January 24, 2008
Exhibit
99.10
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Winner of TOPS
Award
Highest-Rated Proxy Solicitation Firm |
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| PROXY SOLICITATION | • BANKRUPTCY SERVICES | • SECURITY HOLDER IDENTIFICATION |
• CORPORATE
GOVERNANCE
|
January
24, 2008
000 Xxxxxxx Xxxxxx
New York,
NY 10022
Attn: Xx. Xxxxxx
Xxxxx
Executive Vice President
Dear
Xxxxxx:
This will
serve as the agreement between The Xxxxxx Group, Inc. (“The Xxxxxx Group”) and
Centerline Holding Company (the “Client”), pursuant to which The Xxxxxx Group
will serve the Client as Information Agent for its Rights Offering (the
“Offer”).
As
Information Agent, The Xxxxxx Group will handle the following:
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1.
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Provide
strategic counsel to the Client and its advisors on the execution of the
steps to best ensure the success of the
Offer.
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2.
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Develop
a timeline, detailing the logistics and suggested communications
methods.
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3.
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Coordinate
the ordering and receipt of the Depository Trust Company participant
list(s) and non-objecting beneficial owner (NOBO)
list(s).
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4.
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Typeset
and place any summary advertisement in publication selected by the
Client.
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5.
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Contact
the reorganization departments at all banks and brokerage firms to
determine the number of holders and quantity of materials
needed.
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6.
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Coordinate
the printing of sufficient documents for the eligible universe of holders
(if requested to do so).
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7.
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Complete
the mailing of needed Offer material to any registered
holders.
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8.
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Distribute
the Offer material to banks and brokers, and follow up to ensure the
correct processing of such by each
firm.
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9.
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Distribute
the documents directly to the decision maker at each major institutional
holder, if any, to avoid the delay associated with the material being
filtered through the holders’ custodian bank or brokerage
firm.
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10.
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Establish
a dedicated toll-free number to answer questions, provide assistance and
fulfill requests for Offer
materials.
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11.
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If
requested, conduct an outbound phone campaign to targeted universe of
holders to confirm receipt and understanding of the Offer
materials.
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12.
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Maintain
contact with the bank and broker reorganization departments for ongoing
monitoring of the response to the
Offer.
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13.
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Provide
feedback to the Client and its advisors as to the response to the
Offer.
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14.
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Establish
ongoing coordination with the depositary to verify expected
tenders.
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| The Xxxxxx Group, Inc. |
• 0000 Xxxx Xxxxxx Xxxx,
0xx Xx., Xxxxxxxxx, XX 00000
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• Tel: 000.000.0000
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• Fax: 000.000.0000
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• xxx.xxxxxxxxxxx.xxx
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Fees
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1)
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The
Xxxxxx Group agrees to complete the work described above for a fee of
$8,000, plus $2,500 for any extensions of more than five business
days.
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2)
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In
addition, reasonable out-of-pocket expenses shall be reimbursed by the
Client, and will include such charges as search notification, postage,
mailing services, messengers, warehouse charges and overnight couriers,
other expenses incurred by The Xxxxxx Group in obtaining or converting
depository participant, transmissions from Broadridge, shareholder and/or
Non-Objecting Beneficial Owners (NOBO’s) listings; and reasonable and
customary charges for supplies, in-house photocopying, and facsimile
usage, and other similar
activities.
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3)
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If
requested a toll free number will be provided for any holder needing
assistance in filling out the letter of transmittal. The set-up
fee is $600 and then $4.50 per incoming call. An additional
$110.00 per hour will be invoiced for additional data processing time and
a charge of $0.07 per minute to cover telecommunications line charges
incurred during the telephone solicitation
campaign.
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4)
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If
applicable, outgoing calls or received calls for record or beneficial
owners, including Non-Objecting Beneficial Owners (NOBO’s), will be
charged at a fee of $5.00 per successful contact. A charge of
$0.15 per call will be charged for each unsuccessful attempt to contact a
shareholder. In addition, directory assistance will be charged at a rate
of $0.60 per each look-up and a charge of $0.07 per minute will be
invoiced to cover telecommunications line charges incurred during the
telephone solicitation campaign.
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5)
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An
invoice for the agreed base fee of $8,000 is attached and The Xxxxxx Group
requires that the signed contract and this retainer be received by our
office prior to the distribution of material. Out-of-pocket
expenses, fees for completed phone calls, set-up and other fees relating
to the toll free number, and charges for telephone look-ups will be
invoiced to the Client after the completion of the
project.
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6)
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Banks,
brokers and proxy intermediaries will be directed to send their invoices
directly to the Client for payment. The Xxxxxx Group will, if
requested, assist in reviewing and approving any or all of these
invoices.
