Exhibit 6
September 18, 1996
Personal and Confidential
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Mr. Anthony Autorino
Chief Executive Officer
Shared Technologies Inc.
100 Great Meadow Road
Wethersfield, CT 06109
Dear Mr. Autorino:
The undersigned (the "Company") and you ("ST") are about to engage in
exploratory discussions regarding a possible acquisition by the Company of ST or
a similar transaction (any of the foregoing, a "Transaction"). The Company and
ST have each requested the right to review various non-public information
regarding the other (any such information, written or oral, regarding the
Company, including any of its direct or indirect subsidiaries, "Company
Evaluation Material" and any such information, written or oral, regarding ST,
including any of its direct or indirect subsidiaries, "ST Evaluation Material").
The Company hereby undertakes with respect to the ST Evaluation Material, and ST
hereby undertakes with respect to the Company Evaluation Material, and each of
the Company and ST otherwise agree as follows:
1. The Evaluation Material will be used solely for the purpose of
evaluating a possible Transaction, and until two (2) years from
the date hereof, such Evaluation Material will be kept strictly
confidential by the Company or ST, as the case may be, and their
respective affiliates, directors, officers, employees, advisors
(including Bear, Stearns & Co. Inc., who has been retained by the
Company to act on its behalf), agents or controlling persons
(such affiliates and other persons being herein referred to
collectively as "Representatives", except that the Evaluation
Material or portions thereof may be disclosed to Representatives
who need to know such information for the purpose of evalu-
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ating a possible Transaction (it being understood that prior to
such disclosure Representatives will be informed of the
confidential nature of the Evaluation Material and shall be agree
to be bound by this Agreement). The Company and ST agree to be
responsible for any breach of this Agreement by their respective
Representatives.
2. The term "Evaluation Material" does not include any information
which (i) at the time of disclosure or thereafter is generally
known by the public (other than as a result of its disclosure by
the Company or ST or their respective Representatives) or (ii)
was or becomes available to the Company or ST, as the case may
be, on a nonconfidential basis from a person not to the knowledge
of the Company or ST, as the case may be, otherwise bound by a
confidentiality agreement with the other and who is not, to the
knowledge of the Company or ST, as the case may be, otherwise
prohibited from transmitting the information to the Company or
ST, as the case may be, or (iii) is independently developed by
the Company or ST, as the case may be, or their respective
Representatives. As used in this Agreement, the term "person"
shall be broadly interpreted to include, without limitation, any
corporation, company, joint venture, partnership or individual
and the term "affiliate" shall have the meaning set forth in Rule
144 issued under the Securities Act of 1933.
3. In the event the Company, ST or their respective Representatives
are required by applicable law or regulation or by legal process
to disclose any Evaluation Material each agrees to (i)
immediately notify the other of the existence, terms and
circumstances surrounding such a request, and (ii) consult with
the other on the advisability of taking legally available steps
to resist or narrow such request.
4. Prior to the earlier of two (2) years from the date hereof or the
completion of a Transaction, unless otherwise required by law in
the opinion of outside counsel, neither the Company nor ST will,
without prior written consent of the
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other, disclose to any person either the fact that discussions or
negotiations are taking place concerning a possible Transaction,
or any of the terms, conditions or other facts with respect to
any such possible Transaction, including the status thereof and
the fact that the Evaluation Material has been made available to
the Company or ST.
5. The Company and ST each hereby acknowledges that it is aware, and
that it will advise its Representatives who receive the
Evaluation Material, that the United States securities laws
prohibit any person who has material, non-public information
concerning the matters which are the subject of this Agreement
from purchasing or selling securities of the other (and options,
warrants and rights relating thereto) or from communicating such
information to any other person under circumstances in which it
is reasonably foreseeable that such person including, without
limitation, any of its Representatives, is likely to purchase or
sell such securities.
6. Neither the Company nor any of its Representatives, on the one
hand, nor ST or any of its Representatives, on the other hand, is
making any representation or warranty hereunder, express or
implied, as to the accuracy or completeness of the Company
Evaluation Material or ST Evaluation Material, respectively, or
any other information provided pursuant hereto. Neither party,
nor any of their respective affiliates, Representatives,
officers, directors, employees, agents or controlling persons
(within the meaning of the 1934 Act) shall have any liability
hereunder to the other or any other person (including, without
limitation, any of its Representatives) resulting from use of the
Evaluation Material.
