ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of September 10, 1998, is by and
among INTEK GLOBAL CORPORATION, a Delaware corporation ("INTEK"), INTEK
LICENSE ACQUISITION CORP., a Delaware corporation (the "ILAC"), and NATIONAL
RURAL TELECOMMUNICATIONS COOPERATIVE, a non-profit cooperative association
organized under the laws of the District of Columbia ("NRTC") and U.S. TRUST
COMPANY, NATIONAL ASSOCIATION ("Escrow Agent"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Auction Participation and License Partitioning Agreement entered into August
17, 1998 by and between Intek, ILAC and NRTC (the "Auction Agreement").
RECITALS:
WHEREAS, Intek, through its wholly owned subsidiary Roamer One,
Inc., owns, operates and manages two-way land mobile radio stations in the
000-000 XXX xxxx (xxx "000 XXX Xxxx") within the United States.
WHEREAS, Intek desires to enhance the coverage and capacity of
those Roamer One operated licenses in certain markets through acquisition of
additional channel capacity acquired through the auction of Phase II 220 MHZ
Band licenses (the "220 MHZ Auction") to be conducted by the Federal
Communications Commission ("FCC" or "Commission") and has formed ILAC to
participate in such auction;
WHEREAS, NRTC is a non-profit cooperative of rural
telecommunications companies, many of which are interested in procuring such
channel capacity in the 220 MHZ Band as may reasonably accommodate the needs
of their markets;
WHEREAS, the 220 MHZ Auction will award through competitive bidding
Phase II 220 MHZ Band licenses on a nationwide, Regional Economic Area
Grouping ("REAG") and Economic Area ("EA") basis as defined by the FCC;
WHEREAS, the parties have entered into the Auction Agreement to
enable the purchase by ILAC of certain Phase II 220 MHZ Band licenses (the
"Licenses") in the 220 MHZ Auction and to allow for the post-auction
partitioning and disaggregation (hereinafter "partitioning") of those certain
Licenses;
WHEREAS, pursuant to Section 1.3 of the Auction Agreement, NRTC
shall prepare and deliver to ILAC no later than September 10, 1998, a
Schedule 2 to be attached as part of the Auction Agreement, setting forth the
maximum dollar amount NRTC is willing to pay for the NRTC partitioned
licenses within the Targeted Licenses (the "NRTC Maximum"); and
WHEREAS, pursuant to Section 4.2 of the Auction Agreement, NRTC has
agreed to deposit with Escrow Agent the sum total of the NRTC Maximum amounts
for each of the Target Licenses (to be used solely for the purpose of making
payments with respect to NRTC's portion of partitioned licenses within the
Targeted Licenses) not later than September 10, 1998 (the "NRTC Deposit").
NOW, THEREFORE, Intek, ILAC, NRTC and the Escrow Agent hereby agree
as follows:
1. ESCROW FUND; EARNINGS.
a. The NRTC Deposit is herewith deposited by NRTC with the
Escrow Agent, together with Schedule 2 to the Auction Agreement, receipt of
which the Escrow Agent hereby acknowledges, subject to the satisfaction of
the following condition (the "Effective Condition"):
ILAC shall deliver to Escrow Agent, on or before 5:00 p.m., Eastern
Standard Time, on September 10, 1998, one original of this Agreement, duly
executed by ILAC, accompanied by a letter or certificate from ILAC stating
that the Auction Agreement and Schedule 2 thereto has been duly executed by
an authorized agent of ILAC and is the Auction Agreement and Schedule 2
thereto described in the preamble of this Agreement.
