanges of shares in
accordance with the first paragraph hereof and the Letter of Transmittal,
and to act in accordance with the following instructions:
(a) Exchanges of Shares may be made only as set forth in
Section ___ of the Offer to Exchange, and Shares shall be considered
validly Exchanged to you only if:
(i) you receive prior to the Expiration Date (x) certificates
for such Shares, (or a Confirmation (as defined in paragraph (b) below)
relating to such Shares) and (y) a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) or an Agent's
Message (as defined in paragraph (b) below) relating thereto; or
(ii) you receive (x) a Notice of Guaranteed Delivery (as
defined in paragraph (b) below) relating to such Shares from an Eligible
Institution (as defined in paragraph (b) below) prior to the
Expiration Date and (y) certificates for such Shares (or a Confirmation
relating to such Shares) and either a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) or an Agent's
Message relating thereto at or prior to P.M., New York City time, on the
third New York Stock Exchange, Inc. (the "NYSE") trading day after the
date of execution of such Notice of Guaranteed Delivery; and
(iii) in the case of either clause (i) or (ii) above, a
final determination of the adequacy of the items received, as provided in
Section 4 hereof, has been made by Purchaser.
(b) For the purpose of this Agreement: (i) a "Confirmation"
shall be a confirmation of book-entry transfer of Shares into your
account at The Depository Trust Company (the "Book-Entry Transfer Facility")
to be established and maintained by you in accordance with Section 3
hereof; (ii) a "Notice of Guaranteed Delivery" shall be a notice of
guaranteed delivery substantially
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in the form attached as Exhibit C hereto or a telegram, telex,
facsimile transmission or letter substantially in such form, or if sent by
a Book-Entry Transfer Facility, a message transmitted through electronic
means in accordance with the usual procedures of such Book-Entry Transfer
Facility and the Exchange Agent, substantially in such form; provided,
however, that if such notice is sent by a Book-Entry Transfer Facility
through electronic means, it must state that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant on
whose behalf such notice is given that such participant has received and
agrees to become bound by the form of such notice; (iii) an "Eligible
Institution" shall be a member firm of a national securities exchange
registered with the Securities and Exchange Commission or of the
National Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United States; and
(iv) an "Agent's Message" shall be a message transmitted through electronic
means by a Book-Entry Transfer Facility, in accordance with the normal
procedures of such Book-Entry Transfer Facility and the Exchange Agent, to
and received by the Exchange Agent and forming part of a Confirmation, which
states that such Book-Entry Transfer Facility has received an express
acknowledgment from the participant in such Book-Entry Transfer Facility
exchanging the Shares which are the subject of such Confirmation that such
participant has received and agrees to be bound by the terms of the Letter
of Transmittal, and that the Purchaser may enforce such agreement
against such participant. The term Agent's Message shall also include any
part copy printout evidencing such message generated by a computer terminal
maintained at the Exchange Agent's office.
(c) We acknowledge that in connection with the Offer you
may enter into agreements or arrangements with a Book-Entry Transfer Facility
which, among other things, provide that (i) delivery of an Agent's Message
will satisfy the terms of the Offer with respect to the Letter of
Transmittal, (ii) such agreements or arrangements are enforceable
against the Purchaser and/or the Parent by such Book-Entry Transfer
Facility or participants therein and (iii) you, as Exchange Agent, are
authorized to enter into such agreements or arrangements on behalf of the
Purchaser and/or the Parent. Without limiting any other provision of this
Agreement, you are expressly authorized to enter into any such agreements
or arrangements on behalf of the Purchaser and the Parent and to make
any necessary representations or warranties in connection thereunder,
and any such agreement or arrangement shall be enforceable against the
Parent and the Purchaser.
2) BOOK-ENTRY ACCOUNT. You shall take steps to establish
and, subject to such establishments, maintain an account at each Book-Entry
Transfer Facility for book-entry transfers of Shares, as set forth in
the Letter of Transmittal and Section _____ of the Offer to Purchase.
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3) PROCEDURE FOR DEFECTIVE ITEMS.
