EXHIBIT 4.7
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of April
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25, 1997, by and among UC Television Network Corp., a Delaware corporation (the
"Company"), U-C Holdings, L.L.C., a Delaware limited liability company (the
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"Purchaser"), and LaSalle National Bank, as escrow agent (the "Escrow Agent").
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The Purchaser and the Company are sometimes collectively referred to herein as
the "Parties" and individually as a "Party." Capitalized terms used herein but
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not defined herein shall have the meanings set forth in the Purchase Agreement
(as defined below).
WHEREAS, the Parties have entered into that certain Purchase
Agreement, dated as of the date hereof (as amended and modified from time to
time in accordance with its terms, the "Purchase Agreement"), providing for,
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among other things, the purchase by the Purchaser of the Purchased Securities.
WHEREAS, the Company issued the Purchased Securities to the Purchaser
and the Purchaser paid the purchase price for the Purchased Securities by
delivering cash and the Note to the Company (the "Purchase Price") upon the
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Closing of the transactions contemplated by the Purchase Agreement.
WHEREAS, pursuant to the terms of the Purchase Agreement and as part
of the transactions contemplated thereby, the Parties agreed that at the
Closing, they would enter into this Escrow Agreement and that the Purchaser
would deposit the Purchased Securities and certain other documents with the
Escrow Agent and that the Company would deposit the Purchase Price with the
Escrow Agent, in each case for the purposes set forth herein.
WHEREAS, the parties hereto desire to more specifically set forth
their rights and obligations with respect to the Purchased Securities, such
other documents and the Purchase Price deposited with the Escrow Agent and the
distribution and release thereof.
WHEREAS, the execution and delivery of this Escrow Agreement is a
condition to the consummation of the transactions contemplated by the Purchase
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Escrow Deposit. Simultaneously with the execution of this Escrow
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Agreement,
(a) the Company shall deposit (i) $29,090.91 in cash (the "Cash
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Amount") with the Escrow Agent by check or by wire transfer of immediately
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available funds to the account of the Escrow Agent designated on Schedule I
attached hereto and (ii) the Note with the Escrow Agent by delivery of such Note
to the Escrow Agent by overnight courier immediately following the Closing,
which amount represents the Purchase Price paid by the Purchaser for the
Purchased Securities; and
(b) the Purchaser shall deposit (i) the Purchased Securities and (ii)
the resignations (the "Resignations") of the New Directors (as defined in
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Section 3(b) below) from the board of directors of the Company with the Escrow
Agent by delivery of such Purchased Securities and the Resignations to the
Escrow Agent by overnight courier immediately following the Closing, in each
case in accordance with the Purchase Agreement. The Escrow Agent hereby
acknowledges that a check for the Cash Amount, the Note, the Purchased
Securities and the Resignations (collectively, the "Escrow Deposit") shall be
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delivered to the Escrow Agent by overnight courier immediately following the
Closing. The Escrow Agent agrees to hold the Cash Amount, together with all
products and proceeds thereof (including all interest, dividends, gains and
other income earned with respect thereto) (collectively, the "Escrow Funds"), in
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a separate and distinct account (the "Escrow Account"), subject to the terms and
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conditions of this Escrow Agreement. The Escrow Agent shall not distribute or
release the Escrow Deposit except in accordance with the express terms and
conditions of this Escrow Agreement. The Company and the Purchaser each
acknowledge and agree that the Purchased Securities have been issued to and are
owned beneficially and of record by the Purchaser and that the Purchaser shall
be entitled to cast any vote or give any consent or waiver with respect to the
Purchased Securities prior to the Escrow Release Date. The Escrow Agent shall
have no obligation or right to cast any vote or take any similar action with
respect to the Purchase Securities.
2. Permitted Investments. The Escrow Agent shall invest the Escrow
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Funds in the Rembrandt Government Money Market Fund; provided, however, that in
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the event the Escrow Agent shall receive written instructions signed by both the
Representative (as defined below) and the Company directing the Escrow Agent to
invest Escrow Funds in any other investment, the Escrow Agent shall invest such
Escrow Funds in the manner specified in such written instructions (the
"Permitted Investments"). No party hereto shall be liable or responsible in any
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manner for any loss or depreciation resulting from any such investment or any
liquidation thereof, or for any costs in connection therewith, and all of said
losses and costs shall be borne by the Escrow Account. The Escrow Agent shall
have no power or authority to invest or reinvest any Escrow Funds except in the
Permitted Investments.
