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Exhibit 11(c)(6)
[CHASE MANHATTAN BANK LETTERHEAD]
March 29, 1999
Xxxxxxxxx & Xxxxx Group
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
CONFIDENTIALITY AGREEMENT
Dear Sirs:
Reference is hereby made to the Confidentiality Agreement, dated February 8,
1999 (the "Initial Agreement"), between The Chase Manhattan Corporation
("Chase") and Xxxxxxxxx & Xxxxx Group (the "Company"), pursuant to which the
Company agreed to provide certain information to Chase and its representatives
on a confidential basis in connection with a possible transaction referred to in
the Initial Agreement. Unless otherwise defined in this letter agreement,
capitalized terms used in this agreement are used as defined in the Initial
Agreement.
In connection with the Transaction referred to in the Initial Agreement, the
Company has requested that Chase furnish the Company and the Company's
representatives with certain information relating to Chase or the Transaction.
All such information (whether written or oral) furnished (whether before or
after the date hereof) by Chase or its directors, officers, employees,
affiliates, representatives (including, without limitation, financial advisors,
attorneys and accountants) or agents (collectively, "Chase's Representatives")
to the Company or its directors, officers, employees, affiliates,
representatives (including, without limitation, financial advisors, attorneys
and accountants), agents or potential sources of financing for the Transaction
(collectively, the "Company's Representatives") and all analyses, compilations,
forecasts, studies or other documents prepared by the Company or the Company's
Representatives in connection with the Company's or their review of, or the
Company's interest in, the Transaction which contain or reflect any such
information is hereinafter referred to as the "Chase Information". The term
Chase Information will not, however, include information which (a) is or becomes
publicly available other than as a result of a disclosure by the Company or the
Company's Representatives, (b) was available to the Company on a nonconfidential
basis prior to its disclosure to the Company by Chase or Xxxxx'x
Representatives, or (c) was or becomes available to the Company on a
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nonconfidential basis from a person, other than by Chase or Xxxxx'x
Representatives, who is not known by the Company to be bound by a
confidentiality agreement with Chase.
Accordingly, Chase and the Company hereby agree that, in connection with the
Transaction and the Chase Information:
1. The Company and the Company's Representatives will be bound by all
provisions of Sections 1 through 8 and 10 through 12 of the Initial
Agreement as if such Initial Agreement had been addressed to the Company
and dated the date of this letter agreement. Accordingly, the provisions
of Sections 1 through 8 and 10 through 12 of the Initial Agreement shall
be deemed to be incorporated by reference into this letter agreement in
full, except that:
(i) all references therein to the "Information" shall be deemed to
be references to the Chase Information;
(ii) all references therein to "you", "your" or "your
Representatives" shall be deemed to be references to the Company or the
Company's Representatives, as the case may be;
(iii) all references therein to "the Company", "we", "us", "our" or
"our Representatives" shall be deemed to be references to Chase or Xxxxx'x
Representatives, as the case may be; and
(iv) all references therein to the "date of this letter agreement" or
the "date first written above" shall be deemed to be references to March
25, 1999.
2. The Company acknowledges and agrees that Chase reserves the right in its
sole discretion to reject any and all proposals made by the Company or any
of the Company's Representatives with regard to the Transaction, and to
terminate discussions and negotiations with the Company at any time and
neither Chase nor any of Xxxxx'x Representatives will have any liability to
the Company with respect to the Transaction, whether by virtue of this
letter agreement, any other written or oral expression with respect to the
Transaction or otherwise.
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Please confirm your agreement with the foregoing by signing and returning to
the undersigned the duplicate copy of this letter enclosed herewith.
Very truly yours,
THE CHASE MANHATTAN CORPORATION
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
Accepted and Agreed as of the
date first written above:
XXXXXXXXX & XXXXX GROUP
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: CFO
