February 26, 1998
Precision Castparts Corp.
0000 XX Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
This letter will serve as the agreement under which you will retain us
to act as information Agent in connection with your Tender Offer to
shareholders of Environment One Corporation.
The services we will perform on your behalf will include the
consultation and preparation in connection with your Offer, the delivery of
material to brokers, banks, nominees and institutions, and holders of record,
acting as Information Agent in connection with your Offer, receiving calls
from shareholders, and telephoning holders of record and non-objecting
beneficial owners (NOBOs).
For the above services our fee will be $7,500.00. Our fee assumes that
there is no counteroffer. One-half of the fee ($3,750.00) is earned and due
upon the signing of this agreement. In addition, an advance against
disbursements of $2,500.00 is due as well. The balance of our fee will be
payable upon the initial expiration of the Offer. Additional disbursements
incurred by us on your behalf will be payable monthly or upon the expiration
of the Offer. Included in our disbursements will be charges for receiving
calls from shareholders and making calls to shareholders of record and
non-objecting beneficial owners (NOBO's). Our charge for this service will
be $5.00 per call; such charge will include labor, directory assistance and
all related telephone expenses.
This agreement covers the period from March 3, 1998 through April 10,
1998. Thereafter, this agreement may be extended for a monthly fee of
$1,500.00.
You shall retain Xxxxxx & Co. for the production and placement of all
advertising copy approved by you or your legal counsel for use relating to
the tender offer. The rates charged by Xxxxxx & Co. will be the regular
open-line rates charged by the selected newspaper for the section in which
the advertisement runs. You recognize that the material to be published is
your sole property and is not the opinion of Xxxxxx & Co. All advertising
shall be at your sole authorization and instruction.
Precision Castparts Corp.
March 2, 1998
Page 2
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, or our employees, fail to comply with this agreement; provided, however,
that you shall not be obligated 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 of any of our
employees.
At your election, you may assume the defense of any such action. We
shall advise you in writing of any such liability or claim promptly after
receipt of any 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 assigned
of the parties hereto.
If any provisions 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.
For a service charge of $5.00 per check, we will process and prepare
checks for Broker/Nominee invoices submitted for their mailing of your
materials. A statement listing each of the Broker/Nominee invoices will be
furnished by us for your review and payment.
Please acknowledge receipt of this agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy to
the undersigned, whereupon this agreement and your acceptance of the terms
and conditions herein provided shall constitute a binding agreement among us.
Accepted: Very truly yours,
PRECISION CASTPARTS CORP. XXXXXX & CO., INC.
By: XXXXXXX X. XXXXXXX By:
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Title: Vice President and Chief Title:
Financial Officer ---------------------
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Date: February 26, 1998
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