3. Conditions to Release of Escrow Deposit. The Parties agree that
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the release of the Escrow Deposit pursuant to Section 5(a) hereof is subject to
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the satisfaction on the Escrow Release Date of the following conditions to the
satisfaction of the Purchaser as determined in good faith by the Purchaser in
its sole discretion:
(a) Barington Capital Group, L.P. ("Barington") shall have (i)
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released, waived, or failed to exercise its right of first refusal with regard
to the issuance of capital stock of the Company set forth in that certain letter
agreement dated April 26, 1996 (the "Engagement Letter") and (ii) signed a
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written statement releasing the Company from any and all obligations under and
pursuant to the terms of the Engagement Letter.
(b) Xxxxx Xxxxx, Xxxxxx X. Xxxxx III, Avy X. Xxxxx, Xxxx X. Xxxxxx and
Xxxx X. Xxxxxxxx (collectively, the "New Directors") shall have been appointed,
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effective as of the satisfaction of the condition set forth in Section 3(c), to
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the board of directors of the Company in accordance with the Certificate of
Incorporation and bylaws of the Company and in compliance with all applicable
laws, including, but not limited to, the Securities Act and the Exchange Act,
Xxxxxx X. XxXxxxxxxx and Xxxxxx Xxxxxxxxxx shall have resigned as directors of
the Company and the New
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Directors shall represent a majority of the board of directors of the Company on
the effective date of their appointment.
(c) The Company shall have delivered the information statement
pursuant to Rule 14f-1 under the Securities Exchange Act of 1934, as amended, to
all shareholders of the Company and filed such information statement with all
applicable governmental agencies, NASDAQ and all applicable stock exchanges and
the notice period pursuant to Rule 14f-1 (as the same may be extended as a
result of any action taken by the Securities and Exchange Commission) shall have
expired.
(d) No suit, action or other proceeding shall be pending or threatened
before any court or governmental regulatory body or authority (i) relating to or
seeking to restrain or prohibit the transactions contemplated by the Purchase
Agreement, this Agreement or any other Transaction Document or (ii) that has had
or could have a Material Adverse Effect on the Company or a material adverse
effect on the Purchaser or its members, no injunction, judgment, order, decree
or ruling with respect thereto shall be in effect and the release of the Escrow
Deposit pursuant to Section 5(a) shall not violate any applicable law, rule or
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regulation.
(e) The Company shall not have breached in any material respect any of
the covenants contained in the Purchase Agreement or this Agreement.
(f) There shall not have occurred any event or condition since the
Closing Date which has had or could reasonably be expected to have a Material
Adverse Effect.
(g) The Company's representations and warranties set forth in the
Purchase Agreement shall be true and correct in all material respects at and as
of the Escrow Release Date.
(h) The Purchaser shall have received a certificate from the President
of the Company, dated the Escrow Release Date, stating that (i) no resolutions,
written consents or other actions have been taken by the board of directors of
the Company and no meetings of the board of directors of the Company have been
held since the Closing Date, except for actions taken after receipt of a written
consent from the Representative of the Purchaser to such actions, and (ii) the
conditions set forth in Sections 3(d), 3(e), 3(f) and 3(g) have been satisfied.
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Any condition specified in this Section 3 may be waived only if such waiver
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is set forth in a writing executed by the Representative of the Purchaser.
