Exhibit 99.2
INFORMATION AGENT AGREEMENT
April ____, 2001
Xx. Xxxxxxx Xxxxxxxx
Corporate Secretary
Union Acceptance Corporation
0000 Xxxxxx Xxxxx Xxxx
Xxxxxx Xxxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
This Letter Agreement sets forth the terms and conditions pursuant to which
Union Acceptance Corporation (the "Company") has retained X. X. Xxxx & Co., Inc.
("King") in connection with a proposed rights offering.
The Company proposes to distribute subscription rights (the "Rights") to
subscribe for and purchase additional shares of Class A Common Stock, no par
value, of the Company (the "Class A Common Stock"). The offer to subscribe for
and purchase Class A Common Stock pursuant to the exercise of Rights is herein
referred to as the "Rights Offering."
1. The Company hereby retains King as Information Agent for advisory and
consulting services in connection with the Rights Offering and requests and
authorizes King to contact, and to provide information with respect to the
Rights Offering to, holders of the Class A Common Stock and Class B Common
Stock, no par value, of the Company, including delivery of material to
banks, brokers and nominees, receiving calls from shareholders and
telephoning holders of record and non-objecting beneficial owners. For this
purpose, King is authorized to use, and will be supplied by the Company
with as many copies as King may reasonably request of, the following
materials filed with the Securities and Exchange Commission (the
"Commission") or publicly released (or to be filed or publicly released) by
the Company in connection with the Rights Offering (collectively, the
"Rights Offering Materials"): (i) Prospectus; (ii) Subscription Rights
Certificate; (iii) press releases and newspaper advertisements; (iv) letter
to securities dealers, banks and trust companies, and letter from
securities dealers, banks and trust companies to their customers; (v)
Notice of Guaranteed Delivery and (vi) any and all amendments or
supplements to any of the foregoing.
2. The Company agrees to pay King as compensation for its services a fee of
$7,500, which is due upon the completion, expiration or termination, as the
case may be, of the Rights Offering at 5:00 p.m., Eastern Standard Time, on
_____, 2001. In the event the Company extends the term of the Rights
Offering, the Company agrees to pay King an additional fee of $1,000 for
each such extension. Further, the Company agrees to pay King $4.00 for each
completed telephone contact (incoming or outgoing) in connection with the
Rights Offering provided that the Company shall approve in advance the
number of shareholders who will receive outgoing calls after consultation
with you. In the event the Company requests King to provide additional
services, the Company agrees to pay King reasonable and customary
compensation, in an amount, if any, to be mutually agreed upon. The Company
agrees and acknowledges that its obligation under this paragraph 2 is not
in any way conditional upon the successful consummation of the Rights
Offering or dependent upon the amount of Common Stock sold by the Company
pursuant to the Rights Offering.
3. The Company agrees that King shall have the right to pass upon and approve
any and all references to King in the Rights Offering Materials. The
Company shall not file with the Commission, any other governmental or
regulatory authority or body or any court, or otherwise make public, any
document containing any reference to King unless and until King shall have
approved such reference.
4. The Company represents and warrants to King that:
(i) this Letter Agreement is a valid and binding agreement on the
Company's part;
(ii) all necessary corporate action will be duly taken by the Company prior
to the commencement of the Rights Offering to authorize the Rights
Offering, and the purchase of Common Stock in connection with the
Rights Offering; and
(iii)the Rights Offering, and the issuance and sale of Common Stock in
connection with the Rights Offering, and/or execution, delivery and
performance of this Letter Agreement, will not conflict with or result
in a material breach of or constitute a default under the Company's
articles of incorporation or by-laws, or any material agreement,
indenture, mortgage, note or other instrument by which the Company is
bound.
5. The Company will advise King promptly of the occurrence of any event which
would cause it not to proceed with, or to withdraw or abandon, the Rights
Offering. The Company will also advise King promptly of any proposal or
requirement to amend or supplement any of the Rights Offering Materials.