If Escrow Agent receives such agreement and letter or certificate, then the
Effective Condition shall be satisfied, and Escrow Agent shall hold the NRTC
Deposit in accordance with the other terms and conditions of this Agreement
as the "Escrow Fund." If Escrow Agent does not receive such agreement and
letter or certificate, then the Effective Condition shall not be satisfied
and Escrow Agent shall distribute the NRTC Deposit, together with interest
thereon, to NRTC on the next business day thereafter and this Agreement shall
terminate.
b. In the event NRTC and ILAC subsequently agree to amend
Schedule 2 to the Auction Agreement to provide for an increase in the NRTC
Maximum amounts set forth therein, NRTC shall deposit with Escrow Agent the
increase in the sum total of the NRTC Maximum amount as shown on such amended
Schedule 2, together with a copy of the amended Schedule 2, and such amount
shall be added to and become a part of the "Escrow Fund."
c. All taxes in respect of earnings on the Escrow Fund shall
be the obligation of and shall be paid when due by NRTC. All accumulated
earnings (net of accumulated losses) on the Escrow Fund shall be paid to NRTC
monthly and shall not become part of the Escrow Fund. Upon receipt of the
NRTC Deposit, Escrow Agent shall invest all cash funds, if any,
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comprising the Escrow Fund in a Money Market Fund (as defined in Section 2),
so that immediately available funds will be available for payment.
2. INVESTMENT OF ESCROW FUND. Escrow Agent shall invest and
reinvest all cash funds from time to time comprising the Escrow Fund,
together with the earnings thereon, in any shares of a money market fund
registered under the Investment Company Act of 1940 the sole assets of which
are (a) bonds or other obligations or, or guaranteed by, the government of
the United States of America or any State thereof or the District of Columbia
or agencies thereof and not having maturities of greater than thirty (30)
days; (b) commercial paper that is rated, at the time of Escrow Agent's
investment therein or contractual commitment providing for such investment,
at least P-1 by Xxxxx'x Investors Service, Inc. ("MOODY'S") and A-1 by
Standard & Poor's Corporation ("S&P") and not having maturities of greater
than thirty (30) days; (c) corporate obligations that are rated, at the time
of Escrow Agent's investment therein or contractual commitment providing for
such investment, among the two highest ratings by any nationally recognized
statistical ratings organization and not having maturities of greater than
thirty (30) days; (d) demand or time deposits in, certificates of deposit of
or bankers' acceptances issued by (i) a depository institution or trust
company incorporated under the laws of the United States of America, any
State thereof or the District of Columbia or (ii) a United States branch
office or agency of a foreign depository institution or trust company if, in
any such case, the depository institution, trust company or office or agency
has combined capital and surplus of not less than One Hundred Million Dollars
($100,000,000) (any such institution being herein called a "PERMITTED BANK")
and not having maturities of greater than thirty (30) days; (e) repurchase
obligations of a Permitted Bank or securities dealer (acting as principal)
meeting the capital and surplus requirements specified for a Permitted Bank
with respect to any bond or other obligation referred to in clause (a) above;
or repurchase agreements collateralized by such obligations (a "MONEY MARKET
FUND").
3. OBLIGATIONS SECURED BY THE ESCROW FUND. The Escrow Fund shall
be held by Escrow Agent as a trust fund and shall not be subject to lien or
attachment by any creditor of any party hereto and shall be used solely for
the purpose and subject to the terms and conditions set forth in this
Agreement.
4. RELEASE OF THE ESCROW FUND PRIOR TO CLOSING. Escrow Agent,
upon receipt of a certificate from NRTC in substantially the form of EXHIBIT
I attached hereto (a "NRTC'S CERTIFICATE OF INSTRUCTION"), shall, not later
than the third business day next following its receipt thereof, give written
notice to ILAC of its receipt, together with a copy, of such NRTC Certificate
of Instruction. If Escrow Agent shall not, within five (5) days after it
shall have given such notice to ILAC, have received from ILAC a certificate
in substantially the form of EXHIBIT II attached hereto (an "ILAC'S OBJECTION
CERTIFICATE") in respect of the Certificate of Instruction to which such
notice relates, then Escrow Agent shall, pay over to NRTC, all funds in the
Escrow Fund. The
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applicable circumstances which may be set forth in the NRTC's Certificate of
Instruction are the following:
(i) the Auction Agreement is terminated by mutual consent
of NRTC and ILAC;
(ii) the Auction Agreement is automatically terminated by
reason of the occurrence of an event described in Sections 8.1, 8.2, 8.3 of
the Auction Agreement;
(iii) either party has elected to terminate the Auction
Agreement because there has been a Material Unsecured Breach by the other
party as described in Section 8.4 of the Auction Agreement;
(iv) either party has elected to terminate the Auction
Agreement because the event described in Section 8.5 of the Auction
Agreement has occurred.
