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Exhibit 99.6
September 27, 1995
Ford Motor Company
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, 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 Ford Motor Company ("Ford") 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 or non-objecting beneficial owners.
2. Ford will pay Xxxxxxxxx a fee of Twenty Thousand Dollars
($20,000.00), 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. A total of 4,000 incoming and/or
outgoing calls is included in the base fee. If Xxxxxxxxx is requested to
call individuals who are holders of the issue, Ford will pay Xxxxxxxxx an
additional sum computed on the basis of $3.00 per call for all incoming
and/or outgoing calls exceeding 4,000, which fee will include all telephone
charges other than directory assistance charges. In addition, Ford 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 Ford or its agents and other expenses or disbursements
authorized by Ford or its agents.
3. If requested, Xxxxxxxxx will provide you a list of brokers and
banks forwarding Offer material to beneficial owners and forward their
bills to you for payment.
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4. Xxxxxxxxx hereby agrees not to make any representations not
included in the Offer documents.
5. Ford 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, Ford may assume the
defense of any such action. Xxxxxxxxx hereby agrees to advise Ford
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 Ford 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,
FORD MOTOR COMPANY XXXXXXXXX & COMPANY INC.
By: /s/ X. X. Xxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Director
Title: Assistant Treasurer
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Date: 9/27/95
