EXHIBIT 99.2
[MacKenzie Partners, Inc. Letterhead]
April 12, 2000
Dynatech Corporation
0 Xxx Xxxxxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Sir or Madam:
This is to confirm our agreement that effective the date hereof MacKenzie
Partners, Inc. ("MacKenzie Partners") has been engaged by Dynatech Corporation
(the "Company") as Information Agent for its proposed Rights Offering (the
"Offer"). As Information Agent, MacKenzie Partners will perform customary
services (the "Services") to the Company, including: distribution of the Offer
materials to securityholders, providing information to security holders,
including through the provision of a toll-free telephone line, and providing
such other advisory services as may be requested from time to time by the
Company.
The Services shall continue until the expiration, termination or
cancellation of the Offer. In consideration of the Services you agree to pay
MacKenzie Partners the following:
1. A retainer fee of $2,500 payable upon execution of this agreement
applicable toward the final fee of $6,500. In the event you request us to
provide additional services not contemplated by this agreement, you agree
to pay us an additional amount, if any, to be mutually agreed upon based on
such additional services provided, payable upon expiration, termination or
cancellation of the Offer.
2. MacKenzie Partners' reasonable out-of-pocket expenses which shall
include but not be limited to: telephone and telecopier charges; copying
costs; messenger services; financial advertising; electronic news
distribution; news wire service charges; transportation, meals and lodging;
data processing; and mailing, postage and courier costs.
You agree to indemnify and hold us and our employees harmless against any
losses, claims, damages, liabilities or expenses (including, without
limitation, legal and other related fees and expenses) to which we may become
subject arising from or in connection with the Services or matters which are
the subject of this Agreement; provided, however, that you shall not be liable
under this sentence in respect of any loss, claim, damage, liability or expense
which was the result of our willful misfeasance or bad faith. The Company will
not be liable under this indemnity unless we give you prompt written notice of
any related claim or action brought against us. At your election, you may
assume the defense of any such claim or action. The provisions of this
paragraph shall survive the period of this Agreement.
We will hold in confidence and will not use nor disclose to third parties
information we receive from you or your agents or information developed by
MacKenzie Partners based upon such information we receive, except for
information which was public at the time of disclosure or becomes part of the
public domain without disclosure by us or information which we learn from a
third party which does not have an obligation of confidentiality to you.
This Agreement shall be interpreted according to and governed by the laws of
the State of New York and each of us consents to the exclusive jurisdiction of
the courts of such State.
Please confirm that the foregoing is in accordance with your understanding
by signing and returning to us the enclosed duplicate of this letter.
Sincerely yours,
Agreed to as of the date
first written above.
Agreed to as of the date first
written above.
MacKenzie Partners, Inc. Dynatech Corporation
By: By: _________________________________
Xxxxxxx X. Xxx, Xx.
Senior Vice President Name: _______________________________
Title: ______________________________
