EXHIBIT 99.2
ESCROW AGREEMENT
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THIS ESCROW AGREEMENT (this "Agreement") is made as of April 30, 1998, by
and among Vulcan Materials Company, a New Jersey corporation ("Vulcan"), X.X.
Xxxxxxxx Quarries, Inc., a Georgia corporation ("Xxxxxxxx"), the shareholders of
Xxxxxxxx listed on SCHEDULE A hereto (each being a "Shareholder," and all of
them together being the "Shareholders") and SunTrust Bank, Atlanta, a Georgia
banking corporation ("Escrow Agent").
BACKGROUND
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A. Vulcan, Xxxxxxxx and the Shareholders are parties to that certain Asset
Purchase Agreement and Plan of Reorganization, dated September 29, 1997 (the
"Asset Purchase Agreement"), by and among Xxxxxxxx, the Shareholders and Vulcan,
as amended by the First Amendment to the Asset Purchase Agreement dated December
19, 1997, and the Second Amendment to the Asset Purchase Agreement dated January
15, 1998 (collectively, the "Purchase Agreement").
B. The capitalized terms used herein and not otherwise defined herein
shall have the meanings given such terms in the Purchase Agreement.
C. The 37 acre tract of land described in SCHEDULE A was formerly owned by
Xxxxxxxx and was conveyed to Xxxxxx County, Georgia on January 21, 1998 (the
"Parcel").
D. The parties to the Purchase Agreement acknowledge that Vulcan has
assumed as part of its operating plan for the Parcel that a rebuilt stone
processing plant (the "Plant") will be placed on the Parcel no later than the
seventh anniversary of the Closing of the Purchase Agreement.
E. The parties have agreed to place 10,293 shares of Common Stock of
Vulcan ("Common Stock") into escrow at the Closing to protect Vulcan against the
adverse financial consequences of being unable to place the Plant on the Parcel.
F. Escrow Agent is willing to accept the escrow fund and to hold and
distribute the escrow fund in accordance with the terms and conditions set forth
herein.
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Appointment of Escrow Agent. Vulcan, Xxxxxxxx and each of the
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Shareholders hereby designate and appoint Escrow Agent to serve as escrow agent
hereunder, and Escrow Agent hereby confirms its agreement to act as escrow agent
upon the terms, conditions, and provisions of this Agreement and no additional
duties or obligations shall be implied hereunder.
2. Creation of the Escrow Shares.
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(a) Concurrently with the Closing and the execution and delivery of this
Agreement, the Shareholders have deposited 10,293 shares of Common Stock with
Escrow Agent (the "Escrow Shares").
(b) On this date, each Shareholder shall execute and deliver one or more
stock powers in negotiable form representing the Escrow Shares and naming Escrow
Agent, as representative of the respective interests of the Shareholders, as the
registered holder.
(c) Escrow Agent acknowledges receipt of the Escrow Shares and agrees to
hold and disburse the Escrow Shares for the benefit of Vulcan and the
Shareholders, as the case may be, in accordance with the provisions of this
Agreement.
(d) SCHEDULE B hereto sets forth the respective number of Escrow Shares of
each Shareholder as of May 1, 1998 (each Shareholder's "Escrow Shares").
(e) The Shareholders are entitled to receive currently any and all cash
dividends or other cash income with respect to each Shareholder's Escrow Shares
("Dividends"). The Shareholders shall include any Dividends in their respective
incomes. Each Shareholder has the right to direct Escrow Agent in writing as to
the exercise of voting rights with respect to the portion of the Escrow Shares
held by the Escrow Agent on behalf of such Shareholder, and the Escrow Agent
shall comply with any such directions if received in a timely manner. In the
absence of such directions, the Escrow Agent shall not vote any such portion of
the Escrow Shares.
