EXHIBIT 99.3
MEDIQ INCORPORATED,
MEDIQ INVESTMENT SERVICES, INC.
and
FIRST FIDELITY BANK, N.A. PENNSYLVANIA,
as Escrow Agent
ESCROW AGREEMENT
July 30, 1993
7 1/2% Exchangeable Subordinated Debentures Due 2003
Escrow Agent and its successors as such, the Company, MIS and the Escrow Agent
hereby agree as follows:
SECTION 1. Deposit.
The Company, simultaneously with the execution and delivery of this
Agreement, is delivering to the Escrow Agent, irrevocably except as provided in
Section 7 hereof, to be held by the Escrow Agent hereunder certificates,
registered in the name of the Escrow Agent or its agent or nominee, representing
2,254,902 shares of NutraMax Common Stock. The Company and MIS represent and
warrant that MIS has good and lawful title to such shares, that such shares are
fully paid and non-assessable, and that such shares are delivered free and clear
of any liens, claims, charges and encumbrances. The Escrow Agent hereby
acknowledges receipt of such certificates for 2,254,902 shares of NutraMax
Common Shares and further acknowledges that it holds and will hold the NutraMax
Common Stock and the proceeds thereof pursuant to and in accordance with the
terms hereof and of the Indenture.
The Company and the Escrow Agent recognize that the holders of the
Debentures have an interest in the powers conferred on the Escrow Agent under
this Agreement, and, except as provided in Section 8 hereof, such powers may not
be revoked, amended or modified without the consent of the holders of at least a
majority in principal amount of the Debentures at the time outstanding; provided
that no revocation, amendment or modification shall affect adversely the right
to exchange any Debentures for NutraMax Common Shares and other Escrowed
Property (as defined below) at the then effective Exchange Rate and upon the
terms set forth in Article Eleven of the Indebenture or reduce the aforesaid
percentage of Debenture the holders of which are required to consent to any
revocation, amendment or modification, without the consent of all the holders of
all Debentures then outstanding.
The shares of NutraMax Common Stock received by the Escrow Agent and
retained for the benefit of the holders of the Debentures, together with such
other securities, cash and other property as may be held by the Company for
delivery to the Escrow Agent or delivered to the Escrow Agent in accordance with
the Agreement and the Indenture, are herein sometimes referred to as the
"Escrowed Property."
SECTION 2. Covenant by Escrow Agent.
The Escrow Agent covenants and agrees to hold the Escrowed Property
received by it pursuant to this Agreement for the purposes and upon the terms
and conditions set forth in the Indenture and this Agreement.
SECTION 3. Notification of Adjustment of Exchange Rate;
Exchange of Debentures.
The Company will notify the Escrow Agent in writing forthwith upon any
adjustment of the Exchange Rate, and will, upon request, notify the Escrow Agent
in writing of the Market Price (as defined in the Indenture) of the NutraMax
Common Stock (or per unit Market Price of any other securities or property which
is part of the Escrowed Property) as of any relevant date for the purpose of
computing cash adjustments in respect of fractional interests. The Escrow Agent
shall be under no duty or responsibility with respect to any such notice except
to exhibit such notice from time to time to any holder of Debentures requesting
inspection thereof.
Upon surrender to the Escrow Agent of any Debenture (or a principal
portion thereof which is an integral multiple of $1,000) for exchange in
accordance with the terms thereof and of the Indenture, the Escrow Agent shall
promptly (i) cause to be delivered, to or on the written order of the person for
whose account such Debenture (or portion thereof) was to surrender for
exchange, a certificate or certificates representing the number of shares of
NutraMax Common Stock (or such other securities, property or cash as shall be
added to such shares of NutraMax Common Stock or as such Nutramax Common Stock
shall have been changed into as provided in Article 11 of the Indenture)
deliverable upon the exchange of any such Debenture (or portion thereof), the
property (other than securities or cash), if any, apportioned thereto, a check
for any cash apportioned thereto and for any fractional interest in NutraMax
Common Stock or other securities or property), (ii) deliver to the Trustee the
Debenture so exchanged marked cancelled, and (iii) if only a portion of said
Debenture is exchanged, obtain from the Trustee and deliver to or on the order
of the person for whose account the Debenture was surrendered for exchange a new
Debenture or Debentures for the principal amount thereof not exchanged; provided
that if the Company elects to make a cash payment in lieu of exchange of
NutraMax, Common Stock pursuant to Section 11.14 of the Indenture and if
immediately available funds are simultaneously deposited with the Escrow Agent
by the Company, the Escrow Agent shall pay to the holder of the Debentures so
surrendered an amount in cash equal to the value of the NutraMax Common Stock
for which such Debentures are exchangeable (based on the Market Price was
defined in the Indenture) on the date of receipt by the Escrow Agent of the
notice of exchange delivered by the holder of Debentures pursuant to Section
11.02 of the Indenture) and as set forth in Section 12 hereof, the Escrow Agent
shall deliver to the Company such shares of NutraMax Common Stock which
otherwise would have been delivered upon exchange to the holder.