(a) You will examine any certificate representing Shares,
Letter of Transmittal (or facsimile thereof), Notice of Guaranteed Delivery
or Agent's Message and any other document required by the Letter of
Transmittal received by you to determine whether you believe any Exchange may
be defective. In the event you conclude that any Letter of Transmittal,
Notice of Guaranteed Delivery, Agent's Message or other document has been
improperly completed, executed or transmitted, any of the certificates
for Shares is not in proper form for transfer (as required by the
aforesaid instructions) or if some other irregularity in connection
with the Exchange of Shares exists, you are authorized subject to
Section 4(b) hereof to advise the Exchanging stockholder, or transmitting
Book-Entry Transfer Facility, as the case may be, of the existence of
the irregularity, but you are not authorized to accept any Exchange of
fractional Shares, any Exchange not in accordance with the terms and subject
to the conditions set forth in the Offer, or any other Exchange which you
deem to be defective, unless you shall have received from the Purchaser the
Letter of Transmittal which was surrendered (or if the Exchange was made
by means of a Confirmation containing an Agent's Message, a written
notice), duly dated and signed by an authorized officer of the Purchaser,
indicating that any defect or irregularity in such Exchange has been cured
or waived and that such Exchange has been accepted by the Purchaser.
(b) Promptly upon your concluding that any Exchange is
defective, you shall, after consultation with and on the written
instructions of the Purchaser, use reasonable efforts in accordance with
your regular procedures to notify the person Exchanging such Shares, or
Book-Entry Transfer Facility transmitting the Agent's Message, as the case
may be, of such determination and, when necessary, return the certificates
involved to such person in the manner described in Section 11 hereof. The
Purchaser shall have full discretion to determine whether any Exchange
is complete and proper and shall have the absolute right to reject
any or all Exchanges of any particular Shares determined by it not
to be in proper form and to determine whether the acceptance of or
payment for such Exchanges may, in the opinion of counsel for the
Purchaser, be unlawful; it being specifically agreed that you shall have
neither discretion nor responsibility with respect to these determinations.
To the extent permitted by applicable law, the Purchaser also reserves the
absolute right to waive any of the conditions of the Offer or any defect or
irregularity in the Exchange of any particular Shares. The interpretation by
the Purchaser of the terms and conditions of the Offer to Purchase, the
Letter of Transmittal and the instructions thereto, a Notice of Guaranteed
Delivery or an Agent's Message (including without limitation the
determination of whether any Exchange is complete and proper) shall be
final and binding.
(c) If less than all of the Shares validly Exchanged pursuant
to the Offer are to be accepted because the Offer is oversubscribed
by the Expiration Date, the Purchaser shall provide you with instructions
regarding proration as soon as practicable. You agree to maintain accurate
records as to all Shares Exchanged prior to or on the Expiration Date.
4) NOTICE OF WITHDRAWAL. You will return to any person Exchanging
Shares, in the manner described in Section 10 hereof, any certificates
representing Shares Exchanged by such person but duty withdrawn pursuant to
the Offer to Purchase. To be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be received by you within
the time period specified for withdrawal in the Offer to Purchase at your
address set forth on the back page of the Offer to Purchase. Any notice of
withdrawal must specify the name of the person having deposited the Shares to
be withdrawn, the number of Shares to be withdrawn and, if the certificates
representing such Shares have been delivered or otherwise identified to you,
the name of the registered holder(s) of such Shares as set forth in such
certificates. If the certificates have been delivered to you, then prior to
the release of such certificates the Exchanging stockholder must also submit
the serial numbers shown on the particular certificates evidencing such
Shares and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution. You are authorized and directed to examine any notice
of withdrawal to determine whether you believe any such notice may be
defective. In the event you conclude that any such notice is defective you
shall,
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after consultation with and on the instructions of the Purchaser, use
reasonable efforts in accordance with your regular procedures to
notify the person delivering such notice of such determination. All
questions as to the form and validity (including time of receipt) of notices
of withdrawal will be determined by the Purchaser in its sole discretion,
whose determination shall be final and binding. Any Shares so withdrawn
shall no longer be considered to be properly exchanged unless such Shares
are re-Exchanged prior to the Expiration Date pursuant to the Offer to
Purchase.
