Exhibit 2.4
ESCROW AGREEMENT
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THIS ESCROW AGREEMENT is dated November 13, 2002, and
effective as of November 14, 2002, among Xxxxx X. Xxxx and
Xxxxxxxx X. Xxxxx (collectively, "Sellers"), Xxxxx Business
Forms, Inc., a Texas corporation ("Purchaser"), and Bank One,
National Association ("Escrow Agent").
Background
A. Contemporaneously with the execution and delivery
hereof, the closing pursuant to the terms of a Stock Purchase
Agreement, dated as of November 14, 2002 (the "Purchase
Agreement"), between Sellers and Purchaser has occurred.
B. The Purchase Agreement contemplates the establishment
of a fund to satisfy certain obligations with respect to
indemnification by Sellers pursuant to Section 9.02 of the
Purchase Agreement.
C. Escrow Agent is willing to accept the Escrow Fund (as
defined below) and to hold and distribute the Escrow Fund in
accordance with the terms and conditions set forth herein.
D. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Purchase
Agreement.
Agreement
For and in consideration of the premises, the mutual
covenants and agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree:
1. Appointment of Escrow Agent. Purchaser and
Sellers hereby designate and appoint Escrow Agent to serve as
escrow agent and Escrow Agent hereby confirms its agreement to
act as escrow agent upon the terms, conditions and provisions of
this Agreement.
2. Creation of Escrow Fund.
(a) In accordance with Section 1.02 of the
Purchase Agreement, Purchaser hereby agrees to deposit from time
to time, on behalf of Sellers, with Escrow Agent by wire transfer
the amount of any Earn-Out payable to Sellers under Section 1.03
of the Purchase Agreement prior to the Expiration Date (the
"Escrow Deposit"). The Escrow Deposit, together with all
interest accrued thereon is herein referred to as the "Escrow
Fund." The Escrow Fund, pending distribution thereof as
hereinafter provided, shall be held in a segregated escrow
account and not commingled with any other assets or funds held or
administered by Escrow Agent.
(b) Pending distribution in accordance with the
provisions of Section 6 hereof, all collected and available funds
held by Escrow Agent pursuant to this Escrow Agreement shall be
invested in The One Group U.S. Treasury Money Market Fund or, if
directed in writing, in other investments as otherwise directed
by Purchaser and Sellers. The parties recognize and agree that
Escrow Agent will not provide supervision, recommendations or
advice relating to either the investment of moneys held in the
Escrow Account or the purchase, sale, retention or other
disposition of any investment. Escrow Agent is hereby authorized
to execute purchases and sales of permitted investments through
the facilities of its own trading or capital markets operations
or those of any affiliated entity. Escrow Agent shall send
statements to each of the parties hereto on a monthly basis
reflecting activity in the Escrow Account for the preceding
month. Although Purchaser and Sellers each recognizes that it
may obtain a broker confirmation or written statement containing
comparable information at no additional cost, Purchaser and
Sellers hereby agree that confirmations of permitted investments
are not required to be issued by Escrow Agent for each month in
which a monthly statement is rendered. Any loss or expense
incurred as a result of an investment will be borne by the Escrow
Account. The parties hereby acknowledge and agree that unless
written instructions and collected and available funds are
delivered to Escrow Agent by 11:00 a.m. Central Time on a
business day, the funds will remain uninvested until the next
business day. All interest earnings on escrowed investments
shall be credited to the Escrow Fund upon receipt. Income will
be distributed monthly to Sellers by Escrow Agent. The Escrow
Fund is to be held, administered and paid by Escrow Agent as
provided herein. Escrow Agent acknowledges receipt of the Escrow
Fund and agrees to hold, administer and pay the same in
accordance with the terms of this Agreement and to not permit any
withdrawal thereof, except pursuant to the terms hereof.
(c) Purchaser shall execute and deliver to Escrow
Agent a certificate of incumbency substantially in the form of
Exhibit A hereto for the purpose of establishing identity of the
representatives of Purchaser entitled to issue instructions or
directions to Escrow Agent on behalf of each such party. In the
event of any change in the identity of such representatives, a
new certificate of incumbency shall be executed and delivered to
Escrow Agent by the appropriate party. Until such time as Escrow
Agent shall receive a new incumbency certificate, Escrow Agent
shall be fully protected in relying without inquiry on any then
current incumbency certificate on file with Escrow Agent.
