EXHIBIT 4.2
ESCROW AGREEMENT
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THIS AGREEMENT is made by and among XXXXXXX X. XXXXXXXXX of Xxxx, Maine
("Xxxxxxxxx"), CONTINENTAL CHOICE CARE, INC, a New Jersey corporation ("CCC"),
and MAINE BANK & TRUST COMPANY, a Maine banking institution (the "Bank").
RECITALS:
X. Xxxxxxxxx and CCC are parties to a Stock Purchase Agreement for
substantially all of the stock of Pine Tree Telephone and Telegraph Company, a
Maine corporation.
B. The Stock Purchase Agreement requires that certain sums be placed in
escrow, in accordance with the terms of the said Agreement.
X. Xxxxxxxxx and CCC wish to appoint the Bank as Escrow Agent, and the
Bank is willing to act as Escrow Agent, under the terms and conditions hereof.
AGREEMENTS:
1. Xxxxxxxxx and CCC hereby appoint the Bank as Escrow Agent, to hold sums
in escrow as provided in Sections 1.4 and 1.5 of the Stock Purchase Agreement
between Xxxxxxxxx and CCC. A copy of that Stock Purchase Agreement is appended
hereto as Exhibit A and incorporated herein. The duties of the Bank as Escrow
Agent are described in said sections and in Sections 1.7(b) and 2.1.
2. Acting as Escrow Agent, the Bank will deposit and maintain all sums
contained in the Escrow Account in the Vanguard Municipal Money Market Fund.
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3. The Bank will distribute all amounts in escrow, together with interest
thereon, as required by the terms of the said Stock Purchase Agreement.
4. The liability of the Escrow Agent to the parties hereto shall be only
as set forth in this Agreement. The Escrow Agent shall not be liable for any
mistake or error of judgement in the discharge of its functions hereunder but
shall be liable for bad faith or gross negligence. Without limiting the
generality of the foregoing, the Escrow Agent shall not incur any liability with
respect to any action taken or omitted in reliance upon any instrument, not only
as to its due execution and delivery and the validity and effectiveness of its
provisions, but also as to the truth and accuracy of any information contained
therein which the Escrow Agent shall in good faith believe to be genuine, to
have been signed or presented by a proper person or persons, and to conform with
the provisions of this Agreement.
5. Should any dispute arise with respect to the disposition of any sum
held by the Escrow Agent pursuant to the terms hereof, the Escrow Agent shall
have no liability to any party hereto for retaining all or any portion of such
sum until such dispute shall have been settled by either a mutual written
agreement between the parties or a final order, decree or judgement by a court
of competent jurisdiction. In the event there shall be any action or legal
proceeding arising out of this Agreement, Escrow Agent shall be entitled, at any
time in its sole discretion, to deliver the monies held by it hereunder, or any
portion thereof, into court, and upon so doing, it shall be relieved of any
further responsibility or liability as to said court, and upon so doing, it
shall be relieved of any further responsibility or liability as to said monies
and as an Escrow Agent under this Agreement. In no event shall the Escrow Agent
be under any duty whatsoever to institute, defend or actively participate in any
such proceeding.
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6. Xxxxxxxxx and CCC each agree to indemnify the Escrow Agent and to hold
it harmless from and against any and all losses, claims, damages, liabilities
and expenses (including, but not limited to, costs of investigation,
disbursements and attorney's fees) which may be imposed upon or incurred by the
Escrow Agent pursuant to this Agreement or in the performance of its duties
hereunder, or in connection with any mediation, arbitration, or litigation
arising from this Agreement or involving the subject matter hereof, except if
arising from the bad faith or gross negligence of the Escrow Agent.
7. In consideration of Escrow Agent's performance of its duties hereunder,
Escrow Agent shall receive the following fee: 0.15% per annum of the first
$1,000,000 held in escrow, and 0.10% per annum for sums in excess of $1,000,000
held in escrow. The minimum fee shall be $1,000. Each of Xxxxxxxxx and CCC
agrees to pay one half (1/2) of the Escrow Agent's fee.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set next to each party's name below.
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Witness Date Xxxxxxx X. Xxxxxxxxx
Continental Choice Care, Inc.
----------------------- ---------------- By:------------------------
Witness Date --------------,Its------
Maine Bank & Trust Company
[SIGNATURE ILLEGIBLE]^^ 5/12/99 By:/s/ Xxxxxx X. Xxxxxxx
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Witness Date Xxxxxx X Xxxxxxx,
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Its Vice President
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STATE OF MAINE
CUMBERLAND, SS May ______, 1999
Personally appeared the above-named Xxxxxxx X. Xxxxxxxxx, and acknowledged
the above instrument to be his/her/its/their free act and deed. Before me.
_______________________________
Notary Public/Attorney at Law
My Commission Expires: ________
STATE OF MAINE
CUMBERLAND, SS: May ______, 1999
Then personally appeared the above-named _____________, in his/her capacity
as _______________ of Continental Choice Care, Inc. and acknowledged the
foregoing to be his/her free act and deed, and the free act and deed of said
Continental Choice Care, Inc. Before me.
______________________________
Notary Public
My Commission Expires:________
STATE OF MAINE
CUMBERLAND, SS: May 12 , 1999
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Then personally appeared the above-named Xxxxxx X Xxxxxxx, in his capacity
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as Vice President of Maine Bank & Trust Company and acknowledged the foregoing
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to be his free act and deed, and the free act and deed of said Maine Bank &
Trust Company. Before me.
/s/ Xxxxxxxx X. Xxxxxxx
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Notary Public
My Commission Expires: 7/6/2005
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