6. The Company hereby agrees to indemnify and hold harmless King, King's
controlling persons, officers, directors, employees, agents and
representatives (collectively, the "Indemnified Persons") from and against
any and all losses, claims, damages, liabilities and expenses whatsoever
(including but not limited to, all reasonable counsel fees, disbursements
and other out-of-pocket expenses) incurred by such Indemnified Persons: (i)
arising out of or based upon any facts or circumstances constituting a
violation of, or in conflict with, any of the representations and
warranties set forth in paragraph 4 above; or (ii) arising out of, relating
to or in connection with the Rights Offering, except to the extent caused
by willful misconduct, bad faith or gross negligence of an Indemnified
Party. The Company shall reimburse such Indemnified Persons for such
reasonable counsel fees and disbursements and other out-of-pocket expenses
at such time as they are paid or incurred by such Indemnified Persons. The
foregoing indemnity shall be in addition to any liability which the Company
might otherwise have to the Indemnified Persons. In no event shall the
Company be liable for special, indirect or consequential loss or damages of
any kind whatsoever, except to the extent caused by the willful misconduct
and gross negligence of the Company.
7. King agrees to notify the Company promptly of the assertion of any claim
against any of the Indemnified Persons in connection with the Rights
Offering. At the Company's election, unless counsel advises in writing
there is a conflict of interest, the defense of the Indemnified Persons
shall be conducted by the Company's counsel who shall be reasonably
satisfactory to King and the Indemnified Persons who are defendants in the
action or proceeding. Notwithstanding the Company's election to assume the
defense of such action or proceeding, an Indemnified Person may employ
separate counsel to represent it or defend it in such action or proceeding
and the Company will pay the reasonable fees and expenses of such counsel
as set forth above if such Indemnified Person reasonably determines and
counsel advises in writing that there are defenses available to such
Indemnified Person which are different from, or in addition to, those
available to the Company, or if a conflict of interest exists which makes
representation by counsel chosen by the Company not advisable; provided,
however, unless there are actual or potential conflicts of interest among
the Indemnified Persons, the Company will not be required to pay the fees
and expenses of more than one separate counsel for all Indemnified Persons
in any jurisdiction in any single action or proceeding. In any action or
proceeding the defense of which the Company assumes, the Indemnified
Persons shall nevertheless be entitled to participate in such action or
proceeding and retain their own counsel at such Indemnified Persons' own
expense. The Company shall not settle or compromise any such action or
proceeding without the Indemnified Persons' prior written consent which may
not be unreasonably withheld, unless the terms of the settlement or
compromise include an unconditional release of any such Indemnified Person
from all liability or loss arising out of such action or proceeding.
8. The representations and warranties contained in paragraph 4 above and the
indemnity provisions contained in paragraphs 6 and 7 above shall remain
operative and in full force and effect regardless of: (i) the termination,
expiration or consummation of the Rights Offering; and (ii) any
investigation made by or on behalf of any party.
9. This Letter Agreement shall be construed and enforced in accordance with
the laws of the State of New York. It is agreed that any action, suit or
proceeding arising out of or based upon this Letter Agreement shall be
brought in the United States District Court for the Southern District of
New York or any court of the State of New York of competent jurisdiction
located in such District, and the parties hereto hereby consent to the in
personam jurisdiction and venue of any such court and to service of process
by certified mail, return receipt requested.
If any provision of this Letter Agreement shall be held illegal or invalid
by any court, this Letter Agreement shall be construed and enforced as if such
provision had not been contained herein and shall be deemed an agreement between
the parties hereto to the fullest extent permitted by law.
If the foregoing correctly sets forth the understanding between the Company
and King, please indicate acceptance thereof in the space provided below for the
purpose, whereupon this letter and the Company's acceptance shall constitute a
binding agreement between the parties hereto.
X.X. XXXX & CO., INC.
By:
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Xxxxxx X. Xxxxxxxxxx
Senior Vice President
Accepted as of the date first above written:
UNION ACCEPTANCE CORPORATION
By:
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Name:
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Title:
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