(d) Purchaser and Sellers shall each furnish
Escrow Agent with a completed Form W-8 or Form W-9, as
applicable.
3. Purpose of Escrow Fund. The Escrow Fund has been
established for the purpose of providing a source of funds to pay
Losses (as defined below) incurred by Purchaser as a result of
the matters described in Section 9 of the Purchase Agreement.
Notwithstanding any provision hereof or of the Purchase
Agreement, this Agreement is intended to provide a source of
funds to satisfy the indemnity obligations of Sellers, but it not
intended to limit Purchaser's recourse against Sellers under the
Purchase Agreement, and recourse to the provisions hereof and the
Escrow Fund shall not be exclusive of any other rights or
remedies available to Purchaser against Sellers or any other
party to the Purchase Agreement, either at law or in equity.
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4. Notices Directing Distribution of Escrow Funds.
As used herein:
(a) "Award Notice" means a true copy of an order
of a court or arbitrator in any dispute over indemnification
under Section 9 of the Purchase Agreement.
(b) "Purchaser's Notice" means a notice with
respect to indemnification given by Purchaser pursuant to Section
9 of the Purchase Agreement, which Purchaser's Notice shall
contain a statement with reasonable specificity as to nature of
such claim, the facts supporting same and the dollar amount (if
ascertainable) of such claim.
(c) "Losses" means all losses, claims,
obligations, demands, assessments, penalties, liability, costs,
damages, reasonable attorneys' fees and expenses asserted against
or incurred by Purchaser by reason of or resulting from the
matters described in Section 9 of the Purchase Agreement.
(d) "Earn-Out" means the earn-out of Sellers
pursuant to Section 1.03 of the Purchase Agreement.
(e) "Expiration Date" means two (2) years after
the payment to Sellers of the maximum amount of the Earn-Out or
two (2) years after the fiscal year-end date on which neither of
the Sellers shall have been employed as General Manager of the
Company on a full-time basis during the entire fiscal year, as
certified by Purchaser.
(f) "Notice of Release" means a written
declaration, executed by Purchaser and Sellers, specifying the
resolution of a dispute with regard to a Purchaser's Notice and
the disposition to be made of the Escrow Fund or any portion
thereof that was the subject of such dispute.
(g) "Objection" means a written good faith
objection by Sellers to a Purchaser's Notice (in whole or part)
stating in reasonable detail the basis for such objection.
(h) "Withdrawal Notice" means a written
declaration (i) executed by Purchaser withdrawing a Purchaser's
Notice or (ii) executed by Sellers withdrawing the Objection.
At any time prior to the close of business on the Expiration
Date, Purchaser may deliver to Escrow Agent (with a copy being
contemporaneously delivered to Sellers) a Purchaser's Notice.
Sellers shall have ten (10) days following receipt of a
Purchaser's Notice to deliver to Escrow Agent (with a copy being
contemporaneously delivered to Purchaser) an Objection. If no
Objection is interposed by Sellers within ten (10) days after
receipt by Sellers of a Purchaser's Notice, such claim is an
"Uncontested Claim." If an Objection is filed by Sellers within
such ten (10) day period, such claim is a "Contested Claim."
5. Claimed Funds. With respect to each Purchaser's
Notice received by Escrow Agent, Escrow Agent shall make a
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notation on its records setting aside from the Escrow Fund the
amount asserted by Purchaser as Losses (the "Claimed Funds").
Upon determination of the exact amount of Losses with respect to
each Purchaser's Notice (whether by negotiation or litigation) in
accordance with the Purchase Agreement, the Claimed Funds shall
be increased or decreased as necessary to reflect the difference
(if any) between the amount of the Losses asserted in Purchaser's
Notice and the amount of the Losses actually payable to Purchaser
pursuant to Section 6 hereof. If Purchaser shall execute a
Withdrawal Notice or if Purchaser and Sellers shall agree to
reduce the amount of Claimed Funds, they shall execute and
deliver to Escrow Agent a Notice of Release with respect to the
amount of the reduction, and Escrow Agent shall reduce the
Claimed Funds as and to the extent set forth in such Withdrawal
Notice or Notice of Release, as the case may be.