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In any case in which Section 11.04 of the Indenture shall require that
an adjustment of the Exchange Rate be made immediately following a record date,
the Escrow Agent may defer delivering to the holder of any Debenture surrendered
for exchange after such record date the additional securities and other property
deliverable upon such exchange: as a result of such adjustment until such
additional securities and other property have been delivered to the Escrow
Agent; and, in lieu of the additional securities and other property the delivery
of which is so deferred, the Escrow Agent shall deliver to such holder due bills
or other appropriate evidence (determined in the sole discretion of the Escrow
Agent) of the right to receive such additional securities and other property.
SECTION 4. Division of Certificates; Payment of Taxes, Fees
and Charges, and Cash Adjustments; Payment of
Fractional Interest.
The Company shall make, execute and deliver or cause to be made,
executed and delivered any and all such instruments end assurances, and take all
such further action, as may be reasonably necessary or proper to carry out the
intention of or to facilitate the performance of the terms of this Agreement or
to secure the rights and remedies hereunder of the holders of the Debentures.
The Company shall pay (i) any and all documentary, stamp, transfer or similar
taxes that may be payable in respect of the deposit of the shares of NutraMax
Common Stock and the transfer or delivery of the Escrowed Property to holders of
Debentures upon exchange thereof; (ii) any income or other taxes incurred by the
Escrow Agent in its capacity as such for any reason (except for payment or
accrual of its own fees); (iii) all out-of-pocket fees or charges of the Escrow
Agent in connection with or arising out of the Agreement, the Indenture or any
exchange of Debentures in accordance with the terms hereof and thereof; (iv) all
cash adjustments in respect of fractions of shares of NutraMax Common Stock or
other fractional units of property or other securities which the holders of
Debentures may be entitled to receive upon exchange thereof (after giving effect
to moneys received by the Escrow Agent from the sale of Escrowed Property for
the purpose of paying for such fractional interests); and (v) cash in an amount
equal to any losses on investments made pursuant to Section 6 of this Agreement
to the extent necessary to maintain on deposit with the Escrow Agent funds equal
from time to time to the aggregate amount of cash apportioned to all NutraMax
Common Stock at each such time deliverable upon exchange of all Debentures then
outstanding. Notwithstanding the foregoing, the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
delivery, upon an exchange of Debentures, of Escrowed Property in a name other
than that in which the Debentures so exchanged were registered, and no such
transfer or delivery shall be made unless and until the person requesting
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such transfer has paid to the Company or the Escrow Agent the amount of any such
tax or has established, to the satisfaction of the Company, that such tax has
been paid.
The Escrow Agent shall be authorized to, and, at the Company's
direction, shall, sell any shares of NutraMax Common Stock or other securities
or property which are part of the Escrowed Property held by it in order to
obtain the funds necessary, or anticipated by it to be necessary, for payment of
fractional interests with respect to Debentures delivered to it for exchange;
provided that after any such sale, the number of shares of NutraMax Common Stock
and any such other securities or property remaining on deposit with the Escrow
Agent shall be sufficient to allow the exchange of all the then outstanding
Debentures for shares of NutraMax Common Stock and other Escrowed Property on
the basis of the then applicable Exchange Rate. If a sale of shares of NutraMax
Common Stock to make cash payments for fractional shares is not permitted or if
the funds obtained from such a sale are insufficient, then the Company shall
furnish additional moneys to permit such payment in accordance with Section
11.03 of the Indenture.