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7)
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Copies
of supplier invoices and other back-up material in support of The Xxxxxx
Group’s out-of-pocket expenses will be available for review at the offices
of The Xxxxxx Group upon reasonable notice and during normal business
hours. Upon the Client’s written request, The Xxxxxx Group will
provide copies to the Client.
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8)
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The
Xxxxxx Group reserves the right to receive advance payment for any
individual out-of-pocket charge anticipated to exceed $500 before
incurring such expense. We will advise you by e-mail or fax of
any such request for an out-of-pocket
advance.
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2
Confidentiality
The
Xxxxxx Group acknowledges its responsibility, both during and after the term of
this agreement, to preserve the confidentiality of any proprietary or
confidential information or data developed by The Xxxxxx Group on the Client's
behalf or disclosed by the Client to The Xxxxxx Group.
Indemnification
It is
acknowledged that The Xxxxxx Group cannot undertake to verify facts supplied to
it by the Company or factual matters included in material prepared by the
Company and approved by the Company. Accordingly, the Company agrees
to indemnify and hold The Xxxxxx Group and all its employees harmless against
any loss, damage, expense (including, without limitation, legal and other
related fees and expenses), liability or claim arising out of The Xxxxxx Group’s
fulfillment of the agreement (except for any loss, damage, expense, liability or
claim resulting out of The Xxxxxx Group’s own gross negligence or willful
misconduct). At its election, the Company may assume the defense of
any such action. The Xxxxxx Group hereby agrees to advise the Company
of any such liability or claim promptly after receipt of the notice thereof;
provided however, that The Xxxxxx Group’s right to indemnification hereunder
shall not be limited by its failure to promptly advise the Company of any such
liability or claim, except to the extent that the Company is prejudiced by such
failure.
Termination
The
Xxxxxx Group's appointment under this Agreement shall be effective as of the
date of this letter and will continue thereafter until the termination or
completion of the assignment, or until such date as The Xxxxxx Group may
complete the duties requested by the Client or its counsel. The
Client will be responsible for paying all reasonable, out-of-pocket expenses
incurred on behalf of the Client by The Xxxxxx Group during the course of the
assignment including reasonable out-of-pocket expenses processed after the
completion of the assignment. To the extent the Offer does not occur,
The Xxxxxx Group will return to the client the Base Fee less any reasonable
out-of-pocket expenses incurred by The Xxxxxx Group hereunder through the date
of the termination hereof.
Governing
Law
This
Agreement will be governed and construed in accordance with the laws of the
State of New York for contracts made and to be performed entirely in 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, except that The
Xxxxxx Group may neither assign its rights nor delegate its duties without the
Client's prior written consent.
3
If you
are in agreement with the above, kindly sign a copy of this agreement in the
space provided for that purpose below and return to The Xxxxxx Group along with
the retainer of which an invoice is attached.
| Sincerely, | ||
| THE XXXXXX GROUP, INC. | ||
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/s/
Xxxxxx Xxxxxx
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||
| Xxxxxx Xxxxxx | ||
| Executive Managing Director |
Xxxxxx to
and accepted as of the date set forth below:
By; Xxxxxx Xxxxx -
Director_______________________
Print Authorized Name & Title
/s/ Xxxxxx
Xxxxx____________________________
Authorized Signature
1/28/08____________________________________
Date
4
| |
Winner of TOPS
Award
Highest-Rated Proxy Solicitation Firm |
|
| PROXY SOLICITATION | • BANKRUPTCY SERVICES | • SECURITY HOLDER IDENTIFICATION |
• CORPORATE
GOVERNANCE
|
RETAINER
INVOICE FOR INFORMATION AGENT SERVICES
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Date:
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1-24-08
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Invoice Number:
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08-A- 4598
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TO:
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000
Xxxxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attn:
Xx. Xxxxxx Xxxxx
Executive Vice President
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Retainer
for Information Agent Services, an invoice for all out of pocket expenses will
be sent after the expiration date.
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Amount
due prior to the mailing of the proxy material:
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$8,000
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Please
make all checks payable to The
Xxxxxx Group, Inc. and mail to:
The Xxxxxx Group
0000
Xxxx Xxxxxx Xxxx, 0xx
Floor
Lyndhurst, NJ 07071
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If you choose to wire the money, our bank information
is:
Citibank,
N.A.
000
Xxxx Xxxxxx
Xxx
Xxxx, XX 00000
Account
Name: The Xxxxxx Group
Account
Number: 00000000 ABA
Number: 000000000
For
International use our SWIFT code is:
XXXXXX00
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¨
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The
Xxxxxx Group, Inc. Tax ID # is
00-0000000
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| The Xxxxxx Group, Inc. |
• 0000 Xxxx Xxxxxx Xxxx,
0xx Xx., Xxxxxxxxx, XX 00000
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• Tel: 000.000.0000
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• Fax: 000.000.0000
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• xxx.xxxxxxxxxxx.xxx
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