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Exhibit 99.4
[Letterhead of Xxxxxx & Co., Inc.]
__________ __, 1997
Hanover Direct, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Gentlemen:
This letter will serve as the agreement pursuant to which you will
retain us to act as Information Agent in connection with your Rights Offer to
Shareholders of Hanover Direct, Inc. (the "Offer"), currently expected to take
place in ____________, 1997.
The services we will perform on your behalf will include the following
services in connection with your Offer: consultation and preparation, delivery
of material to brokers, banks and nominees, acting as Information Agent,
receiving calls from shareholders, and telephoning holders of record and
non-objecting beneficial owners (NOBOs).
For the above services our fee will be $6,500.00. One half of the fee
($3,250.00), plus an advance against disbursements of $5,000.00, is due upon
the signing of this agreement. The balance of our fee, plus additional
disbursements incurred by us on your behalf, will be payable upon the
expiration of the Offer. Included in our disbursements will be our charge for
incoming and outgoing telephone calls, which will be $5.00 per shareholder,
such charge will include labor, directory assistance and all related telephone
expenses. The number of shareholders to be called is to be approved by you in
advance.
For a service charge of $5.00 per check, we will process and prepare
checks for Broker/Nominee invoices submitted for the mailing by them of your
Offer materials. A statement listing each of the Broker/Nominee invoices will
be furnished by us for your review and payment.
By signing this agreement you agree to indemnify and hold us harmless
against any loss, damage, expense (including reasonable legal fees and
expenses), liability or claim relating to or arising out of our performance of
this agreement except where we,
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Hanover Direct, Inc.
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or our employees, fail to comply with this agreement. However, you shall not
be obliged to indemnify us or hold us harmless against any such loss, damage,
expense, liability or claim which results from gross negligence, bad faith or
willful misconduct on our part or on the part of any of our employees. At your
election, you may assume the defense of any such action. We shall promptly
advise you in writing of any such liability or claim after receipt of notice of
any action or claim for which we may be entitled to indemnification hereunder.
This agreement shall be construed and enforced in accordance with the
laws of the State of New York and shall inure to the benefit of, and the
obligations created hereby shall be binding upon, the successors and assigns of
the parties hereto.
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 that provision had not been contained herein and shall be deemed an
agreement among us to the full extent permitted by applicable law.
Please acknowledge receipt of this agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy of this
letter to the undersigned, whereupon this agreement and your acceptance of the
terms and conditions herein provided shall constitute a binding agreement among
us.
Very truly yours,
XXXXXX & CO. INC.
Accepted:
HANOVER DIRECT, INC.
By: _______________________ By: _________________________
Title: ____________________ Title: ______________________
Date: _____________________