4. Covenants of the Company Prior to the Escrow Release Date.
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(a) From the date hereof, to and through the Escrow Release Date (as
defined in Section 5(c) below), and except to the extent that the Representative
of the Purchaser shall otherwise consent to such action in writing, the Company
shall not enter into any transaction, arrangement or contract material to the
business, operations, financial condition, operating results, earnings, assets,
customer, supplier and employee relations, or business prospects of the Company,
whether or not in the ordinary course of business. Without limiting the
generality of the foregoing, the Company shall not: (i) redeem, purchase or
otherwise acquire directly or indirectly any of its issued and outstanding
capital stock, or any outstanding rights or securities exercisable or
exchangeable for or
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convertible into its capital stock, or make any distribution or dividend with
respect to its capital stock, (ii) increase any officer's or employee's
compensation, incentive arrangements or other benefits, (iii) amend its
certificate of incorporation or bylaws, (iv) issue (or agree to issue) any
capital stock or any rights to acquire, or securities convertible into or
exchangeable for, any of its capital stock, (v) take any action or fail to take
any action or allow to occur any transaction, event or condition which, if
taken, not taken or occurring prior to the Closing, would have been required to
be disclosed on the disclosure schedules to the Purchase Agreement or would have
constituted a breach of any covenant contained in the Purchase Agreement, (vi)
directly or indirectly engage in any transaction, arrangement or contract with
any officer, director, shareholder or other insider or Affiliate which is not in
the ordinary course of business consistent with past practice and at arm's
length, (vii) buy or sell any assets out of the ordinary course of business
consistent with past practice or merge, consolidate or enter into any similar
business combination or transaction with any Person, (viii) liquidate, dissolve
or effect a recapitalization or reorganization in any form of transaction, (ix)
incur any Indebtedness, other than Permitted Indebtedness or (x) commit to do
any of the foregoing.
(b) From the date hereof to and through the Escrow Release Date, and
except to the extent that the Representative of the Purchaser shall otherwise
consent to such action in writing, the Company shall: (i) operate its business
substantially as presently operated and only in the ordinary course and, to the
extent of and consistent with such operations, use its best efforts to preserve
intact its goodwill, reputation and present business organizations and to
preserve the relationships with persons having business dealings with it; (ii)
maintain all of its properties in customary repair, good order and condition,
reasonable wear and use accepted; (iii) take all steps necessary to maintain its
intangible assets, if any, including without limitation, its patents,
trademarks, trade names, brand names, copyrights, permits and licenses and any
pending applications thereof; and (iv) use its best efforts to take all actions
and do all things necessary, proper or advisable in order to satisfy the
conditions set forth in Section 3.
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5. Release of Escrow Funds. The Escrow Deposit shall only be
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distributed and released as follows:
(a) Satisfaction of Conditions Precedent. If on the Escrow Release
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Date the Purchaser shall deliver to the Escrow Agent written instructions,
signed by Avy X. Xxxxx as the representative of the Purchaser (the
"Representative"), stating that the conditions set forth in Section 3 hereof are
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satisfied, the Escrow Agent shall (i) release the Escrow Funds to an account of
the Company designated by the Representative in such written instructions and
deliver the Note to the Company and (ii) release the Purchased Securities and
the resignations of the New Directors to the Purchaser. The notice delivered by
the Purchaser pursuant to this Section 5(a) shall be conclusive and binding on
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the Parties and the Escrow Agent with respect to the satisfaction of the
conditions set forth in Section 3 for purposes of the release of the Escrow
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Deposit pursuant to this Section 5(a).
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(b) Failure of Conditions Precedent.
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(i) If on the Escrow Release Date the Purchaser shall deliver to the
Escrow Agent written instructions, signed by the Representative of the
Purchaser, stating that the conditions in Section 3 have not been satisfied, the
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Escrow Agent shall (A) release the Cash Amount
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to an account of the Purchaser designated by the Representative in such written
instructions and deliver the Note to the Purchaser and (B) release any interest
or income on the Cash Amount to an account of the Company designated by the
Representative in such written instructions and deliver the Purchased Securities
to the Company. The notice delivered by the Purchaser will be conclusive and
binding on the Parties and theEscrow Agent with respect to the failure of the
conditions set forth in Section 3 for purposes of the release of the Escrow
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Deposit pursuant to this Section 5(b).
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(ii) The Company hereby (A) acknowledges and agrees that it shall
have no right to dispute the delivery of any notice by the Purchaser pursuant to
Section 5(a) or Section 5(b)(i) and (B) agrees to waive any claim it may have
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against the Purchaser or the Escrow Agent arising out of or in connection with
the delivery of any such notice by the Purchaser pursuant to Section 5(a) or
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Section 5(b)(i) or otherwise relating to the release of the Escrow Deposit or
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pursuant to this Agreement or the Purchase Agreement, other than any claim in
which it has been finally determined that the Purchaser has breached its
obligations in connection with a release notice pursuant to Section 5(a) or
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Section 5(b)(i); provided that the Parties agree that in no event shall the
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Purchaser be liable to the Company or to any other person or entity with respect
to any breach of its obligations in connection with a release notice or
otherwise with respect to this Agreement or the Purchase Agreement in an amount
in excess of $2,000,000; and provided further that no such claim by the Company
shall restrict, prohibit or otherwise impair the Escrow Agent from releasing the
Escrow Deposit in accordance with such release instructions.