In such event, the Escrow Fund and any interest accrued thereon shall be
distributed to NRTC by wire transfer to the NRTC account.
5. PROCEDURE FOR RELEASE OF ESCROW FUND. The following procedure
shall apply with respect to the release of the Escrow Fund under this
Agreement.
a. TARGET LICENSE DEPOSIT PAYMENTS. In the event ILAC is
the winning bidder of one or more Target Licenses in the 220 MHZ Auction,
ILAC shall submit a certificate or letter to Escrow Agent, together with a
copy of the FCC Public Notice as published in the FCC Daily Digest (the "FCC
Auction Closing Notice"), announcing the conclusion of the 220 MHZ Auction,
establishing the deposit payment dates, the amount of winning bids of any
Target Licenses acquired by ILAC and the amount of the deposit payments
required with respect thereto. The letter or certificate from ILAC shall set
forth (1) each Target License on which ILAC made a winning bid; (2) the
winning bid amount for each such License; (3) the amount of deposit payment
required by the FCC with respect to each such License; (4) the application of
the "Upfront Payment" (as described in the Auction Agreement) towards such
deposit payment; and (5) the dollar amount of the Escrow Fund to be released
to ILAC for the balance of the deposit payment for each such License in an
amount not in excess of the NRTC Maximum for each such License, as set forth
on Schedule 2 to the Auction Agreement, as the same may have been amended.
Upon receipt of such letter or certificate and the FCC Auction Closing
Notice, Escrow Agent shall release the Escrow Fund to ILAC to the extent
necessary to make the required deposit payments shown to be due, not less
than three (3) Business Days before such payments are due.
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b. TARGET LICENSE AWARD PAYMENTS. When the FCC makes a
public announcement published in the FCC Daily Digest indicating the final
award, subject to receipt of final payment, of licenses in the 220 MHz
Auction (the "FCC Award Notice"), ILAC shall submit a letter or certificate
to Escrow Agent to request a release of additional amounts from the Escrow
Fund to make the final payments required by the FCC with respect to the
winning binds on the Target Licenses acquired by ILAC. The letter or
certificate from ILAC shall set forth (1) each Target License acquired by
ILAC; (2) the winning bid amount for each such License; (3) the remaining
balance due with respect to each such License; and (4) the dollar amount of
the Escrow Fund to be released to ILAC for the remaining balance due for each
such License in an amount not in excess of the NRTC Maximum for each such
License, as set forth on Schedule 2 to the Auction Agreement, as the same may
have been amended. Upon receipt of such letter or certificate and the FCC
Award Notice, Escrow Agent shall release the Escrow Fund to ILAC to the
extent necessary to make the required final payments shown to be due, not
less than three (3) Business Days before such payments are due.
c. CLOSE OF ESCROW. In the event no Target Licenses are
purchased at the 220 MHZ Auction, or any portion of the Escrow Fund remains
after disbursement to ILAC for all acquired Target Licenses (as set forth in
subsection 5(b) above), all Escrow Funds remaining, together with any accrued
interest, shall be released to NRTC.
6. TERMINATION DATE. This Agreement shall terminate on the
release and discharge of the Escrow Fund as permitted in Sections 4 and 5
herein (the "Termination Date").
