Exhibit 10.17
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Form of Information Agent Agreement
First Leesport Bancorp. Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxx Xxxxx, Xx. 00000
November __, 2001
Sandler X'Xxxxx Shareholder Services,
a division of Sandler X'Xxxxx & Partners, L.P.
0 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
First Leesport Bancorp. Inc., a Pennsylvania corporation, proposes to
offer for purchase up to 1,200,000 shares of its common stock, $5.00 par value
per share (the "Shares"), in connection with a rights offering (the "Offering")
to its stockholders and certain standby purchasers and subject to the conditions
set forth in the registration statement filed on Form S-1 (the "Registration
Statement"), with the Securities and Exchange Commission on August 24, 2001, as
such registration statement may be amended from time to time.
We hereby confirm your appointment as our Information Agent in
connection with the Offering, and by your signature below you hereby confirm
your acceptance of such appointment. You hereby further agree that your
authority and action as Information Agent shall be governed by the terms of this
Agreement, as follows.
1. Duties of Information Agent: It is understood and agreed that your
primary duties as our Information Agent will include (a) advice to and
confidential consultation with us and our authorized representative in
connection with the Offering and our related communications; (b) disseminating
printed materials relating to the Offering (including all amendments and
supplements thereto) to brokers, securities dealers, banks, trust companies,
nominees and any stockholder of the Company who may request the same; (c)
responding promptly to every party who contacts you as our Information Agent
requesting information pertaining to the Offering; and (d) initiating calls to
stockholders concerning the Offering (should we so elect).
2. Compensation: In consideration of the services to be performed by
you
Sandler X'Xxxxx Shareholder Services,
A division of Sandler X'Xxxxx & Partners, L.P.
Page 2
in connection with the Offering, we hereby agree to pay to you a fee of U.S.
[$____________] plus your ordinary and customary charges for reasonable
disbursements and expenses incurred by you in connection with the Offering. We
understand that disbursements and expenses include, without limitation (a) all
postage, air freight, trucking and other delivery costs relating to the
forwarding of our printed materials to brokerage firms, banks and any
stockholder of the Company who may request them; and (b) [$____] per collect or
toll free telephone call accepted (plus telephone line charges) from
stockholders seeking assistance or information. In the event we opt to have you
do so, we understand that the cost of initiating calls to stockholders of record
at their homes or places of business will be at the rate of [$____] per call
(plus telephone look up and line charges).
We acknowledge that our obligations under this Section 2 are not
conditioned upon the successful consummation of the Offering or any number of
Shares being subscribed to pursuant to the Offering.
3. Indemnity and Failure: (a) We hereby covenant and agree to hold you
harmless and to indemnify you against any loss, claim, damage, liability or
expense (including reasonable fees and expenses of your legal counsel) arising
out of or resulting from the performance of your duties under this Agreement;
except any such loss, claim, damage, liability or expense arising out of or
resulting from your gross negligence or willful material breach of this
Agreement.
(b) It is stipulated and agreed that the foregoing indemnification is
subject to the further condition that in no case shall we be liable with respect
to any claim against you unless we shall be notified by registered or certified
letter or by cable, telex, or telecopier message confirmed by letter, of the
written assertion of a claim against you or of your involvement in any action or
proceeding, promptly after you shall have been served with a written notice of
claim, summons or other first legal process giving information as to the nature
and basis of the claim. It is further understood and agreed that upon receipt of
such notice, we shall be entitled to participate at our own expense in the
defense of any suit brought to enforce any such claim, and, if we so elect, we
shall assume your defense of any such suit. In the event that we assume the
defense of any such suit, we shall not be liable for the fees and expenses of
any additional counsel thereafter retained by you, so long as we shall retain
counsel reasonably satisfactory to you to defend such suit. In addition, you
agree not to settle any litigation in connection with any claim of liability
with respect to which you may seek indemnification from us without our prior
written consent.
4. Assignment: This Agreement and the appointment as Information Agent
hereunder shall inure to the benefit of, and the obligations created thereby
shall be binding upon the successors and assigns of the parties hereto, except
that if we assign this Agreement, we shall remain liable to you for the prompt
and full payment of your fees and expenses, and you may neither assign your
rights nor delegate your duties hereunder without our prior written consent.
5. Interpretation:
(a) This Agreement shall be construed and enforced in accordance
with the laws of the State of New York.
Sandler X'Xxxxx Shareholder Services,
A division of Sandler X'Xxxxx & Partners, L.P.
Page 3
(b) 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 between us
to the full extent permitted by applicable law.
(c) Section headings have been inserted for convenience of
reference only, are not part of this Agreement and shall not
be used in any way in the interpretation of any of the
provisions hereof.
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy of the
undersigned, whereupon this Agreement and the terms and conditions herein
provided shall constitute a binding agreement between us.
Sincerely,
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Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx, Xx.
Senior Vice President and Chief Chairman of the Board, President
Financial Officer and Chief Executive Officer
Accepted as of this _____ day of
November, 2001
Sandler X'Xxxxx Shareholder Services,
a division of Sandler X'Xxxxx & Partners, L.P
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(Witness) Xxxxxx Xxxxxxx, Principal
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