5) AMENDMENT/EXTENSION OF OFFER. Any amendment to or extension of
the Offer, as the Purchaser shall from time to time determine, shall be
effective upon notice to you from the Purchaser given prior to the time the
Offer would otherwise have expired, and shall be promptly confirmed by the
Purchaser in writing; provided that you may rely on and shall be authorized
and protected in acting or failing to act upon any such notice even if such
notice is not confirmed in writing or such confirmation conflicts with such
notice. If at any time the Offer shall be terminated as permitted by the
terms thereof, the Purchaser shall promptly notify you of such termination.
6) REPORT OF EXCHANGE ACTIVITY. At 11:00 a.m. New York City time,
or as promptly as practicable thereafter on each business day, or more
frequently if reasonably requested as to major tally figures, you shall
advise each of the parties named below by telephone as to, based upon your
preliminary review (and at all times subject to final determination by
Purchaser), as of the close of business on the preceding business day or the
most recent practicable time prior to such request, as the case may be: (i)
the number of Shares duly Exchanged on such day; (ii) the number of Shares
duly Exchanged represented by certificates physically held by you on such
day; (iii) the number of Shares represented by Notices of Guaranteed Delivery
on such day; (iv) the number of Shares withdrawn on such day; and (v) the
cumulative totals of Shares in categories (i) through (iv) above through
12:00 noon, New York City time, on such day:
(a) William Terry, Phone (518) 381-3611, Fax (518)
381-3668, email [email protected]
(b)
(c)
You shall furnish to each of the above-named persons a written
report confirming the above information which has been communicated orally on
the day following such oral communication as well as any other information
reasonably requested from time to time. You shall furnish to the
Dealer-Manager (as defined in the Offer to Purchase), the Information Agent
(as defined in the Offer to Purchase) and the Purchaser, such reasonable
information, to the extent such information has been furnished to you, on the
Exchanging stockholders as may be requested from time to time.
You shall furnish to the Purchaser, upon request, master lists of
Shares Exchanged for purchase, including an A-to-Z list of the Exchanging
stockholders.
7) DATE/TIME STAMP. Each document received by you relating to
your duties hereunder shall be dated and time stamped when received.
8) DISTRIBUTION ENTITLEMENTS.
(a) If under the terms and conditions set forth in the Offer
to Exchange the Purchaser becomes obligated to accept Shares Exchanged and
issue TrustCo Shares, upon instruction by the Purchaser and as
promptly as practicable, but in any event not later than 5:00 p.m., New
York City time, on the fifth NYSE trading day after the latest of: (i) the
Expiration Date; (ii) the physical receipt by you of a certificate or
certificates representing Exchanged Shares (in proper form for transfer by
delivery), a properly completed and duly executed Letter of
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Transmittal (or a facsimile thereof or a Confirmation including an
Agent's Message and any other documents required by the Letter of
Transmittal; and (iii) the deposit by the Purchaser with you of sufficient
TrustCo Shares, subject to the terms and conditions the Offer, all
stockholders for whom TrustCo Shares are to be issued, less any adjustments
required by the terms of the Offer, and all applicable tax withholdings, you
shall, subject to Section 15 hereof, deliver or cause to be delivered to the
Exchanging stockholders and designated payees, consistent with this
Agreement and the Letter of Transmittal, certificates representing the
TrustCo Shares for the Shares theretofore properly Exchanged under the
terms and conditions of the Offer. The Purchaser will also deposit with
you on your request federal or other immediately available funds in an
amount equal to the total stock transfer taxes or other governmental charges,
if any, payable in respect of the transfer or issuance to the Purchaser
or its nominee or nominees of all Shares so exchanged. Upon request by the
Purchaser you will apply to the proper authorities for the refund of money
paid on account of such transfer taxes or other governmental charges. On
receipt of such refund, you will promptly pay over to the Purchaser all money
refunded.
(b) At such time as you shall be notified by the Purchaser,
you shall request the transfer agent for the Shares to effect the transfer
of all Shares exchanged pursuant to the Offer and to issue certificates for
such Shares so transferred, in accordance with written instructions from the
Purchaser, and upon your receipt thereof notify the Purchaser. The
Purchaser shall be responsible to arrange for delivery of the certificates.
9) TAX REPORTING.