(f) In the event of any stock split or stock dividend with respect to the
Escrow Shares that becomes effective during the term of this Agreement, the
additional shares so issued with respect to the Escrow Shares shall be added to
the Escrow Shares and subject to the escrow covered by this Agreement, and any
other references herein to a specific number of shares of the Common Stock shall
be adjusted accordingly.
(g) Escrow Agent shall maintain a ledger (the "Escrow Ledger") setting
forth (i) the name and address of each Shareholder, (ii) the amount of the
Escrow Shares, (iii) the portion of the Escrow Shares attributable to each
Shareholder, (iv) the amount of Dividends, (v) each Shareholder's share of
Dividends based on such Shareholder's Escrow Shares, and (vii) such other
information as Vulcan or the Shareholders may reasonably require from time to
time in writing for the administration of this Agreement. Escrow Agent shall
send copies of each updated version of the Escrow Ledger to Vulcan and all
Shareholders as soon as practicable
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following each such update and each March 31, June 30, September 30 and December
31 during the term of this Agreement.
3. Term. The term of this Agreement commences on the date hereof and
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shall terminate at such time as all of the Escrow Shares have been distributed
to Vulcan or the Shareholders pursuant to the terms of this Agreement.
4. Certificate of Zoning Compliance/Building Permit. Vulcan shall take
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reasonable efforts to apply to the City of Atlanta, Georgia, for (a) a
Certificate of Zoning Compliance confirming that the zoning status of the Parcel
allows as a permitted use the construction of the proposed Plant, or (b) a land
disturbance permit authorizing the construction of the proposed Plant on the
Parcel, or (c) a building permit authorizing the construction of the proposed
Plant on the Parcel (in each case, the "Approval"). Xxxxxxxx and the
Shareholders expressly acknowledge that Vulcan has the sole discretion to select
among the three foregoing options to confirm the zoning status of the Parcel.
Vulcan shall apply to the City of Atlanta for the Approval by no later than
October 30, 2004.
5. Distributions from Escrow Shares.
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(a) Unless Escrow Agent receives on or before October 30, 2004 evidence in
the form of a certified letter from the City of Atlanta stating that Vulcan has
applied for the Approval (or other reasonable documentation to such effect),
Escrow Agent shall distribute the Escrow Shares to the Shareholders in
accordance with each Shareholder's Escrow Shares.
(b) Subject to the provisions of Section 5(e), if Vulcan applies for the
Approval and the Approval is denied solely by reason of the failure of the
Parcel (which failure existed on the Closing Date) to comply in all material
respects with zoning ordinances that are legally valid and applicable to the
Parcel, then, upon receipt of evidence of such denial in the form of a copy of
the application submitted to the City of Atlanta and a copy of the transmittal
from the City of Atlanta ruling on such application, Escrow Agent shall
distribute the Escrow Shares to Vulcan.
(c) If the City of Atlanta grants the Approval, Vulcan shall provide notice
to the Shareholders and to Escrow Agent of such grant in accordance with Section
12(e) and, upon receipt of such notice (or other reasonable documentation to
such effect), Escrow Agent shall distribute the Escrow Shares to the
Shareholders in accordance with each Shareholder's Escrow Shares.
(d) Except as otherwise provided in Section 5(e), if no evidence of the
denial or approval of the Certificate of Zoning Compliance is provided to Escrow
Agent on or before the close of business on May 1, 2005, Escrow Agent shall
promptly distribute the Escrow Shares to the Shareholders in accordance with
each Shareholder's Escrow Shares.
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(e) Neither Vulcan nor Escrow Agent has the obligation to seek
administrative review or institute litigation regarding the decision by the City
of Atlanta, Georgia to grant or deny the Approval; provided, however, Vulcan
shall (i) allow the Shareholders to conduct an appeal of any such decision on
behalf of Vulcan and, if necessary or advisable, in Vulcan's name (with Vulcan's
participation, if such participation is desired by Vulcan) and (ii) cooperate
with any such appeal by the Shareholders. If such an appeal is filed, Escrow
Agent shall not distribute the Escrow Shares while the appeal is pending. If
such an appeal is pending on May 1, 2005, the deadline provided in Section 5(d)
shall not expire and Escrow Agent shall not distribute the Escrow Shares before
there is a determination of the appeal. If the appeal is successful, then upon
receipt of reasonable documentation to such effect, Escrow Agent shall promptly
distribute the Escrow Shares to the Shareholders in accordance with each
Shareholder's Escrow Shares. If the Approval is denied after exhaustion of all
appeals, Escrow Agent shall distribute the Escrow Shares to Vulcan.