6. Disposition of Escrow Fund.
(a) Escrow Agent shall pay and disburse the
Escrow Fund and the Claimed Funds as follows:
(i) To Purchaser as specified in any
Purchaser's Notice received by Escrow Agent which is an
Uncontested Claim;
(ii) To Purchaser as specified in any
Purchaser's Notice that is a Contested Claim, if Sellers shall
have delivered a Withdrawal Notice to Escrow Agent with respect
to such Contested Claim;
(iii) To Purchaser as specified in any Notice
of Release received by Escrow Agent;
(iv) To Purchaser as specified in any Award
Notice;
(v) To Sellers at the Expiration Date less
any Claimed Funds; and
(vi) To Sellers and/or Purchaser as set
forth in any Notice of Release or Award Notice with regard to
Claimed Funds received by Escrow Agent after the Expiration Date.
Distributions by Escrow Agent to Sellers shall be allocated
50% to Xxxxx X. Xxxx and 50% to Xxxxxxxx X. Xxxxx.
7. Escrow Agent's Duties. Escrow Agent shall be
obligated to perform only such duties as expressly set forth in
this Agreement, and shall not be required, in carrying out its
duties under this Agreement to refer to the Purchase Agreement.
8. Escrow Agent's Fees and Expenses. The reasonable
compensation of Escrow Agent as set forth in Schedule 1 hereto
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and all expenses, disbursements and advances (including
reasonable attorneys' fees) incurred in the carrying out of
Escrow Agent's duties hereunder (the "Escrow Agent's Fees") shall
be paid in equal amounts by Purchaser and Seller.
9. Provisions Relating to Escrow Agent.
(a) The parties hereto acknowledge and agree that
Escrow Agent (i) shall not be responsible for any of the
agreements referred to herein but shall be obligated only for
performance of such duties as are specifically set forth in this
Agreement; (ii) shall not be obligated to take any legal or other
action hereunder which might in its judgment involve any expense
or liability unless it shall have been furnished with acceptable
indemnification; (iii) may rely on and shall be protected in
acting or refraining from acting upon any written notice
instruction, instrument, statement, request or document furnished
to it hereunder, executed by the appropriate party or parties as
hereinabove provided and believed by it to be genuine and to have
the accuracy thereof; and (iv) may consult counsel reasonably
satisfactory to it (other than counsel to any party to the
Purchase Agreement), including in-house counsel for such Escrow
Agent, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in
accordance with the opinion of such counsel.
(b) NEITHER ESCROW AGENT NOR ANY OF ITS
DIRECTORS, OFFICERS OR EMPLOYEES SHALL BE LIABLE TO ANYONE FOR
ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR ANY OF ITS
DIRECTORS, OFFICERS OR EMPLOYEES HEREUNDER EXCEPT IN THE CASE OF
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BUT INCLUDING ITS OWN
NEGLIGENCE. PURCHASER AND SELLERS, JOINTLY AND SEVERALLY,
COVENANT AND AGREE TO INDEMNIFY ESCROW AGENT AND HOLD IT HARMLESS
WITHOUT LIMITATION FROM AND AGAINST ANY LOSS, LIABILITY OR
EXPENSE OF ANY NATURE INCURRED BY ESCROW AGENT ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR WITH THE ADMINISTRATION OF
ITS DUTIES HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LEGAL FEES
AND OTHER COSTS AND EXPENSES OF DEFENDING OR PREPARING TO DEFEND
AGAINST ANY CLAIM OR LIABILITY RELATING TO THIS AGREEMENT, UNLESS
SUCH LOSS, LIABILITY OR EXPENSE SHALL BE CAUSED BY ESCROW AGENT'S
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BUT INCLUDING ITS
NEGLIGENCE. IN NO EVENT SHALL ESCROW AGENT BE LIABLE FOR DIRECT,
SPECIAL OR CONSEQUENTIAL LOSSES. THE PROVISIONS OF PARAGRAPH (B)
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
(c) In the event of any conflicting or
inconsistent claims or demands being made in connection with the
subject matter of this Escrow Agreement, or in the event that
Escrow Agent is in doubt as to what action it should take
hereunder, Escrow Agent may, at its option, refuse to comply with
any claims or demands on it, or refuse to take any other action
hereunder so long as such disagreement continues or such doubt
exists, and in any such event, Escrow Agent shall not be or
become liable in any way or to any person for its failure or
refusal to act, and Escrow Agent shall be entitled to continue to
refrain from acting until (i) the rights of all parties have been
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fully and finally adjudicated by a court of competent
jurisdiction, or (ii) all differences shall have been settled and
all doubt resolved by agreement among all of the interested
persons, and Escrow Agent shall have been notified thereof in
writing signed by all such persons. In addition to the foregoing
