EXHIBIT 99.2
January , 2000
GenTek Inc.
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Dear Sirs:
This letter of agreement sets forth the terms and conditions by which
ChaseMellon Consulting Services ('we', 'our', 'us') shall provide to GenTek
Inc., ('you', 'your') our Information Agent services (the 'services').
SERVICES
(i) Counseling you concerning the organization and timing of the
offering.
(ii) Assist in the coordination of all printing activities and
advertisement placement.
(iii) Establishing contacts with brokers, dealers, banks and other
nominees on your behalf.
(iv) Determining the material requirements.
(v) Assistance with drafting and reviewing documents.
(vi) Facilitate the distribution of materials to the registered and
beneficial owners of GenTek Inc.'s common stock and to other
interested parties.
(vii) Provide a toll-free telehone line for shareholder inquiries.
(viii) Building a file of eligible participants, including registered
holders and beneficial holders identified through our research.
(ix) Provide periodic status reports to management.
(x) Payment of all broker forwarding invoices, subject to collection
from you of monies for this purpose.
FEE FOR SERVICES
The base fee for acting as information agent and providing the above-listed
services is $7,500.00, plus all out-of-pocket expenses reasonably incurred by
us, including, without limitation, documentation preparation, telephone,
bank/broker listings, and postage costs. The base fee shall be payable upon the
execution of this agreement. Invoices for out-of-pocket expenses shall be
rendered monthly as incurred and shall be payable upon receipt. Our services
shall commence upon receipt of a signed copy of this contract and expire thirty
days after the expiration of the rights offering.
RESPONSIBILITY
You shall indemnify and hold us, our directors, officers, employees, agents
harmless from and against any and all claims, liabilities, losses, damages
and/or expenses, including reasonable attorneys' fees, which any of them shall
or may incur or sustain in connection with the performance of the services or
this services agreement, except to the extent caused directly by our gross
negligence or willful misconduct. This indemnification obligation shall survive
the termination of this services agreement.
Any liability to you we may incur in connection with our provision of
services hereunder (including any additional services mutually agreed to by you
and us) shall be limited to and not exceed the fees actually paid to us for the
provision of the services described above. Anything in this agreement to the
contrary notwithstanding, in no event shall we be liable for special, indirect
or consequential loss or damage of any kind whatsoever, even if we have been
advised of the likelihood of such loss or damage and regardless of the form of
action.
MISCELLANEOUS
This agreement shall be made in, governed by, and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law.
All information shall be sent to your address as above written or such
other address as you may advise us in writing, or orally confirmed in writing.
This agreement represents the entire understanding of the parties with
respect to the subject matter hereof, superseded any and all prior
understandings, oral or written, relating hereto and may not be changed orally.
Any waiver or change of any of the provisions hereof must be in writing and
signed by the parties hereto. The failure of either party hereto at any time to
require performance by the other party of any provision hereof shall not affect
the right of such party to require performance at any time thereafter.
If the foregoing terms and conditions are acceptable to you, please sign
and return to us the counterpart of this letter of agreement.
Very truly yours,
CHASEMELLON CONSULTING SERVICES L.L.C.
By: __________________________________
Title: _______________________________
Date: ________________________________
ACCEPTED
GENTEK INC.
By: __________________________________
Title: _______________________________
Date: ________________________________