SECTION 5. Voting of Escrowed Property.
The Company shall have the full and unqualified right and power to
exercise any rights to vote, or to give consents to take any other action in
respect of, its shares of the NutraMax Common Stock or other securities which
are part of the Escrowed Property, and the Escrow Agent shall have no duty to
exercise any rights.
The Escrow Agent or its nominee shall from time to time deliver, or
cause to be delivered, to the Company in a timely fashion such proxies as may be
necessary or appropriate to permit the Company to vote on each matter submitted
to the holders of shares of NutraMax Common Stock of other securities which are
part of the Escrowed Property.
SECTION 6. Investment of Cash.
All cash received and retained by the Escrow Agent under Section 11.05
of the Indenture and Section 13 hereof shall be invested at the direction of the
Company in a money market account of a domestic commercial bank, which may
include the Trustee, having capital and surplus in exccess of $250 million or in
securities issued or guaranteed by the United States of America or any agency or
instrumentality thereof, provided that such obligations shall mature by their
terms within 12 months following their purchase. The Company will be entitled to
receive upon request any net income or gain on such investments, and the Company
shall deposit with the Escrow Agent, as additional Escrowed Property, the amount
of any losses realized
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in respect of such investments. The Escrow Agent shall not be responsible for
any losses realized with respect to any investment made in accordance with a
direction of the Company.
SECTION 7. Distribution of Escrowed Property to Company.
The Escrow Agent shall cause any Escrowed Property which the Company is
entitled to receive under Section 11.05 of the Indenture to be delivered to the
Company.
SECTION 8. Amendment or Modification of Agreement.
The Company and the Escrow Agent may by mutual accord cure any ambiguity
or correct or supplement any provision contained herein which may be
inconsistent with any other provision contained herein or with any provision of
the Indenture. Otherwise, except with respect to an amendment which is for one
or more of the following purposes:
(1) to evidence the succession of another corporation to the Company and
the assumption by any such successor of the covenants of the Company herein
contained;
(2) to add to the covenants of the Company, for the benefit of the
holders of the Debentures, or to surrender any right or power herein conferred
upon the Company;
(3) to comply with the requirements of Section 11.10 of the Indenture;
or
(4) to make any other provisions with respect to matters or questions
arising under this Agreement or the Indenture so long as such action shall not
adversely affect the interest of the holders of the Debentures and provided that
the Escrow Agent receives from the Company an Officers' Certificate (as defined
in the Indenture) and an opinion of counsel, addressed to Escrow Agent, to the
effect that such action will not adversely affect the interest of the holders of
the Debentures;
This Agreement may not be amended or modified at any time without the written
consent of the Escrow Agent, the written consent of the Company and the consent
of the holders of not less than a majority of the outstanding aggregate
principal amount of the Debentures. No amendment or modification shall adversely
affect the right to exchange any Debentures for shares of NutraMax Common Stock
and other Escrowed Property at the Exchange Rate and upon the terms set forth in
Article 11 of the Indenture or reduce the aforesaid percentage of Debentures the
holders of which are required to consent to any amendment or modification,
without the consent of all the holders of all Debentures then outstanding.
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SECTION 9. Duties and Obligations of Escrow Agent.
(a) The Escrow Agent shall not at any time be under any duty or
responsibility to any holder of Debentures to determine whether any facts exist
which may require any adjustments of the Exchange Rate, or with respect the
nature or extent of any such adjustment when made, or with respect to the method
employed in making such adjustment; and the Escrow Agent may conclusively rely
as to all such matters upon the notice furnished by the Company or upon the
absence of such notice. The Escrow Agent shall not be accountable with respect
to the validity or value (or the kind or amount) of any shares, of NutraMax
Common Stock, or of any other securities or other property, which may at any
time be issued or delivered upon the exchange of any Debenture; and the Escrow
Agent makes no representation with respect thereto. The Escrow Agent shall not
be responsible for any failure of the Company to comply with any of its
covenants contained in this Agreement or in the Indenture.