7. DUTIES AND OBLIGATIONS OF ESCROW AGENT; FEES OF ESCROW AGENT.
The duties and obligations of Escrow Agent shall be determined solely by the
provisions of this Agreement and the Certificates referred to in the Exhibits
hereto delivered in accordance herewith, Escrow Agent is not charged with
knowledge of or any duties or responsibilities in respect of any other
agreement or document, and Escrow Agent shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this Agreement. In furtherance and not in limitation of the foregoing:
a. NRTC shall pay all fees and expenses of the Escrow Agent
for its services hereunder as and when billed by Escrow Agent and shall
reimburse and indemnify Escrow Agent for, and hold it harmless against any
loss, liability, cost or expense, including but not limited to reasonable
attorneys' fees, reasonably incurred on the part of Escrow Agent in
connection with Escrow Agent's duties and obligations under this Agreement,
as well as the reasonable costs and expenses of defending against any claim
or liability relating to this Agreement (and Escrow Agent may debit the
Escrow Fund for such amounts if its invoice is not paid within 30 days);
provided that, notwithstanding the foregoing, NRTC shall not be required to
indemnify Escrow Agent for any such loss, liability, cost or expense arising
as a result of its willful misconduct or gross negligence;
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b. Escrow Agent shall not be liable for any loss of interest
sustained as a result of investments made hereunder in accordance with the
terms hereof, including any liquidation of any investment of the Escrow Fund
prior to its maturity effected to make a payment required by the terms of
this Agreement;
c. Escrow Agent shall be fully protected in relying in good
faith upon any written certification, notice, direction, request, waiver,
consent, receipt or other document that Escrow Agent reasonably believes to
be genuine and duly authorized, executed and delivered;
d. Escrow Agent shall not be liable for any error of
judgment, or for any act done or omitted by it, or for any mistake in fact or
law, or for anything that it may do or refrain from doing in connection
herewith; provided that, notwithstanding any other provision in this
Agreement, Escrow Agent shall be liable for its willful misconduct or gross
negligence;
e. Escrow Agent may seek the advice of legal counsel in the
event of any dispute or question as to the construction of any of the
provisions of this Agreement or its duties hereunder, and it shall incur no
liability and shall be fully protected in respect of any action taken,
omitted or suffered by it in good faith in accordance with the opinion of
such counsel;
f. In the event that Escrow Agent shall in any instance,
after seeking the advice of legal counsel pursuant to the immediately
preceding clause, in good faith be uncertain as to its duties or rights
hereunder, it shall be entitled to refrain from taking any action in that
instance and its sole obligation, subject to those of its duties hereunder as
to which there is no such uncertainty, shall be to keep safely all property
held in escrow until it shall be directed otherwise in writing by each of the
parties hereto or by a final order or judgment of a court of competent
jurisdiction; provided that, in the event Escrow Agent has not received such
written direction or court order or judgment within ninety (90) days after
requesting same, it shall have the right to interplead ILAC and NRTC in any
court of competent jurisdiction and request that such court determine its
rights and duties hereunder; and
g. Escrow Agent may execute any of its powers or
responsibilities hereunder and exercise any rights hereunder either directly
or by or through its agents or attorneys. Nothing in this Agreement shall be
deemed to impose upon Escrow Agent any duty to qualify to do business or to
act as fiduciary or otherwise in any jurisdiction other than the State of
California and Escrow Agent shall not be responsible for and shall not be
under a duty to examine into or pass upon the validity, binding effect,
execution or sufficiency of this Agreement or of any agreement amendatory or
supplemental hereto.
8. COOPERATION. ILAC and NRTC shall provide to Escrow Agent all
instruments and documents within their respective powers to provide that are
necessary for Escrow Agent to perform its duties and responsibilities
hereunder.
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9. RESIGNATION AND REMOVAL OF ESCROW AGENT.
a. Escrow Agent may resign as escrow agent hereunder thirty
(30) days following the giving of written notice thereof to ILAC and NRTC.
