1
Exhibit 99.12
[LETTERHEAD OF XXXXXX & CO., INC]
December 7, 1998
MEMC Electronic Materials, Inc.
000 Xxxxx Xxxxx
Xx. Xxxxxx, XX 00000
This letter will serve as the agreement under which you will retain us to act as
Information Agent in connection with your Rights Offering (the "Offer") to
shareholders of MEMC Electronic Materials, Inc.
The services we will perform on your behalf will include the consultation and
preparation in connection with the Offer, the delivery of material to brokers,
banks, nominees and institutions, acting as Information Agent in connection with
the Offer. These services will also include receiving calls from shareholders,
and telephoning holders of record and non-objecting beneficial owners ("NOBOs").
For the above services our fee will be $5,000.00. Our fee assumes that there is
no counter offer. One half of the fee ($2,500.00) is earned and due upon the
signing of this agreement; in addition, an advance against disbursements of
$10,000.00 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
the disbursements will be our charges for calls received from shareholders and
for the telephone solicitation of holders of record and NOBOs. The charge is
$6.50 per call and includes labor and all related telephone expenses (covers up
to three rounds of calls).
This agreement covers the period from December 1, 1998 through February 28,
1999. Thereafter, this agreement will be extended for a monthly fee of
$1,000,00.
2
XXXXXX & CO., INC.
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 obliged to indemnify us or hold us harmless against any such loss,
damage, expense, liability, or claim which results from 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 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 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,
MEMC Electronic Materials, Inc. XXXXXX & CO., INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------- ---------------------------
Title: Corp V.P., Secretary & Title: Sr. V.P.
General Counsel
Date: 12/15/98