(iii) In the event of a release of the Escrow Deposit pursuant to
this Section 5(b), the Purchase Agreement shall forthwith be rescinded and
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terminated and shall be void and of no further force and effect, except that the
covenants and agreements set forth in Article VIII, Article IX, Sections 10.5,
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10.7, 10.8, 10.10, 10.11 and 10.12, shall survive such termination indefinitely,
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and except that nothing in this Escrow Agreement shall be deemed to release any
Party from any liability for any breach of any representations and warranties of
such Party set forth in the Purchase Agreement. Upon any release of the Escrow
Deposit pursuant to this Section 5(b), all transactions contemplated by the
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Purchase Agreement and the other Transaction Documents shall be rescinded and
the Purchaser shall not be considered a shareholder of the Company for any
purpose thereafter.
(c) Escrow Release Date. The term "Escrow Release Date" shall mean
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the earlier of (i) the date on which the conditions set forth in both Section
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3(a) and Section 3(c) have been satisfied (as determined in good faith by the
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Purchaser in its sole discretion), (ii) the date on which any of the conditions
in Section 3 shall become incapable of being satisfied (as determined in good
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faith by the Purchaser in its sole discretion) and (iii) May 16, 1997.
6. Termination of this Agreement. This Escrow Agreement shall
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terminate when the Escrow Funds have been released and distributed in accordance
with Section 5. Upon such termination this Escrow Agreement shall have no
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further force and effect, except that the provisions of Section 5(b)(ii),
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Section 5(b)(iii), this Section 6, Sections 7, 8, 9 and Sections 10 through 22
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below shall survive such termination.
7. Conditions to Escrow. The Escrow Agent agrees to hold the Escrow
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Deposit and to perform in accordance with the terms and provisions of this
Escrow Agreement. The Parties agree that the Escrow Agent shall not assume any
responsibility for the failure of the Parties to
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perform in accordance with the Purchase Agreement or this Escrow Agreement. The
acceptance by the Escrow Agent of its responsibilities hereunder is subject to
the following terms and conditions which the parties hereto agree shall govern
and control with respect to the Escrow Agent's rights, duties and liabilities
hereunder:
(a) Documents. The Escrow Agent shall be protected in acting upon any
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written notice, request, waiver, consent, receipt or other paper or document
furnished to it, not only as to its due execution and validity and the
effectiveness of its provisions, but also as to the truth and accuracy of any
information therein contained, which the Escrow Agent in good faith believes to
be genuine and what it purports to be. Should it be necessary for the Escrow
Agent to act upon any instructions, directions, documents or instruments issued
or signed by or on behalf of any corporation, partnership, fiduciary or
individual acting on behalf of another party hereto, it shall not be necessary
for the Escrow Agent to inquire into such corporation's, partnership's,
fiduciary's or individual's authority. The Escrow Agent is also relieved from
the necessity of satisfying itself as to the authority of the persons executing
this Escrow Agreement in a representative capacity on behalf of any of the
Parties.
(b) Liability. The Escrow Agent shall not be liable for anything
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which it may do or refrain from doing in connection herewith, except for its own
gross negligence, bad faith or willful misconduct.
(c) Legal Counsel. The Escrow Agent may consult with, obtain advice
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from and be reimbursed for the reasonable fees and expenses of legal counsel in
the event of any question as to 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 and instructions of such
counsel.
(d) Limitation of Duties. The Escrow Agent shall have no duties
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except those which are expressly set forth herein and it shall not be bound by
any other agreement of the parties hereto (whether or not it has any knowledge
thereof).
(e) Discharge of Escrow Agent. Upon delivery of the Escrow Deposit
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pursuant to the terms of Section 5 above, the Escrow Agent shall thereafter be
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discharged from any further obligations hereunder. The Escrow Agent is hereby
authorized, in any and all events, to comply with and obey any and all final
judgments, orders and decrees of any court of competent jurisdiction which may
be filed, entered or issued, and all final arbitration awards and, if it shall
so comply or obey, it shall not be liable to any other person by reason of such
compliance or obedience.