Similarly, Escrow Agent may be removed and replaced as escrow agent hereunder
thirty (30) days following the giving of written notice to Escrow Agent by
ILAC and NRTC. Notwithstanding the foregoing, no such resignation or removal
shall be effective until a successor Escrow Agent has acknowledged its
appointment as such as provided in paragraph (c) below. In either event, upon
the effective date of such resignation or removal, Escrow Agent shall deliver
the property comprising the Escrow Fund to such successor Escrow Agent.
b. If ILAC and NRTC are unable to agree upon a successor
Escrow Agent, or shall have failed to appoint a successor Escrow Agent prior
to the expiration of thirty (30) days following the date of the notice of
such resignation or removal, the then acting Escrow Agent shall petition a
court of competent jurisdiction to appoint a successor, provided that any
such successor selected shall be a Permitted Bank referred to in subclause
(i) of clause (d) of Section 2.
c. Upon acknowledgment by any duly appointed successor
Escrow Agent of the receipt of the property then comprising the Escrow Fund,
the then acting Escrow Agent shall be fully released and relieved of all
duties, responsibilities and obligations under this Agreement, subject to the
provisos contained in clauses (a) and (d) of Section 8.
10. NOTICES. All notices and other communications required or
permitted hereunder must be in writing and will be deemed to have been duly
given if delivered (personally or by overnight courier) or mailed (by
certified mail return receipt requested, first class postage prepaid) to the
parties at the following addresses:
If to NRTC to: Xxxxxxx Xxxxxx
NRTC
0000 Xxxxxxxxxxx Xxx
Xxxxx 000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
and
Xxxxxx X. Xxxxxx
NRTC
0000 Xxxxxxxxxxx Xxx
Xxxxx 000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
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With a copy to: Xxxx Xxxxxxxx
Xxxxxx & Xxxxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Facsimile: (000) 000-0000
If to Intek: Xxxxxx Xxxxxx
Intek Global Corporation
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Facsimile (000) 000-0000
and
Xxxxxx Xxxxxxx
Intek Global USA
0000 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
With a copy to: Xxxxxx X. Xxxxx
Xxxxxx, Xxxxxxx & Xxxxxxx LLP
0000 Xxxxxxxxxxxx Xxx., X.X.
Post Office Box 407
Washington, D.C. 20044-0407
Facsimile: (000) 000-0000
If to ILAC: Xxxxx Xxxxxxx
Intek License Acquisition Corp.
00000 XxxXxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
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If to Escrow Agent, to: U.S. Trust Company, National Association
000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000-0000
Attn: Corporate Trust Department
Facsimile: (000) 000-0000
or to such other address or number, or to the attention of such other Person,
as any party may designate, at any time, in writing in conformity with these
notice provisions. Failure to send a copy to counsel shall not invalidate
the notice.
All notices and other communications required or permitted under this
Agreement that are addressed as provided in this Section 9 will (a) if
delivered personally or by overnight courier, be deemed given upon delivery,
and (b) if delivered by mail in the manner described above, be deemed given
on the fifth day after deposit in a regular depositary of the United States
mail. Any party from time to time may change its address for the purpose of
notices to that party by giving notice to the other parties hereto specifying
a new address, but no such notice will be deemed to have been given until it
is actually received by the party sought to be charged with the contents
thereof.
11. AMENDMENTS, ETC. This Agreement may be amended, modified,
superseded or canceled, and any of the terms hereof may be waived, only by a
written instrument executed by or on behalf of each of the parties hereto. No
waiver by any party of any breach of any term contained in this Agreement, in
any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such breach or a waiver of any breach of any other
term contained in this Agreement.
12. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of California, without
reference to principles of conflicts of law.