(a) On or before January 31st of the year following the year
in which the Purchaser accepts Shares for payment, you will prepare and
mail to each Exchanging stockholder whose Shares were accepted and received
any cash for fractional TrustCo Shares, other than stockholders who
demonstrate their status as nonresident aliens in accordance with United
States Treasury Regulations ("Foreign Stockholders"), a Form 1099-B
reporting the amount of the fractional TrustCo Share payment as of the
date such payment occurred. You will also prepare and file copies of such
Forms 1099-B by magnetic tape with the Internal Revenue Service in
accordance with Treasury Regulations on or before February 28th of the year
following the year in which the Shares are accepted for exchange.
(b) You will deduct and withhold 31% backup withholding tax
from the fractional TrustCo Share price payable with respect to such
fractional shares by any stockholder, other than a Foreign Stockholder,
who has not properly provided you with his taxpayer identification
number, in accordance with Treasury Regulations.
(c) Should any issue arise regarding federal income tax
reporting or withholding, you will take such action as the Company
instructs you in writing.
10) RETURN OF SHARES. If, pursuant to the terms and conditions of
the Offer, the Purchaser has notified you that it does not accept certain of
the Shares Exchanged or purported to be Exchanged or a stockholder withdraws
any Exchanged Shares, you shall promptly return the deposited Certificates
for such Shares, together with any other documents received, to the person
who deposited the same. Certificates for such unpurchased Shares shall be
forwarded by you, at your option, by: (i) first class mail under a blanket
surety bond protecting you, the Purchaser and the Parent from losses or
liabilities arising out of the non-receipt or nondelivery of such Shares; or
(ii) registered mail insured separately for the value of such Shares. If any
such Shares were Exchanged or purported to be exchanged by means of a
Confirmation containing an Agent's Message, you shall notify the Book-Entry
Transfer Facility that transmitted said Confirmation of the Purchaser's
decision not to accept the Shares.
11) INSTRUCTIONS. Any instructions given to you orally, as
permitted by any provision of this Agreement, shall be confirmed in writing
by the Purchaser, the Parent, the Dealer-Manager or the
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Information Agent, as the case may be, as soon as practicable. You shall not
be liable or responsible and shall be fully authorized and protected for
acting, or failing to act, in accordance with any oral instructions which
do not conform with the written confirmation received in accordance with this
Section.
12) FEES. Whether or not any Shares are Exchanged or the Offer
is consummated, for your services as Exchange Agent hereunder we shall pay
to you compensation in accordance with the fee schedule attached as Schedule
1 hereto, together with reimbursement for out-of-pocket expenses,
including reasonable fees and disbursements of your counsel.
13) AUTHORIZATIONS AND PROTECTIONS. As Exchange Agent hereunder you:
(a) shall have no duties or obligations other than
those specifically set forth herein or in Exhibits A, B, and C hereto,
or as may subsequently be agreed to in writing by you and the Purchaser or
the Parent;
(b) shall have no obligation to make payment for any
Exchanged Shares unless the Purchaser shall have provided the necessary
federal or other immediately available funds to pay in full amounts due and
payable with respect thereto;
(c) shall be regarded as making no representations and having
no responsibilities as to the validity, sufficiency, value, or genuineness
of any certificates or the Shares represented thereby deposited with you or
Exchanged through an Agent's Message hereunder and will not be required to
and will make no representations as to or be responsible for the validity,
sufficiency, value, or genuineness of the Offer;
(d) shall not be obligated to take any legal action
hereunder; if, however, you determine to take any legal action hereunder,
and, where the taking of such action might in your judgment subject or
expose you to any expense or liability, you shall not be required to act
unless you shall have been furnished with an indemnity satisfactory to you;
(e) may rely on and shall be authorized and protected in
acting or failing to act upon any certificate, instrument, opinion,
notice, letter, telegram, telex, facsimile transmission, Agent's Message
or other document or security delivered to you and believed by you to be
genuine and to have been signed by the proper party or parties;
(f) may rely on and shall be authorized and protected in
acting or failing to act upon the written, telephonic, electronic
and oral instructions, with respect to any matter relating to your
actions as Exchange Agent covered by this Agreement (or supplementing
or qualifying any such actions) of officers of the Purchaser or the Parent;
(g) may consult counsel satisfactory to you, and the advice
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered, or omitted by you hereunder in good
faith and in accordance with the advice of such counsel;
(h) shall not be called upon at any time to advise any
person Exchanging or considering Exchanging pursuant to the Offer as to the
wisdom of making such Exchange or as to the market value of any
security Exchanged thereunder;
(i) may perform any of your duties hereunder either directly
or by or through agents or attorneys and you shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with reasonable care by you hereunder;
(j) shall not be liable or responsible for any recital
or statement contained in the Offer or any other documents relating thereto;
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(k) shall not be liable or responsible for any failure of
the Purchaser or the Parent to comply with any of their respective
obligations relating to the Offer, including without limitation obligations
under applicable securities laws;
(l) are not authorized, and shall have no obligation, to pay
any brokers, dealers, or soliciting fees to any person, including without
limitation the Dealer-Manager or Information Agent; and
(m) shall not be. liable or responsible for any delay,
failure, malfunction, interruption or error in the transmission or
receipt of communications or messages through electronic means to or
from a Book-Entry Transfer Facility, or for the actions of any other person
in connection with any such message or communication.