(f) Escrow Agent shall have no liability in acting upon any of the above
evidence. In addition, Escrow Agent shall not have any responsibility to elicit
or obtain any such evidence from the City of Atlanta, Georgia, but shall act
only on evidence which has been provided to Escrow Agent.
(g) Escrow Agent shall be entitled to rely upon and shall be protected in
acting upon any certification, statement, request, consent, receipt,
instructions, or agreement whatsoever which Escrow Agent in good faith believes
to be genuine, to have been signed or presented by the person or parties
purporting to sign or present the same, not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and
accuracy of any information therein contained, so long as it conforms to the
provisions of this Agreement and so long as a copy of it has been provided to
both Vulcan and Xxxxxxxx at least ten (10) days prior to Escrow Agent's action,
and in reliance thereon Escrow Agent shall not incur any liability under this
Agreement.
6. Escrow Agent's Duties. Escrow Agent has only such duties as expressly
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set forth in this Agreement and the Schedules hereto, and is not required, in
carrying out its duties under this Agreement, to refer to the Purchase Agreement
or any other agreement between the parties or any of them or among the parties
or any of them and any other person or entity. Escrow Agent shall not be liable
for any act or failure to act arising from the transactions contemplated by this
Agreement, other than for its gross negligence or willful misconduct.
7. Remedies of Escrow Agent. In the event of any disagreement or
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controversy hereunder, or if conflicting demands or notices are made upon Escrow
Agent, or if Escrow Agent in good faith is in doubt as to what action it should
take hereunder, the parties expressly agree and consent that Escrow Agent shall
have the absolute right, at its option, to file a suit in interpleader and
obtain an order from a court of competent jurisdiction requiring all persons
involved to interplead their several claims and rights among themselves and with
Escrow Agent.
8. Reliance on Counsel. Escrow Agent may from time to time consult with
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legal counsel of its own choosing in the event of any disagreement, or
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controversy, or question or doubt as to the construction of any of the
provisions hereof or its duties hereunder, and it shall incur no liability and
shall be fully protected in acting in good faith in accordance with the opinion
or instructions of such counsel. Any such fees and expenses of such legal
counsel shall be considered part of the fees and expenses of Escrow Agent
described within this Escrow Agreement.
9. Escrow Agent's Fees and Expenses. Vulcan and Xxxxxxxx herewith remit
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to Escrow Agent the sum of $1,250 in partial consideration for carrying out
Escrow Agent's duties hereunder. Vulcan and Xxxxxx X. Xxxxxxxx shall pay all
additional reasonable compensation of Escrow Agent as set forth in SCHEDULE C
hereto and all expenses, disbursements, and advances incurred in carrying out
Escrow Agent's duties hereunder. If Escrow Agent resigns or is terminated
pursuant to Section 11 of this Agreement, Escrow Agent shall be entitled to its
compensation earned prior to such resignation or termination.