rights, in the event Escrow Agent has any doubt as to the course
of action it should take under this Escrow Agreement, Escrow
Agent is hereby authorized to petition any District Court of
Texas, Dallas County or the United States District Court of the
Northern District of Texas for instructions or to interplead the
funds or assets so held (including the property and any
investment) into such court. The parties agree to the
jurisdiction of either of said courts over their persons as well
as the Escrow Fund, waive personal service of process, and agree
that service of process by certified or registered mail, return
receipt requested, to the address set forth below each party's
signature to this Escrow Agreement shall constitute adequate
service. Purchaser and Sellers hereby agree to indemnify and
hold Escrow Agent harmless from any liability or losses
occasioned thereby and to pay any and all of its fees, costs,
expenses, and counsel fees and expenses incurred in any such
action and agree that, on such petition or interpleader action,
Escrow Agent, its servants, agents, employees or officers will be
relieved of further liability. Escrow Agent is hereby given a
lien upon, and security interest in, all property in Escrow
Agent's actual or constructive possession, and all investment and
reinvestment of such property and the earnings thereon, to secure
Escrow Agent's rights to payment or reimbursement (or both) under
this Escrow Agreement.
(d) Any corporation or association into which
Escrow Agent may be converted or merged, or with which it may be
consolidated, or to which it may sell or transfer its corporate
trust business and assets as a whole or in part, or any
corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party,
shall be and become the successor Escrow Agent hereunder and
vested with all of the title to the whole property or trust
estate and all the trust, powers, immunities, privileges,
protections and all other matters as was its predecessor, without
execution or filing of any instrument or any further act, deed or
conveyance on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
10. Resignation/Removal of Escrow Agent. Escrow Agent
may at any time resign as Escrow Agent hereunder by giving not
less than thirty (30) days' prior written notice of resignation
to Purchaser and Sellers; provided that such resignation shall
not be effective until such time as the theretofore undisbursed
balance of the Escrow Fund shall have been delivered to a
successor escrow agent. Prior to the effective date of the
resignation as specified in such notice, Purchaser will issue to
Escrow Agent a written instruction authorizing redelivery of the
Escrow Fund to a bank or trust company that it selects, subject
to the reasonable consent of Sellers. Such bank or trust company
shall have capital, surplus and undivided profits in excess of
$500,000,000. If, however, Purchaser shall fail to name such a
successor escrow agent who shall agree to serve as Escrow Agent
hereunder within twenty (20) days after the notice of resignation
from Escrow Agent, Sellers shall be entitled to name such
successor escrow agent. If no successor escrow agent is named by
Purchaser or Sellers, Escrow Agent may apply to a court of
competent jurisdiction for appointment of a successor escrow
agent.
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11. General Provisions.
(a) Action by Sellers. For purposes of all
actions required to be taken by Sellers pursuant to this
Agreement, the action of both Sellers shall be required.
(b) Assignment. The rights and obligation of the
parties under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of such parties.
Neither this Agreement nor any right or benefit hereunder may be
assigned or transferred by Purchaser or Sellers without the prior
written consent of the other.
(c) Severability. Each section of this
Agreement, and any and every provision therein, shall be
severable from every other section of this Agreement, and any and
every provision thereof, and the invalidity or unenforceability
of any section or provision shall not affect the validity or
enforceability of any other section or provision of this
Agreement.
(d) Construction. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Texas (without regard to its conflicts or choice of law
principles).
(e) Entire Agreement. Except as otherwise
specified herein relative to the Purchase Agreement, this
Agreement embodies the entire agreement of the parties hereto
relating to the subject matter hereof, and all prior agreements,
understandings, and negotiations are merged therein and
superseded hereby.
(f) Term. The term of this Agreement shall
commence on the date hereof and shall end when the entire Escrow
Fund has been disbursed as herein provided.
