EXHIBIT 99.12
January 24, 2003
Harken Energy Corporation
000 XxxxXxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
This letter will serve as the agreement under which you will retain us to
act as Information Agent in connection with the Rights Offer to shareholders of
Harken Energy Corporation.
The services we will perform on your behalf will include the consultation
and preparation in connection with your Rights Offer, the delivery of material
to brokers, banks, nominees and institutions, and holders of record, acting as
Information Agent in connection with your Rights Offer, receiving calls from
shareholders, and telephoning holders of record and non-objecting beneficial
owners (NOBOs), if necessary.
For the above services our fee will be $5,000.00. Our fee assumes that there
is no counter Rights Offer. One half the fee ($2,500.00) is earned and due upon
the signing of this agreement; in addition, an advance against disbursements of
$3,500.00 is due as well. The balance of our fee will be payable upon the
initial expiration of the Rights Offer. Additional disbursements incurred by us
on your behalf will be payable monthly or upon the expiration of the Rights
Offer. Included in our disbursements will be our charges for the telephone
solicitation of holders of record and non-objecting beneficial owners (NOBOs).
The charge is $6.50 per holder and includes labor, directory assistance and all
related telephone expenses (covers up to three rounds of calls). In-bound calls
are also priced at $6.50 per holder.
This agreement covers the period from the announcement of your Rights Offer
through the initial expiration. Thereafter, this agreement will be extended for
a monthly fee of $1,000.00.
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 gross
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.
Harken Energy Corporation January 24, 2003
Page Two
Please acknowledge receipt of this agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy of 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,
HARKEN ENERGY CORPORATION XXXXXX & CO., INC.
By ______________________ By: _______________________________
Title: __________________ Title: ____________________________
Date: ___________________
XXXXXX & COMPANY, INC.
000 XXXX XXXXXX
XXXXXXXXXX XXXX.--0/XX/ XXXXX
XXX XXXX, XX 00000
TO: Harken Energy Corporation
Date: January 24, 2003
000 Xxxx Xxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attn: Mr. A. Xxxxx Xxxxxxxx
Vice President of Finance
and Corporate Secretary
DMC
Due Upon Receipt
--------------------------------------------------------------------------------
Re: Information Agent Services--Rights Offering
One half the fee pursuant to Letter of Agreement dated January 24, 2003 $2,500.00
Advance against disbursements.......................................... $3,500.00
---------
AMOUNT DUE.......................................................... $6,000.00
=========
Instructions for Wire
Transfer
Please wire funds to Xxxxxx & Co., Inc. using the
following information:
XX Xxxxxx Xxxxx Bank
ABA Number: 000-000-000
Private Banking
Division
Credit Account: T&I#0000-00-000
For Account Number: Q-00000000
For Account of Xxxxxx & Co., Inc.