14) INDEMNIFICATION.
(a) The Purchaser and the Parent jointly and severally
indemnify and hold you harmless from and against any loss, liability,
claim or expense ("Loss") arising out of or in connection with your duties
under this Agreement, including the costs and expenses of defending yourself
against any Loss, unless such Loss shall have, been determined by a court
of competent jurisdiction to be, a result of your gross negligence or
intentional misconduct. Anything in this agreement to the contrary
notwithstanding, in no event shall you be liable for special, indirect,
incidental or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if you have been advised
of the likelihood of such damages and regardless of the form of action. Any
liability of ChaseMellon will be limited to the amount of fees paid by
Client hereunder.
(b) In the event any question or dispute arises with respect
to the proper interpretation of this Agreement or your duties hereunder
or the rights of the Purchaser or Parent of any stockholders surrendering
certificates for Shares pursuant to the Offer, you shall not be required to
act and shall not be held liable or responsible for your refusal to act
until the question or dispute has been judicially settled (and you may, if
you in your sole discretion deem it advisable, but shall not be obligated to,
file a suit in interpleader or for a declaratory judgment for such purpose)
by final judgment rendered by a court of competent jurisdiction,
binding on all stockholders and parties interested in the matter which
is no longer subject to review or appeal, or settled by a written
document in form and substance satisfactory to you and executed by the
Purchaser and Parent and each such stockholder and party. In addition,
you may require for such purpose, but shall not be obligated to
require, the execution of such written settlement by all the stockholders
and all other parties that may have an interest in the settlement.
This section shall survive termination of this Agreement.
15) TERMINATION. Unless terminated earlier by the parties hereto,
this Agreement shall terminate upon (a) Purchaser's termination or withdrawal of
the Offer, (b) if Purchaser does not terminate or withdraw the Offer, the date
which is twelve months after the later of (i) your sending of TrustCo Share
certificates to Exchanging stockholders in accordance with Section 9(a) hereof
and (ii) your delivery of certificates to the Purchaser in accordance with
Section 9(b) hereof or (c) if not terminated or withdrawn earlier, the date
which is twelve months after the date of this Agreement. Upon any termination of
this Agreement, you shall promptly deliver to the Purchaser any certificates,
funds or property then held by you as Exchange Agent under this Agreement, and
after such time any party entitled to such certificates, funds or property shall
look solely to the Purchaser and not the Exchange Agent therefore, and all
liability of the Exchange Agent with respect thereto shall cease, provided,
however, that the Exchange Agent, before being required to make such delivery to
the Purchaser, may at the expense of the Purchaser cause to be published in a
newspaper of general circulation in the City of New York, or mail to each person
who has Exchanged Shares but not received payment, or both, notice that such
certificates, funds or
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property remain unclaimed and that after a date specified therein, which
shall not be less than 30 days from the date of publication or mailing, any
unclaimed balance of such certificates, funds or property will be
delivered to the Purchaser.
16) REPRESENTATIONS, WARRANTIES AND COVENANTS. Purchaser and
Parent each represent, warrant and covenant that (a) they are each duly
incorporated, validly existing and in good standing under the laws of their
respective jurisdictions of incorporation, (b) the making and consummation of
the Offer and the execution, delivery and performance of all transactions
contemplated thereby (including without limitation this Agreement) have been
duly authorized by all necessary corporate action and will not result in a
breach of or constitute a default under the certificate of incorporation or
bylaws of the Purchaser or the Parent or any indenture, agreement or
instrument to which either is a party or is bound, (c) this Agreement has
been duly executed and delivered by the Purchaser and the Parent and
constitutes the legal, valid, binding and enforceable obligation of each, (d)
the Offer will comply in all material respects with all applicable
requirements of law and (e) to the best of their knowledge, there is no
litigation pending or threatened as of the date hereof in connection with the
Offer.