10. Indemnification.
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Vulcan and each of the Shareholders shall jointly and severally indemnify,
protect and save and hold Escrow Agent and its successors and permitted assigns
harmless from all liabilities, obligations, losses, damages, penalties, claims,
actions, suits, costs and expenses (including reasonable attorneys' fees and
expenses) of whatsoever kind or nature imposed on, incurred by or asserted
against Escrow Agent which in any way relate to or arise out of the execution
and delivery of this Agreement or any action taken hereunder; provided, however,
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that Vulcan and the Shareholders shall have no obligation to indemnify and save
and hold Escrow Agent harmless from any liability incurred by, imposed upon, or
asserted against Escrow Agent resulting from the gross negligence or willful
misconduct of Escrow Agent. Vulcan shall indemnify Escrow Agent for up to one-
half of the amount of any indemnification obligations owing by Vulcan under this
Section 10, and all of the Shareholders shall indemnify Escrow Agent for up to
one-half of the amount of any indemnification obligations owing under this
Section 10, with each Shareholder being jointly and severally liable for the
Shareholders' aggregate one-half share of any such indemnification obligations.
The provisions of this Section 10 shall survive the term of this Agreement.
11. Resignation by or Termination of Escrow Agent. Escrow Agent may
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resign as such by delivering written notice to such effect at least thirty (30)
days prior to the effective date of such resignation to each of the Shareholders
and Vulcan. Vulcan and the Shareholders, acting jointly, may terminate Escrow
Agent from its position as such by delivering written notice to Escrow Agent to
such effect executed by Vulcan and the Shareholders at least thirty (30) days
prior to the effective date of such termination (unless such termination is as a
result of Escrow Agent's breach of its obligations hereunder, in which case the
effective date of such termination shall be any date specified in such notice by
Vulcan and the Shareholders). In the event of such resignation by or
termination of Escrow Agent, Vulcan and the Shareholders shall agree in a
written instrument to the appointment of a successor escrow agent. The Escrow
Agent which has been so terminated or has so resigned shall promptly deliver to
the successor escrow agent the entire balance of the Escrow Shares (together
with copies of all records pertaining thereto) upon presentation of evidence
reasonably satisfactory to it of the appointment and authorization of
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such successor escrow agent by Vulcan and the Shareholders. Upon receipt of the
Escrow Shares, such successor escrow agent shall thereupon be bound by all of
the provisions hereof. From and after the appointment of a successor escrow
agent pursuant to this Section 11, all references herein to Escrow Agent shall
be deemed to be to such successor escrow agent. Should Vulcan and the
Shareholders fail to appoint a successor escrow agent within thirty (30) days of
the effective date of any resignation or termination pursuant to this Section
11, then Escrow Agent may institute suit in a court of competent jurisdiction to
have a successor escrow agent appointed and tender into the custody of that
court all of the remaining portion of the Escrow Shares.
12. General Provisions.
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(a) Assignment. This Agreement shall be binding upon the successors and
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permitted assigns of the parties. Neither this Agreement nor any right or
benefit of any party hereunder may be assigned or transferred by such party
without the prior written consent of all other parties hereto, which consent
shall not be unreasonably withheld or delayed; provided, however, that Vulcan
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may assign its rights, together with its obligations, without prior written
consent hereunder (i) to any of its affiliates, (ii) to any lender or lenders
providing financing to Vulcan or its affiliates or (iii) in connection with any
sale, transfer or other disposition (by operation of law or otherwise) of all or
substantially all of its assets or business or stock of Vulcan. Vulcan may not
sell or otherwise dispose of the Parcel without causing the transferee of the
Parcel to assume all of Vulcan's obligation hereunder.
(b) Amendment. This Agreement may not be amended or modified without the
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prior written consent of all parties.
(c) Waiver. Failure to insist upon strict compliance with any of the terms
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or conditions of this Agreement at any one time shall not be deemed a waiver of
such term or condition at any other time; nor shall any waiver or relinquishment
of any right or power granted herein at any time be deemed a waiver or
relinquishment of the same or any other right or power at any other time.
(d) Governing Law. Notwithstanding the place where this Agreement may be
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executed by any of the parties, the parties expressly agree that this Agreement
shall in all respects be governed by, and construed in accordance with, the laws
of the State of Georgia, without regard for its conflict of laws doctrine.