8. Indemnification. The Company agrees to indemnify the Escrow
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Agent for and to hold it harmless against any loss, liability, cost, damage,
judgment, reasonable expense (including reasonable attorneys' fees and expenses,
whether such attorney is retained or specially employed) and obligation of every
kind the Escrow Agent may incur or be required to pay which is incurred without
gross negligence, willful misconduct or bad faith on the part of the Escrow
Agent arising out of or in connection with its performance under this Escrow
Agreement. In case of fedwire transfer instructions, the Escrow Agent is
expressly authorized to rely on the accounting numbers and ABA routing number
identified therein and may process such instruction in conclusive reliance
thereon.
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9. Escrow Costs. The Escrow Agent shall be entitled to be paid a
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fee for its services pursuant to the attached Fee Schedule and to be reimbursed
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for its reasonable costs and expenses incurred in connection with maintaining
the Escrow Deposit hereunder, which fee, costs and expenses shall be paid by the
Company (the "Escrow Fees"). In the event the Escrow Agent releases the Escrow
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Deposit in accordance with the provisions of Section 5(b) above, the Purchaser
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shall reimburse the Company for 50% of the Escrow Fees.
10. Limitations on Rights to Escrow Funds. Except as provided in
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Section 1 above, none of the Parties shall have any right, title or interest in
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or to, or possession of, the Escrow Deposit or the Escrow Account and therefore
shall not have the ability to pledge, convey, hypothecate or grant as security
all or any portion of the Escrow Deposit unless and until such Escrow Deposit
has been released pursuant to Section 5 above. Accordingly, the Escrow Agent
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shall be in sole possession of the Escrow Deposit and shall not act as custodian
of the Parties under this Escrow Agreement for the purposes of perfecting a
security interest therein, and no creditor of any of the Parties shall have any
right to have or to hold or otherwise attach or seize all or any portion of the
Escrow Deposit as collateral for any obligation and shall not be able to obtain
a security interest in any of the Escrow Deposit unless and until such Escrow
Deposit has been released pursuant to Section 5 above.
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11. Notices. All notices, demands or other communications to be given
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or delivered under or by reason of the provisions of this Escrow Agreement shall
be in writing and shall be deemed to have been given when delivered personally
or by telecopy (and confirmed by telecopy answerback) to the recipient, one day
after being sent to the recipient by reputable overnight courier service
(charges prepaid) or five days after being mailed to the recipient by certified
or registered mail, return receipt requested and postage prepaid. Such notices,
demands and other communications shall be sent to the Escrow Agent, the
Purchaser, and the Company at the addresses indicated below or to such other
address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party.
The Company:
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UC Television Network Corp.
000 Xxxxx Xxxxxx, Xxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000
with copies to:
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(which shall not constitute notice to the Company)
Kramer, Levin, Naftalis & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000
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The Purchaser:
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U-C Holdings, LLC
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
c/o Xxxxxx Xxxxx & Partners
Attention: Xxxx X. Xxxxxxxx
Telecopy No.: (000) 000-0000, 2418
Telephone No.: (000) 000-0000
with a copy to:
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(which shall not constitute notice to the Purchaser)
Xxxxxx, Xxxxxxx & Xxxxxx, L.L.P.
0000 Xxxxxxxxx Xxxx, X.X.
1600 Atlanta Financial Center
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxx, Esq.
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Esq.
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000
The Escrow Agent:
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LaSalle National Bank
000 X. XxXxxxx Xxxxxx, Xxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000
12. Entire Agreement; Amendments. This Escrow Agreement, together
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with the Purchase Agreement and other Transaction Documents, contains the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes any prior understandings or agreements by or among the parties
hereto, whether written or oral, which may have related to the subject matter
hereof in any way. This Escrow Agreement may be amended, or any provision of
this Escrow Agreement may be waived, so long as such amendment or waiver is set
forth in a writing executed by each of the Parties (a copy of which shall be
promptly provided by the Company to the Escrow Agent); provided that if any such
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amendment or waiver would have the effect of increasing
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or expanding the Escrow Agent's obligations or duties under this Escrow
Agreement, the written consent of the Escrow Agent shall be required in addition
to the written consent of the Parties. No course of dealing between or among the
parties hereto shall be deemed effective to modify, amend or discharge any part
of this Escrow Agreement of any rights or obligations of any party hereto under
or by reason of this Escrow Agreement.