7. The Company and ST agree that unless and until a definitive
agreement with respect to any Transaction has been executed and
delivered, neither party will be under any legal obligation of
any kind whatsoever with respect to such
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a Transaction by virtue of (i) this Agreement or (ii) any written
or oral expression with respect to such a Transaction except, in
the case of this Agreement, for the matters specifically agreed
to herein.
8. Neither party has granted the other any license, copyright, or
similar right with respect to any of the Evaluation Material or
any other information provided pursuant hereto.
9. Upon determining not to proceed with a Transaction, the Company
or ST, as the case may be, will promptly advise the other of that
determination in writing. In that event or at any time requested
by either the Company or ST, all Evaluation Material, including
all copies, reproductions, summaries, extracts thereof or based
thereon, previously provided to the other shall be returned or be
certified in writing to have been destroyed.
10. The Company and ST shall be entitled to equitable relief by way
of injunction for any breach or threatened breach of any of the
provisions of this Agreement by the other.
11. The validity and interpretation of this Agreement shall be
governed by, and construed and enforced in accordance with, the
laws of the State of New York applicable to agreements made and
to be fully performed therein (excluding the conflicts of laws
rules). The Company and ST irrevocably submit to the
jurisdiction of any court of the State of New York or the United
States District Court of the Southern District of the State of
New York for the purpose of any suit, action or other proceeding
arising out of this Agreement, or any of the agreements or
transactions contemplated hereby, which is brought by or against
it and (i) hereby irrevocably agree that all claims in respect of
any such suit, action or proceeding may be heard and determined
in any such court, (ii) to the extent that either the Company or
ST has acquired, or hereafter may acquire, any immunity from
jurisdiction of any such court or from any legal process therein,
it hereby waives to the fullest extent permitted by law, such
immunity and (iii) agrees not to commence any action, suit or
pro-
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ceeding relating to this Agreement or any Transaction except in
such court. Each of the Company and ST hereby waives, and agrees
not to assert in any such suit, action or proceeding, in each
case, to the fullest extent permitted by applicable law, any
claim that (a) it is not personally subject to the jurisdiction
of any such court, (b) it is immune from any legal process
(whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with
respect to it or its property or (c) any such suit, action or
proceeding is brought in an inconvenient forum.
12. The benefits of this Agreement shall inure to the respective
successors and assigns of the parties and the obligations and
liabilities assumed in this Agreement by the parties hereto shall
be binding upon their respective successors and assigns.
13. If it is found in a final judgment by a court of competent
jurisdiction (not subject to further appeal) that any term or
provision hereof is invalid or unenforceable, (i) the remaining
terms and provisions hereof shall be unimpaired and shall remain
in full force and effect and (ii) the invalid or unenforceable
provision or term shall be replaced by a term or provision that
is enforceable and that comes closest to expressing the intention
of such invalid or unenforceable term or provision.
14. This Agreement embodies the entire agreement and understanding of
the parties hereto and supersedes any and all prior agreements,
arrangements and understandings relating to the matters provided
for herein. No alteration, waiver, amendment, change or
supplement hereto shall be binding or effective unless the same
is set forth in writing signed by a duly authorized
Representative of each party.
15. For the convenience of the parties, any number of counterparts of
this Agreement may be executed by the parties hereto. Each such
counterpart shall be, and shall be deemed to be, an
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original instrument, but all such counterparts taken together
shall constitute one and the same Agreement.
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This Agreement is being delivered to you in duplicate. Kindly execute
and return one copy of this letter which will constitute our Agreement with
respect to the subject matter of this letter.
Very truly yours,
INTERMEDIA COMMUNICATIONS INC.
By:
---------------------------------
David C. Ruberg, Chairman and Chief
Executive Officer
Confirmed and agreed to
this ____ day of September, 1996
SHARED TECHNOLOGIES INC.
By:
----------------------------
Anthony Autorino,
Chief Executive Officer
This Agreement is being delivered to you in duplicate. Kindly execute
and return one copy of this letter which will constitute our Agreement with
respect to the subject matter of this letter.
Very truly yours,
INTERMEDIA COMMUNICATIONS INC.
By:
---------------------------------
David C. Ruberg, Chairman and Chief
Executive Officer
Confirmed and agreed to
this ____ day of November, 1996
SHARED TECHNOLOGIES INC.
By:
----------------------------
Anthony Autorino,
Chief Executive Officer