(e) Notices. All notices, requests, demands, tenders or other
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communications required or permitted hereunder must be in writing and are deemed
to have been duly given if (a) delivered personally, (b) sent by telecopy with
the original sent via mail, (c) mailed, certified or registered mail, return
receipt requested, postage prepaid, or (d) sent by Fedex or other nationally
recognized overnight courier service or overnight express U.S. Mail, postage
prepaid, as follows:
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(i) If to Vulcan:
Vulcan Materials Company
X.X. Xxx 00000
Xxxxxxx, Xxxxxxx 00000
or
0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Mr. G.M. (Mac) Xxxxxxx, III, President, Southeast Division
(Telephone: (000) 000-0000
(Telecopy: (000) 000-0000)
(Tax Identification Number: 00-0000000)
with copies to:
Vulcan Materials Company
X.X. Xxx 000000
Xxxxxxxxxx, Xxxxxxx 00000
or
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
(Telephone: 205) 000-0000)
(Telecopy: (000) 000-0000)
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Xxxxxx & Bird, LLP
One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxxxx X. Xxxxxxxxx, Esq.
(Telephone: (000) 000-0000)
(Telecopy: (000) 000-0000)
(ii) If to Xxxxxxxx or any of the Shareholders:
c/o X.X. Xxxxxxxx Quarries, Inc.
X.X. Xxxxxx 000
Xxxxxxxx, Xxxxxxx 00000
or
0000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxxx, President
(Telephone: (000) 000-0000)
(Telecopy: (000) 000-0000)
(Tax Identification Number: 00-0000000)
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with a copy to:
Xxxxxxxxxx Xxxxxxxx LLP
0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
(Telephone: (000) 000-0000)
(Telecopy: (000) 000-0000)
(iii) If to Escrow Agent:
SunTrust Bank, Atlanta
Corporate Trust Department
Room 400 - Annex
00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
(Telephone: (000) 000-0000)
(Telecopy: (000) 000-0000)
Any party may change the address to which notices are to be sent by giving
written notice of such change of address to the other parties in the manner
above provided for giving notice. Notices personally delivered or transmitted
by telecopy are deemed to have been given on the date so delivered or
transmitted. Notices mailed are deemed to have been given on the date three (3)
business days after the date posted, and notices sent in accordance with (d)
above are deemed to have been given on the next business day after delivery to
the courier service or U.S. Mail (in time for next day delivery). The parties
may change the address for any such notice, request, demand, tender or other
communication by delivery of such notice of change of address in accordance with
the terms of this Section 12(e).
(f) Invalid Provision. If any provision of this Agreement is determined to
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be invalid or unenforceable, this Agreement shall be deemed amended to delete
such provision and the remainder of this Agreement shall be enforceable by its
terms.
(g) Binding Effect. This Agreement shall be binding upon and inure to the
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benefit of the parties hereto and their respective permitted successors and
assigns.
(h) Further Assurances. Each party agrees to execute and deliver all such
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further instruments and do all such further acts as may be reasonably necessary
or appropriate to effectuate this Agreement.
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(i) Headings. Headings and captions contained in this Agreement are
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inserted only as a matter of convenience and for reference and in no way define,
limit, extend or prescribe the scope of this Agreement or the intent of any
provision.
(j) Person and Gender. The masculine gender shall include the feminine and
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neuter genders and the singular shall include the plural.
(k) Entire Agreement; Exclusive Remedy. This Agreement constitutes the
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entire agreement of the parties with respect to matters set forth in this
Agreement, and supersedes any prior understanding or agreement, oral or written,
with respect to such matters. Specifically, the provisions of this Agreement
supersede all provisions contained in the Purchase Agreement with respect to the
representation of Seller and the Shareholders regarding the material compliance
of the Parcel with applicable zoning laws, and the recovery of the Escrow Shares
constitutes the exclusive remedy of Vulcan with respect to any damages incurred
by reason of a breach of such representation.
