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Exhibit 99.6
Form of Information Agent Agreement March __, 1996
Ohio Edison Company
00 Xxxxx Xxxx Xxxxxx
Xxxxx, XX 00000
LETTER OF AGREEMENT
This Letter of Agreement (the "Agreement") sets forth the terms and conditions
under which Xxxxxxxxx & Company Inc. ("Xxxxxxxxx") has been retained by Ohio
Edison Company ("Ohio Edison") as Information Agent for its upcoming exchange
offer (the "Offer"). The term of the Agreement shall be the term of the Offer,
including any extensions thereof.
1. During the term of the Agreement, Xxxxxxxxx will: provide advice and
consultation with respect to the planning and execution of the Offer;
assist in the preparation and placement of newspaper ads; assist in the
distribution of Offer documents to brokers, banks, nominees,
institutional investors, and other shareholders and investment community
accounts; answer collect telephone inquiries from shareholders and their
representatives; and, if requested, call individuals who are registered
holders.
2. Ohio Edison will pay Xxxxxxxxx a fee of $10,000.00, of which half is
payable in advance per the enclosed invoice and the balance at the
expiration of the offer, plus an additional fee to be mutually agreed
upon if the offer is extended more than thirty days beyond the initial
expiration date or if there is a competing offer. If Xxxxxxxxx is
requested to call individuals who are holders of the issue, Ohio Edison
Company will pay Xxxxxxxxx an additional sum computed on the basis of
$4.50 per call for all incoming and/or outgoing calls. In addition, Ohio
Edison will reimburse Xxxxxxxxx for reasonable costs and expenses
incurred by Xxxxxxxxx in fulfilling the Agreement, including but not
limited to: expenses incurred by Xxxxxxxxx in the preparation and
placement of newspaper ads, including typesetting and space charges;
postage and freight charges incurred by Xxxxxxxxx in the delivery of
Offer documents; printing costs; charges for the production of
shareholder lists (paper, computer cards, etc.), statistical analyses,
mailing labels, or other forms of information requested by Ohio Edison
or its agents and other expenses or disbursements authorized by Ohio
Edison or its agents.
3. If requested, we will check, itemize and pay, on your behalf, from funds
provided by you, the charges of brokers and banks for forwarding Offer
material to beneficial owners. To ensure that we have sufficient funds
in your account to pay these bills promptly, you agree to provide us, at
the time we complete the initial delivery of this material, with a
preliminary payment equal to 75% of the anticipated broker and bank
charges for distributing this material. For this service, you will pay
us five dollars and fifty cents ($5.50) for each broker and bank invoice
paid by us. If you
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Ohio Edison Company
March __, 1996
Page 2
prefer to pay these bills directly, please strike out and initial this
clause before returning the Agreement to us.
4. Xxxxxxxxx hereby agrees not to make any representations not included in
the Offer documents.
5. Ohio Edison agrees to indemnify and hold Xxxxxxxxx harmless against any
loss, damage, expense (including, without limitation, legal and other
related fees and expenses), liability or claim arising out of
Xxxxxxxxx'x fulfillment of the Agreement (except for any loss, damage,
expense, liability or claim arising out of Xxxxxxxxx'x own negligence or
misconduct). At its election, Ohio Edison may assume the defense of any
such action. Xxxxxxxxx hereby agrees to advise Ohio Edison of any such
liability or claim promptly after receipt of any notice thereof. The
indemnification contained in this paragraph will survive the term of the
Agreement.
6. Xxxxxxxxx agrees to preserve the confidentiality of all non-public
information provided by Ohio Edison or its agents for our use in
providing services under this Agreement, or information developed by
Xxxxxxxxx based upon such non-public information.
By executing the Agreement below the undersigned agrees to be bound by its
terms.
ACCEPTED: Sincerely,
OHIO EDISON COMPANY XXXXXXXXX & COMPANY INC.
By: By:
-------------------------------- ---------------------------------
Managing Director
Title:
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Date:
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