1
EXHIBIT 99(f)
_____, 1997
General Motors Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
LETTER OF AGREEMENT
This Letter of Agreement (the "Agreement") sets forth the terms and conditions
under which Xxxxxxxxx & Company Inc. ("Georgeson") has been retained by General
Motors Corporation ("General Motors") as Information Agent for its exchange
offers relating to its Series D and G Preference securities (together, the
"Offer"). The term of the Agreement shall be the term of the Offer, including
any extensions thereof.
1. During the term of the Agreement, Xxxxxxxxx will: provide
advice and consultation with respect to the planning and
execution of the Offer; assist in the preparation and
placement of newspaper ads; assist in the distribution of
Offer documents to brokers, banks, nominees, institutional
investors, and other shareholders and investment community
accounts; answer collect telephone inquiries from shareholders
and their representatives; and, if requested, call individuals
who are registered holders.
2. General Motors will pay Xxxxxxxxx a fee of $20,000.00, of
which half is payable in advance per the enclosed invoice and
the balance is payable at the expiration of the Offer, plus an
additional fee to be mutually agreed upon if the Offer is
extended more than fifteen days beyond the initial expiration
date. If Xxxxxxxxx is requested to call less than 15,000
individuals who are holders of the securities of General
Motors, General Motors Corporation will pay Xxxxxxxxx an
additional sum computed on the basis of $3.75 per call. If
the number of calls made exceeds 15,000, the fee will be $3.50
per call.
3. In connection with our services under this agreement, you
agree to reimburse us, or pay directly, or, where requested by
us, advance sufficient funds to us for payment for the
following costs and expenses:
--reasonable expenses incidental to the Offer, including
typesetting, printing, distribution, mailing, postage and
freight charges incurred by us on your behalf;
--reasonable expenses we incur in working with your agents or
other parties, including bank threshold lists, data
processing, charges for facsimile
25
2
General Motors Corporation
________, 1997
Page 2
transmissions or other forms of electronic communications,
charges of courier, and other such services, in each case
authorized by you;
--reasonable expenses we incur at your request or for your
convenience, including printing additional and/or supplemental
material, copying, and travel expenses incurred at your
request of our executives;
--reasonable fees and expenses authorized by you resulting
from extraordinary contingencies during the solicitation,
including advertising, media relations, stock watch and
analytical services.
4. If requested, we will check, itemize and pay, on your behalf,
from funds provided by you, the charges of brokers and banks,
with the exception of ADP Proxy Services which will bill you
directly, for forwarding Offer material to beneficial owners.
To ensure that we have sufficient funds in your account to pay
these bills promptly, you agree to provide us, at the time we
complete the initial delivery of this material, with a
preliminary payment equal to 75% of the anticipated broker and
bank charges for distributing this material. For this
service, you will pay us five dollars and fifty cents ($5.50)
for each broker and bank invoice paid by us. If you prefer to
pay these bills directly, please strike out and initial this
clause before returning the Agreement to us.
5. Xxxxxxxxx hereby agrees not to make any representations not
included in the Offer documents.
6. General Motors agrees to indemnify and hold Xxxxxxxxx harmless
against any loss, damage, reasonable expense (including,
without limitation, reasonable legal and other related fees
and expenses), liability or claim arising out of Xxxxxxxxx'x
fulfillment of the Agreement (except for any loss, damage,
expense, liability or claim arising out of Xxxxxxxxx'x own
negligence or misconduct). At its election, General Motors
may at any time assume or participate in the defense of any
such action. Xxxxxxxxx hereby agrees to advise General Motors
of any such liability or claim promptly after receipt of any
notice thereof. The indemnification contained in this
paragraph will survive the term of the Agreement.
7. Xxxxxxxxx agrees to indemnify and hold General Motors harmless
against any loss, damage, reasonable expense (including,
without limitation, reasonable legal and other related fees
and expenses), liability or claim arising out of General
Motors' fulfillment of the Agreement (except for any loss,
damage, expense, liability or claim arising out of General
Motors' own negligence or misconduct). At its election,
Xxxxxxxxx may assume the defense of any such
3
General Motors Corporation
_________, 1997
Page 3
action. General Motors hereby agrees to advise Xxxxxxxxx of
any such liability or claim promptly after receipt of any
notice thereof. The indemnification contained in this
paragraph will survive the term of the Agreement.
8. Xxxxxxxxx agrees to preserve the confidentiality of all
non-public information provided by General Motors or its
agents for our use in providing services under this Agreement,
or information developed by Xxxxxxxxx based upon such
non-public information.
IF THE ABOVE IS AGREED TO BY YOU, PLEASE SIGN AND RETURN THE ENCLOSED DUPLICATE
OF THIS AGREEMENT TO XXXXXXXXX & COMPANY INC., WALL STREET PLAZA, NEW YORK, NEW
YORK 10005, ATTENTION: XXXXX XXXX, CONTRACT ADMINISTRATOR.
ACCEPTED: Sincerely,
GENERAL MOTORS CORPORATION XXXXXXXXX & COMPANY INC.
By:_______________________________________By:_______________________________
Xxx XxXxxxxxx
Title:____________________________________
Senior Managing Director
Date:_____________________________________