(l) Interpretations. Neither this Agreement nor any uncertainty or
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ambiguity herein shall be construed or resolved against any party hereto,
whether under any rule of construction or otherwise. No party shall be
considered the draftsman. On the contrary, this Agreement has been reviewed,
negotiated and accepted by all parties and shall be construed and interpreted
according to the ordinary meaning of the words used so as to fairly accomplish
the purposes and intentions of all parties hereto.
(m) Execution in Counterparts. This Agreement may be executed in any
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number of counterparts, each of which shall be an original, and all such
counterparts shall constitute one and the same Agreement, binding on all the
parties notwithstanding that all the parties are not signatories to the same
counterpart.
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IN WITNESS WHEREOF, the parties have each executed under seal or caused
this Agreement to be duly executed under seal on their respective behalves by
their respective duly authorized officers, all as of the day and year first
above written.
XXXXXXXX:
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ATTEST:
X.X. XXXXXXXX QUARRIES, INC., a
Georgia corporation
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Name: Xxxxx X. Xxxxx, Xx.
Title: Secretary By:
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Xxxxxx X. Xxxxxxxx
[CORPORATE SEAL] President
SHAREHOLDERS:
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(SEAL)
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Xxxxxx X. Xxxxxxxx
(SEAL)
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Xxxxx X. Xxxxx, Xx., individually;
as Co-Trustee of the Xxxxxxx
Xxxxxxxx Subchapter S Trust U/A
December 12, 1994; as Co-Trustee of
the Xxxx Xxxxxxxx Xxxxxx Subchapter
S Trust U/A December 12, 1994; as
Co-Trustee of the Xxxx Xxxxx Xxxxxx
Subchapter S Trust U/A December 12,
1994; as Co-Trustee of the Xxxxxxx
Xxxxx Xxxxxxxx Subchapter S Trust
U/A May 22, 1995; and as Co-Trustee
of the Xxxxxxxxx Xxxx Xxxxxxxx
Subchapter S Trust U/A February 14,
1997
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(SEAL)
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Q. Xxxxxxx Xxxxxxx, Xx.,
individually; as Co-Trustee of the
Xxxxxxx Xxxxxxxx Subchapter S Trust
U/A December 12, 1994; as Co-Trustee
of the Xxxx Xxxxxxxx Xxxxxx
Subchapter S Trust U/A December 12,
1994; as Co-Trustee of the Xxxx
Xxxxx Xxxxxx Subchapter S Trust U/A
December 12, 1994; as Co-Trustee of
the Xxxxxxx Xxxxx Xxxxxxxx
Subchapter S Trust U/A May 22, 1995;
and as Co-Trustee of the Xxxxxxxxx
Xxxx Xxxxxxxx Subchapter S Trust U/A
February 14, 1997
(SEAL)
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Xxxxxx Xxxxxxxx, as Co-Trustee of
the Xxxxxxx Xxxxxxxx Subchapter S
Trust U/A December 12, 1994 and as
Co-Trustee of the Xxxx Xxxxxxxx
Xxxxxx Subchapter S Trust U/A
December 12, 1994
VULCAN:
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ATTEST:
VULCAN MATERIALS COMPANY, a New
Jersey corporation
---------------------------------
Name: Xxxxx Xxxxxx
Title: Comptroller By:
----------------------------
Name: Xxx Xxxxxxx
[CORPORATE SEAL] Title: President, Southeast
Division
ESCROW AGENT:
------------
SUNTRUST BANK, ATLANTA
By:
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President,
Corporate Trust
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SCHEDULE A
The Parcel
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Lease Tract
38.464 Acres
All that tract or parcel of land lying in Land Xxx 000, xx xxx 00xx Xxxxxxxx, xx
Xxxxxx Xxxxxx, Xxxxxxx and being more particularly described as follows:
To find the POINT OF BEGINNING commence at a point (iron pin found) at the
intersection of the Easterly right-of-way of Grove Park Place (60' R/W) and the
Southerly right-of-way of Xxxxxxx Road (80 R/W), said point being the TRUE POINT
OF BEGINNING.