17) SPECIMEN SIGNATURES. Set forth in Exhibit D hereto is a list
of the names and specimen signatures of the persons authorized to art
for the Parent and Purchaser under this Agreement. The Secretary of each of
the Parent and Purchaser shall, from time to time, certify to you the names
and signatures of any other persons authorized to act for the Parent and
Purchaser, as the case may be, under this Agreement.
18) NOTICES. All notices, requests and other communications shall
be in writing and sent or delivered to the addresses indicated on the
signature page hereof.
19) MISCELLANEOUS.
(a) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without giving
effect to conflict of laws rules or principles.
(b) No provision of this Agreement may be amended, modified
or waived, except in a writing signed by all of the parties hereto.
(c) In the event that any claim of inconsistency between
this Agreement and the terms of the Offer arise, as they may from time to
time be amended, the terms of the Offer shall control, except with
respect to the duties, liabilities and rights, including without
limitation compensation and indemnification, of you as Exchange Agent,
which shall be controlled by the terms of this Agreement.
(d) If any provision of this Agreement shall be held
illegal, invalid, or unenforceable by any court, this Agreement shall be
construed and enforced as if such provision had not been contained herein
and shall be deemed an Agreement among us to the full extent permitted by
applicable law.
(e) This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the respective successors and assigns of
the parties hereto.
(f) This Agreement may not be assigned by any party without
the prior written consent of all parties.
(g) You shall not be liable for any failure or delay arising
out of conditions beyond your reasonable control including, but not limited
to, work stoppages, fires, civil disobedience, riots, rebellions, storms,
electrical, mechanical, computer or communications facilities failures,
acts of God or similar occurrences.
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Please acknowledge receipt of this Letter, the Offer to Purchase,
the Letter of Transmittal, and the Notice of Guaranteed Delivery, and confirm
the arrangements herein provided by signing and returning the enclosed copy
hereof, whereupon this Agreement and your acceptance of the terms and
conditions herein provided shall constitute a binding Agreement among us.
Very truly yours,
TrustCo Bank Corp NY
By: /s/ William F. Terry
----------------------------
Name: William F. Terry
Title: Secretary
Address for notices:
320 State Street
Schenectady, NY 12305
Accepted and agreed to by:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
as EXCHANGE AGENT
By:
-----------------------------------------
Name: Joseph Carraturo
Title: Assistant Vice President
Address for notices:
85 Challenger Rd.
Ridgefield Park, NJ 07660
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Exhibit A Offer to Purchase
Exhibit B Letter of Transmittal
Exhibit C Notice of Guaranteed Delivery
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SCHEDULE 1
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Schedule of Fees
as
Exchange Agent
===============================================================================
I. Acceptance Fee (this fee includes the preparation of our $5,000.00
standard daily report)
II. Examining Letters of Transmittal and accompanying $14.00
securities Each
III. Items requiring additional handling (legal items, option $11.00
items, correspondence items, partial Exchanges, window
items, and items not providing a taxpayer identification
number), each
IV. Guarantee items and Withdrawal items, each $11.00
V. Preparing and filing Form 1099B with Exchanging Included
stockholder and appropriate government agencies, each
VI. Back-up withholding 31% of purchase price as tax, where Included
applicable, each
VII. Calculating pro-rata items, each N/A
VIII. Midnight Expirations, each $2,500.00
IX. Extensions of Offer, each $2,500.00
X. Special Services By Appraisal
XI. Out-of-pocket expenses, including overtime, printing, Additional
postage Stationary, telephone expense, etc.
If the aggregate amount of the fees charged as described above,
exclusive of Special Services and out-of-pocket expenses, is less
than $20,000.00, such fees shall not be payable and a total fee
of $20,000.00 shall be payable in lieu of such fees.
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EXHIBIT B
(Company's Letterhead)
Name Position Specimen Signatures
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