(g) Notice. Any notice, request, demand or other
communication required to be given hereunder shall be made in
writing and shall be deemed to have been fully given when
received, if personally delivered or delivered by facsimile
transmission, or five days after deposit, if mailed by United
States Mail, certified or registered, postage prepaid, to the
parties at the following addresses (or such other addresses as
shall be given in writing by any party to the other party
hereto):
If to Sellers to: Xxxxx X. Xxxx
0000 Xxx Xxxx
Xxxxx, Xxxxx 00000
Xxxxxxxx X. Xxxxx
0000 XX Xxx. 000
Xxxxxxxx, Xxxxxx 00000
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With a copy (which shall not constitute notice) to:
Xxxxxxx X. Xxxxxxx, Esq.
000 Xxxx Xxxxxx Xxxxxx
P. O. Xxx 00
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
If to Purchaser to: Xxxxx Business Forms, Inc.
0000 X. Xxxxxxx, Xxxxx 000
XxXxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxxxx
Chairman, President & CEO
Facsimile: (000) 000-0000
With a copy (which shall not constitute notice) to:
Xxxxxxxxxxx & Xxxxxxxx LLP
0000 X. Xxxxxxx Xx., Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
If to Escrow Agent:
Bank One, National Association
Global Corporate Trust Services
Attn: Xxx X. Xxxxxxx
Mail Code TX1-2451
0000 Xxxx Xxxxxx, Xxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
12. Multiple Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed to be an original, and, so long as each party hereto has
executed at least one counterpart to this Agreement, it shall not
be necessary for the same counterpart of this Agreement to be
signed by all of the undersigned in order for the agreements set
forth herein to be binding upon all of the undersigned in
accordance with the terms hereof.
13. Captions. Captions and Section headings used
herein are for convenience only and are not a part of this
Agreement and shall not be used in construing it.
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14. Further Assurances. Each of the parties shall
cooperate with Escrow Agent and deliver to Escrow Agent such
additional information and documents as Escrow Agent shall
reasonably request in order to facilitate the performance of its
obligations under this Agreement, including such documents as it
shall reasonably request to evidence termination of this
Agreement and to evidence their consent to the final distribution
of the Escrow Fund in accordance with the terms of this
Agreement.
15. Tax Matters.
(a) Reporting of Income. Escrow Agent shall
report to the Internal Revenue Service, as of each calendar year-
end, and to Sellers all income earned from the investment of any
sum held in the Escrow Account, as and to the extent required
under the provisions of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder (the "Code").
(b) Preparation and Filing of Tax Returns.
Sellers are required to prepare and file any and all income or
other tax returns applicable to the Escrow Account with the
Internal Revenue Service and all required state and local
departments of revenue in all years income is earned in any
particular tax year as and to the extent required under the
provisions of the Code.
(c) Payment of Taxes. Any taxes payable on
income earned from the investment of any sums held in the Escrow
Account shall be paid by Sellers, whether or not the income was
distributed by Escrow Agent during any particular year as and to
the extent required under the provisions of the Code.
(d) Unrelated Transactions. Escrow Agent shall
have no responsibility for the preparation and/or filing of any
tax or information return with respect to any transaction,
whether or not related to the Agreement or the Stock Purchase
Agreement, that occurs outside the Escrow Account.
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IN WITNESS WHEREOF, the parties hereto have each executed and
delivered this Agreement as of the date first above written.
PURCHASER:
XXXXX BUSINESS FORMS, INC.,
a Texas corporation
By:/s/Xxxxx X. Xxxxxxx
-----------------------------
Xxxxx X. Xxxxxxx
Chairman, President and CEO
SELLERS:
/s/Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
/s/Xxxxxxxx X. Xxxxx
--------------------------------
Xxxxxxxx X. Xxxxx
ESCROW AGENT:
BANK ONE, National Association
By: /s/Xxx X. Xxxxxxx
---------------------------
Xxx X. Xxxxxxx
Vice President
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SCHEDULE 1
Bank One, National Association
Escrow Fee Schedule
RE: Xxxxx Business Forms, Inc
Acceptance Fee $500.00
Annual Administration Fee $2,000.00
The Acceptance Fee covers acceptance of contractual
responsibilities and establishment of administrative
records and procedures to comply with the agency
documents.