From the TRUE POINT OF BEGINNING as thus established,
THENCE along said right-of-way of Xxxxxxx Road, along a 1066.13 foot radius
curve turning to the left an arc distance of 712.40 feet (said curve being
subtended. by a chord bearing North 70 degrees 05 minutes 17 seconds East a
distance of 699.22 feet) to a point;
THENCE North 51 degrees 13 minutes 55 seconds East a distance of 313.87 feet to
an iron pin found;
THENCE leaving said right-of-way of Xxxxxxx Road, South 78 degrees 27 minutes 59
seconds East a distance of 702.14 feet to a point on the approximate location of
the Land Lot Line common to Land Lots 190 and 225;
THENCE along said Land Lot Line, South 01 degrees 49 minutes 55 seconds West a
distance of 676.75 feet to an iron pin found;
THENCE South 00 degrees 54 minutes 00 seconds East a distance of 339.65 feet to
an iron pin set;
THENCE leaving said Land Xxx Xxxx, Xxxxx 00 degrees 59 minutes 43 seconds West a
distance of 639.91 feet to an iron pin set;
THENCE South 00 degrees 56 minutes 06 seconds East a distance of 549.92 feet to
an iron pin set;
THENCE North 89 degrees 17 minutes 40 seconds West a distance of 179.98 feet to
an iron pin set;
THENCE North 00 degrees 42 minutes 20 seconds East a distance of 49.99 feet to
an iron pin set;
THENCE South 89 degrees 17 minutes 40 seconds East a distance of 139.98 feet to
an iron pin set;
THENCE North 00 degrees 42 minutes 20 seconds East a distance of 49.99 feet to
an iron pin set;
THENCE North 89 degrees 17 minutes 40 seconds West a distance of 390.59 feet to
an iron pin set;
THENCE along a 7242.25 foot radius curve turning to the right an arc distance of
449.5 8 feet (said curve being subtended by a chord bearing North 25 degrees 03
minutes 00 seconds West a distance of 449.51 feet) to an iron pin set;
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THENCE South 74 degrees 04 minutes 14 seconds West a distance of 6.62 feet to an
iron pin set on said right-of-way of Grove Park Place;
THENCE along said right-of-way of Grove Park Place, along a 412.82 foot radius
curve turning to the left an arc distance of 135.64 feet (said curve being
subtended by a chord bearing North 25 degrees 23 minutes 29 seconds West a
distance of 135.03 feet) to a point;
THENCE North 34 degrees 48 minutes 05 seconds West a distance of 281.47 feet to
an iron pin set;
THENCE along a 542.77 foot radius curve turning to the right an arc distance of
322.20 feet (said curve being subtended by a chord bearing North 17 degrees 48
minutes 05 seconds West a distance of 317.49 feet) to a point;
THENCE North 00 degrees 48 minutes 05 seconds West a distance of 94.27 feet to a
point (iron pin found) at the right-of-way intersections of Xxxxxxx Road and
Grove Park Place, said point being the TRUE POINT OF BEGINNING.
Less and except tract of Lug shown as Pactel Cellular, Inc. of America Lease
Tract being more particularly described as follows:
To find the POINT OF BEGINNING commence at an iron pin found at the intersection
of the Easterly right-of-way of Grove Park Place (60' R/W) and the Southerly
right-of-way of Xxxxxxx Road (80 R/W).
THENCE along said right-of-way of Xxxxxxx Road, along a 1066.13 foot radius
curve turning to the left an arc distance of 712.40 feet (said curve being
subtended by a chord bearing North 70 degrees 05 minutes 17 seconds East a
distance of 699.22 feet) to a point;
THENCE North 51 degrees 13 minutes 55 seconds East a distance of 98.93 feet to a
point;
THENCE leaving said right-of-way of Xxxxxxx Road, along a 21.950 foot radius
curve turning to the left an arc distance of 23.940 feet (said curve being
subtended by a chord bearing South 70 degrees 08 minutes 57 seconds East a
distance of 22.771 feet) to a point;
THENCE North 78 degrees 33 minutes 39 seconds East a distance of 114.088 feet to
a point, said point being the TRUE POINT OF BEGINNING.
