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EXHIBIT (c)(3)
FORM OF INFORMATION AGENT AGREEMENT
November 7, 1997
Xxxxxx Xxxxxxxxxxx
P. X. Xxx 000
Xxxx Xxxx, XX 00000
LETTER OF AGREEMENT
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This Letter of Agreement (the "Agreement") sets forth the terms and conditions
under which Xxxxxxxxx & Company Inc. ("Xxxxxxxxx") has been retained by Xxxxxx
Xxxxxxxxxxx ("Unisys") as Information Agent in connection with the Offer of
Premium Upon Conversion of Unisys 8-1/4% Convertible Notes due 2006 (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
noteholders and their representatives; provide prompt and accurate
information from the Offer documents to such persons; and, if
requested, call individuals who are registered holders.
2. Unisys will pay Xxxxxxxxx a fee of $10,000, 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 fifteen business days beyond the initial
expiration date. If Xxxxxxxxx is requested to call individuals who are
registered holders, Xxxxxx Xxxxxxxxxxx will pay Xxxxxxxxx an
additional sum computed on the basis of $8.00 per call. In addition,
Unisys 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 Unisys or
its agents and other expenses or disbursements authorized by Unisys 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, with the
exception of ADP Proxy Services which will xxxx you directly, for
forwarding Offer materials 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 prefer to pay
these bills directly, please strike out and initial this clause before
returning the Agreement to us.
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Xxxxxx Xxxxxxxxxxx
November 7, 1997
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4. Xxxxxxxxx hereby agrees not to make any representations not included in
the Offer documents.
5. Unisys agrees to indemnify and hold Xxxxxxxxx harmless against any loss,
damage, expense (including, without limitation, reasonable 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,
misconduct or breach hereof). At its election, Unisys may assume the
defense of any such action. Xxxxxxxxx hereby agrees to advise Unisys of
any such liability or claim promptly after receipt of any notice
thereof. Xxxxxxxxx hereby agrees not to settle any litigation in
connection with any claim or liability with respect to which Xxxxxxxxx
may seek indemnification from Unisys without Unisys prior written
consent. 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 Unisys or its agents for our use in providing
services under this Agreement, or information developed by Xxxxxxxxx
based upon such non-public information.
IF THE ABOVE IS AGREED TO BY YOU, PLEASE SIGN AND RETURN THE ENCLOSED DUPLICATE
OF THIS AGREEMENT TO XXXXXXXXX & COMPANY INC., XXXX XXXXXX XXXXX, XXX XXXX, XXX
XXXX 00000, ATTENTION: XXXXX XXXX, CONTRACT ADMINISTRATOR.
ACCEPTED: Sincerely,
XXXXXX XXXXXXXXXXX XXXXXXXXX & COMPANY INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxx XxXxxxxxx
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Xxxxx X. Xxxxx Xxx XxXxxxxxx
Title: Vice President and Treasurer Title: Senior Managing Director
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Date: November 7, 1997
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