13. Assigns and Assignment. This Escrow Agreement and all actions
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taken hereunder shall inure to the benefit of and shall be binding upon all of
the parties hereto and upon all of their respective successors and assigns;
provided that the Escrow Agent shall not be permitted to assign its obligations
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hereunder.
14. Taxation of Interest Earned on Investment of Escrow Amount. The
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Company hereby acknowledges that, for federal and state income tax purposes, the
interest earned on the investment of the Escrow Funds shall be income of the
Company. The tax identification number of the Company is 00-0000000. The
Escrow Agent shall be responsible for reporting any interest earned to the
Internal Revenue Service.
15. No Other Third Party Beneficiaries. Nothing herein expressed or
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implied is intended or shall be construed to confer upon or to give any person
other than the Escrow Agent, the Parties and their permitted assigns any rights
or remedies under or by reason of this Escrow Agreement.
16. Interpretation. The headings in this Escrow Agreement are
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inserted for convenience of reference only and shall not be a part of or control
or affect the meaning hereof.
17. No Waiver. No failure or delay by a party hereto in exercising
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any right, power or privilege hereunder shall operate as a waiver thereof, and
no single or partial exercise thereof shall preclude any right of further
exercise or the exercise of any other right, power or privilege. The right of
the Parties to receive all or a portion of the Escrow Deposit under the
circumstances described in Section 5 above is in addition to, and not in lieu
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of, any other remedies that any such party may have against another pursuant to
the Purchase Agreement in the event of a breach of the Purchase Agreement.
18. Severability. The parties hereto agree that (a) the provisions
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of this Escrow Agreement shall be severable in the event that for any reason
whatsoever the provisions hereof are invalid, void or otherwise unenforceable,
(b) such invalid, void or otherwise unenforceable provisions shall be
automatically replaced by other provisions which are as similar as possible in
terms to such invalid, void or otherwise unenforceable provisions, but are valid
and enforceable, and (c) the remaining provisions shall remain enforceable to
the fullest extent permitted by law.
19. No Strict Construction. The language used in this Escrow
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Agreement shall be deemed to be the language chosen by the parties hereto to
express their collective mutual intent, and no rule of strict construction shall
be applied against any person. The term "including" as used herein shall be by
way of example, and shall not be deemed to constitute a limitation of any term
or provision contained herein. Each defined term used in this Escrow Agreement
has a comparable meaning when used in its plural or singular form.
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20. Releases on Non-business Days. In the event that a release of
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Escrow Deposit hereunder is required to be made on a date that is not a business
day, such release may be made on the next succeeding business day with the same
force and effect as if made when required.
21. Governing Law. All issues and questions concerning the
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construction, validity, enforcement and interpretation of this Escrow Agreement
shall be governed by, and construed in accordance with, the laws of the State of
Illinois without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Illinois or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Illinois. In furtherance of the foregoing, the internal law of the State of
Illinois shall control the interpretation and construction of this Escrow
Agreement, even though under that jurisdiction's choice of law or conflict of
law analysis, the substantive law of some other jurisdiction would ordinarily
apply.
22. Counterparts. This Escrow Agreement may be executed by the
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parties hereto individually or in any combination, in one or more counterparts
(including by means of telecopied signature pages), each of which shall be an
original and all of which shall together constitute one and the same agreement.
* * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement
as of the date first written above.
UC TELEVISION NETWORK CORP.
By: _______________________________
Its: _______________________________
U-C HOLDINGS, L.L.C.
By: XXXXXX XXXXX & PARTNERS, L.P.
Its: Managing Member
By: Xxxxxx Xxxxx & Partners, L.P.
Its: General Partner
By: _______________________________
Its: Manager
LASALLE NATIONAL BANK
By: _______________________________
Its: _______________________________
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SCHEDULE I
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LaSalle National Bank
Chicago, Illinois
ABA # 000000000
Attention: Xxxxx Xxxxxxx
FBO Trust 00-0000-000
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