[LETTERHEAD OF APPLIED MAGNETICS CORPORTION]
Date _________, 1999
ChaseMellon Shareholder Services LLP
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: ____________________
This letter of agreement ("Services Agreement") sets forth the terms
and conditions by which ChaseMellon Shareholder Services LLP ("ChaseMellon")
shall provide to Applied Magnetics Corporation ("Company") certain shareholder
information agent services (the "Services") with respect to the Company's
proposed Equity Rights Offering (the "Offering").
This Services Agreement is for separate services than those described
in a related Subscription Agent Agreement executed (or proposed to be executed)
between the Company and ChaseMellon.
THE SERVICES:
(i) Counseling you concerning the organization and timing of the
offering.
(ii) Assist in the coordination of all printing activities and if
deemed appropriate, advertisement placement.
(iii) Establishing contacts with brokers, dealers, banks and other
nominees on your behalf.
(iv) Determining the material requirements.
(v) Assistance with drafting and reviewing documents.
(vi) Facilitate the distribution of materials to the beneficial owners
of the Company's common stock and to other interested parties.
(vii) Building a file of eligible participants, including registered
holders and beneficial holders identified through our research.
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(viii) Status reporting to Company management.
(ix) Payment of all broker forwarding invoices, subject to collection
from you of monies for this purpose.
FEE FOR THE SERVICES:
The fee for performing the Services shall be $7,500, plus all
out-of pocket expense incurred by ChaseMellon, including, without limitation,
documentation preparation, telephone, Bank/Broker listings, and postage
costs. Such fees shall be payable upon the execution of this agreement.
Invoices for out-of-pocket expenses shall be rendered monthly as incurred and
shall be payable upon receipt. ChaseMellon's services shall commence upon
receipt of a signed copy of this contract and expire thirty days after the
expiration of the Rights Offering.
RESPONSIBILITY:
The Company agrees to indemnify and hold ChaseMellon, its directors,
officers, employees, agents harmless from and against any and all claims,
liabilities, losses, damages and/or expenses, including reasonable attorneys'
fees, which any of them shall or may incur or sustain in connection with the
performance of the services or this Services Agreement, except to the extent
caused directly by ChaseMellon's negligence or willful misconduct. This
indemnification obligation shall survive the termination of this Services
Agreement.
Any liability to you we may incur in connection with our provision
of services hereunder (including any additional services mutually agreed to by
you and us) shall be limited to and not exceed the fees actually paid to us
for provision of the services described above. Anything in this Services
Agreement to the contrary notwithstanding, in no event shall ChaseMellon be
liable for special, indirect or consequential loss or damage of any kind
whatsoever, even if ChaseMellon has been advised of the likelihood of such
loss or damage and regardless of the form of action.
MISCELLANEOUS:
This Services Agreement shall be made in, governed by, and construed
in accordance with the laws of the State of New York, without regard to
principles of conflicts of law.
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All information due to the Company from ChaseMellon shall be sent to
the Company's address as above written or such other address as the Company may
advise us in writing, or orally provided with prompt confirmation in writing.
This Services Agreement represents the entire understanding of the
parties with respect to the subject matter hereof, superseded any and all prior
understandings, oral or written, relating hereto and may not be charged orally.
Any waiver or change of any of the provisions hereof must be in writing and
signed by the parties hereto. The failure of either party hereto at any time to
require performance by the other party of any provision hereof shall not affect
the right of such party to require performance at any time thereafter.
If the foregoing terms and conditions are acceptable to ChaseMellon,
please sign and return to us the counterpart of this Services Agreement.
Very truly yours,
Applied Magnetics Corporation
By:______________________________
Name:______________________
Title:_______________________
Accepted as of the date first written above:
XXXXX XXXXXX SHAREHOLDER SERVICES LLP
By:__________________________
Name:________________________
Title: ________________________
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