From the TRUE POINT OF BEGINNING as thus established,
THENCE North 38 degrees 46 minutes 05 seconds West a distance of 30.000 feet to
a point;
THENCE North 51 degrees 13 minutes 55 seconds East a distance of 7.500 feet to a
point;
THENCE North 51 degrees 13 minutes 55 seconds East a distance of 52.500 feet to
a point;
THENCE South 38 degrees 46 minutes 05 seconds East a distance of 60.000 feet to
a point;
THENCE South 51 degrees 13 minutes 55 seconds West a distance of 60.000 feet to
a point;
THENCE North 38 degrees 46 minutes 05 seconds West a distance of 30.000 feet to
a point, said point being the TRUE POINT OF BEGINNING.
Said tract of land containing 38.464 acres, less and except 0.083 acres
contained in said Pactel Cellular, Inc. of America lease tract, and being shown
on and described according to that certain plat titled "Composite Lease Boundary
for X. X. Xxxxxxxx" by Blue Ridge Engineering, Inc., dated October 29, 1997, and
bearing the seal of X. Xxxx Xxxxx Ga. RLS # 2339, which survey is hereby made
part of this legal description by this reference.
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SCHEDULE B
Escrow Shares
Number of
Shareholder Escrow Shares
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Xxxxxx X. Xxxxxxxx 7,407
Taxpayer Identification Number: ###-##-####
Xxxxx X. Xxxxx, Xx. 658
Taxpayer Identification Number: ###-##-####
Q. Xxxxxxx Xxxxxxx, Xx. 658
Taxpayer Identification Number: ###-##-####
Xxxxxxx Xxxxxxxx Subchapter S Trust U/A December 12, 1994 672
Taxpayer Identification Number: 00-0000000
Xxxxxxxxx Xxxx Xxxxxxxx Subchapter S Trust U/A February 14, 1997 31
Taxpayer Identification Number: 00-0000000
Xxxx Xxxxx Xxxxxx Subchapter S Trust U/A December 12, 1994 121
Taxpayer Identification Number: 00-0000000
Xxxx Xxxxxxxx Xxxxxx Subchapter S Trust U/A December 12, 1994 673
Taxpayer Identification Number: 00-0000000
Xxxxxxx Xxxxx Xxxxxxxx Subchapter S Trust U/A May 22, 1995 73
Taxpayer Identification Number: 00-0000000
------
TOTALS 10,293
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SCHEDULE C
Escrow Agent's Fees
-------------------
The annual fee of $1,250 for administering this Agreement is due from Vulcan and
Xxxxxxxx at the time of closing. Unless this Agreement is terminated in
accordance with Section 3 of this Agreement, the annual fee will be divided in
half and one half will be invoiced to Vulcan and the other half will be invoiced
to Xxxxxx X. Xxxxxxxx, with any fractional cent to be invoiced to Vulcan, (as
provided in Section 9 of this Agreement) in each of the next seven anniversaries
of this Agreement.
Administrative expenses such as, but not limited to postage, courier, overnight
mail, insurance, legal, money wire transfer, long distance telephone charges,
facsimile, stationery, travel, etc., will be divided in half and one half will
be invoiced to Vulcan and the other half will be invoiced to Xxxxxx X. Xxxxxxxx,
with any fractional cent to be invoiced to Vulcan, as appropriate, at cost and
per annum, with the costs not to exceed $50 per annum, unless approved by Vulcan
and Xxxxxx X. Xxxxxxxx in advance for any costs that exceed $50 per annum.
It is acknowledged that the schedule of fees shown above are acceptable for the
services mutually agreed upon and the parties authorize SunTrust Bank, Atlanta
to perform said services.
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