The Annual Administration Fee covers the performance of
specified agent duties and responsibilities under the
agency documents.
Out-of-pocket Expenses:
A charge of 5% of the total fees (Acceptance and Annual
Administration) will be added to cover ordinary
business expenses such as postage, checks, stationery,
printing, messenger deliveries, and telephone.
Expenses for additional services, including, but not
limited to, travel, legal, securities delivery, legal
notice publication and legal representation will be
billed additionally.
Additional Terms and Conditions:
Acceptance of the appointment is subject to document
provisions being satisfactory to Bank One. This
proposal is effective for a period of ninety (90) days
from the date noted above. Unless otherwise indicated,
the above fees provide for the establishment of one
account. Additional sub-accounts governed by the same
agreement may be established at an additional charge of
$250.00 per account.
The Acceptance Fee and the first year Annual
Administration Fee are payable at the transaction
closing. In the event the agency agreement is not
funded, the Acceptance Fee and all related expenses
will not be refunded. Annual Administration Fees cover
a full year in advance, or any part thereof, and thus
are not pro-rated in the year of termination.
Upon a client's direction, cash balances will be
invested in any one of the following:
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Cash balances may be invested in One Group
(registered) Money Market Funds in which event
Bank One will charge a 25 basis point (.0025)
automated cash management fee. One Group
(registered) will pay Banc One Investment Advisors
Corporation, an affiliate of Bank One, an
investment advisory fee as described in the fund
prospectuses.
Cash balances may be invested in another select
alternative short-term investment fund in which
event Bank One will charge a 25 basis point
(.0025) automated cash management fee.
The fees quoted in this letter apply to services
ordinarily rendered in the administration of an agency
account. They are subject to reasonable adjustment
based on final review of the agency agreement. Fees may
be adjusted based upon changes required by legal or
regulatory changes or as the costs of doing business
demand. Services in addition to those ordinarily
performed under the documents, including, but not
limited to document amendments and revisions, non-
standard cash and/or investment transactions,
calculations, notices and reports, may be billed
additionally as extraordinary services at a $200.00 per
hour rate.
In determining the general schedule of fees, Bank One
takes into consideration the various incidental
benefits accruing to it from the operation of the
accounts. Collected funds must be on deposit prior to
disbursement of payments. In addition, Bank One has
the use of funds deposited to pay checks that have not
yet been presented for payment. No interest shall be
paid to the client or any other person on these funds,
it being understood that the float on these funds is
considered in the calculation of our fees.
Default and Workout Services
----------------------------
In the event Bank One is required to administer a
default and/or workout matter in relation to the
appointment, the following hourly fees will apply for
Fiduciary Workout Services staff:
Director $300.00/hour
Account Executive $250.00/hour
Account Representative $200.00/hour
Client Service Assistant $125.00/hour
NOT FDIC INSURED * NO BANK GUARANTEE * MAY LOSE VALUE
One Group Mutual Funds distributed by The One Group Services
Company, 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 which is not
affiliated with Bank One Corporation. Banc One Investment
Advisors Corporation serves as an investment advisor to the One
Group for which it receives advisory fees. Call Investor
Services at The One Group Services Company at 1-800-480-4111 for
a prospectus containing complete information about charges and
expenses. Read carefully before investing.
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EXHIBIT A
CERTIFICATE OF INCUMBENCY
The undersigned,
------------------, --------------------
of Xxxxx Business Forms, Inc., a Texas corporation, hereby
certifies that the following named officers are duly appointed,
qualified and acting in the capacity set forth opposite his/her
name, and the following signature is the true and genuine
signature of said officer.
Name Title Signature
----------------- ------------------ --------------------
----------------- ------------------ --------------------
Such officers are hereby authorized to furnish Escrow Agent
with directions relating to any matter concerning this Escrow
Agreement and the funds and/or property held pursuant thereto.
IN WITNESS WHEREOF, Xxxxx Business Forms, Inc., has caused
this Certificate of Incumbency to be executed by its officer duly
authorized this day of , 200 .
----- ------------ --
XXXXX BUSINESS FORMS, INC.,
a Texas corporation
By:
---------------------------
Xxxxx X. Xxxxxxx
Chairman, President and CEO
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