Agreement

 

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                                                                   EXHIBIT 10.15

(KEEFE, BRUYETTE & WOODS LOGO)

 

 

 

 

May 16, 2005

 

Mr. Peter Humphrey

Chairman, President, & Chief Executive Officer

Financial Institutions, Inc.

220 Liberty Street

Warsaw, NY 14569-0227

 

Dear Peter:

 

Financial Institutions, Inc. ("FII"), as agent for National Bank of Geneva, Bath

National Bank, Wyoming County Bank and Fist Tier Bank & Trust Company (the

"Banks") hereby engages Keefe Bruyette & Woods, Inc. ("KBW") as its exclusive

advisor, to exercise its best efforts to arrange a sale of all or a portion of

approximately $118 million of Commercial Loans severally held by the Banks

("Phase I Sale"), and upon approval of the Banks' boards an additional sale of

all or a portion of approximately $56 million of Commercial Loans severally held

by the Banks ("Phase II Potential Sale", and collectively, the "Portfolio"),

including providing the services listed below under "Scope of Services." KBW

shall have the exclusive right to obtain commitments from one or more Purchasers

to purchase all or a portion of the Portfolio, from the date of the Agreement

until the expiration hereof, including any extensions pursuant to the terms

hereof. KBW hereby accepts such appointment subject to the terms and conditions

set forth herein:

 

SCOPE OF SERVICES TO BE PROVIDED

 

(1) PREPARATION FOR SALE. KBW will work in concert with FII and the Banks to

review Portfolio data necessary to market a Portfolio of this type. If requested

by FII, KBW's staff and Subcontractor will assist FII and the Banks to prepare

the loan files for investor review by obtaining any additional documentation

(e.g., pay histories, title searches, lien records) necessary to maximize the

value of the Portfolio, and checking the files for completeness and organization

necessary to support the representations and warranties recommended for this

sale.

 

KBW will also oversee the scanning of all documentation pertinent to the sale

for the purpose of providing due diligence materials to potential investors via

a secure, fully integrated information management web site.

 

(2) PORTFOLIO POOLING AND STRATIFICATION. KBW will sort and stratify the

Portfolio into market-homogeneous pools to target investors with specific buying

criteria. KBW will assist FII and the Banks in the selection and extraction of

significant portfolio-level data, and will perform detailed portfolio analysis

for inclusion in the Offering Memorandum.

 

(3) PREPARATION OF MARKETING MATERIALS. KBW will prepare a "Teaser" piece (a

one-page sale announcement) that will include (i) a brief description of the

Portfolio, (ii) an outline of the timetable and bidding procedures for the sale,

and (iii) a Confidentiality Agreement, each in form and substance satisfactory

to FII and its counsel.

 

Investors who execute a Confidentiality Agreement will be sent a detailed

Offering Package, also prepared by KBW, which will include an Executive Summary,

Portfolio Analysis, detailed Individual Asset Summaries, Offering Procedures and

a form of Purchase and Sale Agreement, each in form and substance satisfactory

to FII and its counsel.

 

KBW will prepare presentations on the possible range of values for the Portfolio

and will present these findings separately to the various Boards of Directors of

FII, and each of the Banks.

 

(4) MARKETING. KBW will conduct an extensive marketing effort to facilitate the

sale of the Portfolio. KBW salespeople will contact a targeted list of accounts

which have bid on similar assets in the past, and which includes those accounts

that KBW reasonably believes are the most likely to be qualified bidders on the

Portfolio under current market

 

 

 

Keefe, Bruyette & Woods o 787 Seventh Avenue o New York, NY 10019

212.887.7760 o Toll Free 800.966.1559

 

 

 

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(KEEFE, BRUYETTE & WOODS LOGO)

 

 

conditions; KBW will also arrange any appropriate advertising or publicity of

the sale on FII's behalf, with FII's prior approval.

 

(5) COORDINATION OF LEGAL DOCUMENTATION. KBW will assist FII and FII's counsel

in developing terms for Purchase and Sale Agreements governing the sale, and

will advise FII on matters of timing and document transfer.

 

(6) HANDLING INVESTOR INQUIRY. KBW will act as the primary clearinghouse for

investor inquiry on loan and collateral questions which arise during the sale,

and will provide answers to any questions for which the information is on hand.

To the extent that inquiries require response from FII or any of the Banks, KBW

will handle initial inquiries for direction to the proper FII personnel.

 

(7) OVERSIGHT OF INVESTOR DUE DILIGENCE. Most investor due diligence and file

review will be conducted remotely via a secure web site managed by KBW. If a

potential investor should request, and if FII deems it necessary, a KBW staff

member and/or subcontractor will oversee investor due diligence file review

on-site at FII's offices.

 

(8) SELECTION OF WINNING BIDDER(S). In addition to recommending the highest

qualified bid(s), KBW will screen all bidders for financial and operational

ability to close. Conditions of any bid will also be part of KBW's evaluation.

FII (and the Banks, with respect to each of their loans) will have the right to

accept or reject in their sole discretion any and all bids.

 

(9)