13. JURISDICTION AND SERVICE OF PROCESS.
ILAC AND NRTC (THE "SUBMITTING PARTIES") HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
CENTRAL DISTRICT OF CALIFORNIA, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF BROUGHT BY THE SUBMITTING PARTIES. IN THE EVENT THAT THE UNITED
STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA SHALL NOT
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HAVE JURISDICTION OVER THE SUBMITTING PARTIES ON SUCH MATTERS, THE SUBMITTING
PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE COURTS OF
THE STATE OF CALIFORNIA. THE SUBMITTING PARTIES TO THE EXTENT PERMITTED BY
APPLICABLE LAW (A) HEREBY WAIVE, AND SHALL NOT ASSERT, BY WAY OF MOTION, AS A
DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH
COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF
THE ABOVE-NAMED COURTS, THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM
ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS
IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE
ENFORCED IN OR BY SUCH COURT, AND (B) HEREBY WAIVE THE RIGHT TO ASSERT IN ANY
SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT
COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT
MATTER. THE SUBMITTING PARTIES HEREBY CONSENT TO SERVICE OF PROCESS BY MAIL
AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 9 HEREOF.
FINAL JUDGMENT AGAINST ANY OF THE SUBMITTING PARTIES IN ANY SUCH ACTION,
SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION (A) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED
OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT
OF INDEBTEDNESS OR LIABILITY OF SUCH SUBMITTING PARTY THEREIN DESCRIBED OR
(B) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER
JURISDICTION.
14. MISCELLANEOUS. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and assigns. The headings
in this Agreement are for convenience of reference only and shall not define
or limit the provisions hereof. This Agreement may be executed in several
counterparts, each of which is an original but all of which together shall
constitute one instrument.
15. SEVERABLE PROVISIONS. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions,
and any partially unenforceable provisions to the extent enforceable, shall
nevertheless be binding and enforceable.
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16. COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, each one of which shall be deemed an original,
but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.
NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE
By: /s/
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Name:
-------------------------------------------------
Title:
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INTEK GLOBAL CORPORATION
By: /s/
---------------------------------------------------
Name:
-------------------------------------------------
Title:
------------------------------------------------
INTEK LICENSE ACQUISITION CORP.
By: /s/
---------------------------------------------------
Name:
-------------------------------------------------
Title:
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U.S. TRUST COMPANY, NATIONAL ASSOCIATION
By: /s/
---------------------------------------------------
Name:
-------------------------------------------------
Title:
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EXHIBIT I
NRTC'S CERTIFICATE OF INSTRUCTION
TO
U.S. TRUST COMPANY, NATIONAL ASSOCIATION
AS ESCROW AGENT
The undersigned, National Rural Telecommunications Cooperative ("NRTC"),
pursuant to Section 4 of the Escrow Agreement, dated as of September 10,
1998, hereby:
(a) certifies that the Auction has concluded and no Target Licenses were
acquired at Auction (as set forth in the Auction Agreement) or the
Auction Agreement has terminated because [list one of reasons in
Section 4]; and
(b) instructs you, subject to and after your compliance with the
provisions of Section 4 of the Escrow Agreement, to pay to NRTC the
Escrow Fund.
NATIONAL RURAL TELECOMMUNICATIONS
COOPERATIVE
By:
---------------------------------------------
---------------------------------------------
Its:
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EXHIBIT II
ILAC'S OBJECTION CERTIFICATE
TO
U.S. TRUST COMPANY, NATIONAL ASSOCIATION
AS ESCROW AGENT
The undersigned, Intek License Acquisition Corp. ("ILAC") pursuant to
Section 4 of the Escrow Agreement dated as of September 10, 1998, hereby:
(a) certifies that (i) NRTC is not entitled to the Escrow Fund, and
(ii) the undersigned has sent to NRTC a written statement dated
_________, 199_ to such effect; and
(b) objects to your making payment to NRTC as provided in such certificate
of NRTC.
INTEK LICENSE ACQUISITION CORP.
By:
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Its:
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By:
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Its:
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