(b) The Escrow Agent, either directly or through its nominee, shall be
under no duty or obligation to enforce, through the institution of legal
proceedings or otherwise, any of its rights as the record owner (either directly
or through its nominee) of the shares of NutraMax Common Stock or any other
Escrowed Property either to secure possession of any cash or other securities or
other property or otherwise to assert any rights or claims in the interest of
any holder of Debentures, nor shall it be required to make independent inquiry
as to as to any matter but can conclusively rely upon such written notice
pertaining to the shares of NutraMax Common Stock or other securities or other
property as it shall receive from the Company, the Trustee or from the issuer of
any, of the securities held by it hereunder; provided that if the Escrow Agent
shall be furnished with indemnity, in manner and form satisfactory to it,
against losses or expenses which may be sustained or incurred by it in taking
such action, the Escrow Agent shall take such action as may be specifically
directed in writing by the Company, but the Escrow Agent shall have the right to
decline to follow any such direction if it shall be advised by counsel that the
actions so directed may not be lawfully taken or if the Escrow Agent shall in
good faith determine that such action so directed would be prejudicial to the
holders of Debentures.
(c) The Escrow Agent shall be obligated to perform only such duties as
are herein specifically set forth and shall have no duty or obligation to
inquire into than terms or conditions of any other document. The Escrow Agent
shall not be liable for any action taken, omitted or suffered by it in good
faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement, and may conclusively rely and shall
be protected in acting or refraining from acting in reliance upon advice of
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counsel (which need not constitute an Opinion of Counsel, as defined in the
Indenture) or upon any certificate, request or other document believed by it to
be genuine and to have been signed or presented by the proper party or parties;
provided that the Escrow Agent shall not make any payment or deliver any
Escrowed Property to the Company until delivery to the Escrow Agent of an
Officers' Certificate as to compliance with the conditions precedent provided
for in Section 11.05(h) of the Indenture. The Escrow Agent shall not be required
to take any action hereunder which, in the opinion of its counsel, will be
contrary to law.
In the event the Escrow Agent is instructed by the Company to sell any
securities (including any shares of Nutramax Common Stock) that constitute
Escrowed Property, the Escrow Agent shall be entitled to an opinion of counsel
(which counsel is satisfactory to the Escrow Agent), to the effect that the
proposed sale of securities will not violate any applicable United States
federal or state securities laws.
SECTION 10. Sales and Tenders of Escrowed Property.
In the event that Article 11 of the Indenture permit the Company to
direct the Escrow Agent to sell or tender any Escrowed Property, the Escrow
Agent shall sell or tender such Escrowed Property in such manner as shall be set
forth in written instructions concerning any such sale or tender which are given
by the Company by means of an Officers' Certificate and shall remit the proceeds
thereof as provided in such officers, Certificate. Such Officers' Certificate
shall demonstrate to the reasonable satisfaction of the Escrow Agent that such
sale or tender and such disposition of proceeds is permitted under the
Indenture.
SECTION 11. Release or Sale of Excess Escrowed Property.
To the extent Debentures are repurchased pursuant to Section 3.07 of the
Indenture or redeemed pursuant to paragraph 5 of the Debentures, the Company
shall be entitled, out of the Escrowed Property held by the Escrow Agent, to
receive in a timely fashion such number of shares of NutraMax Common Stock and
kind and amount of other Escrowed Property which otherwise would have been
deliverable upon exchange to the holder of the repurchased or redeemed
Debenture.
SECTION 12. Cash Equivalent.
In lieu of delivering certificates representing shares of NutraMax
Common Stock upon surrender of any Debenture for exchange in accordance with the
terms thereof and of the Indenture, the Escrow Agent shall, if so directed by
the Company within five Business Days following the receipt by the Escrow
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Agent and the Company of the holder's notice of exchange, pay to the holder in
cash an amount equal to the Market Price (as defined in the Indenture) of the
NutraMax Common Stock for which such Debenture is exchangeable, determined as of
the date of receipt by the Escrow Agent of the notice of exchange relating to
such Debenture plus any cash or other property which the holder of such
Debenture shall be entitled to receive in accordance with the terms of the
Indenture. Simultaneously with directing the Escrow Agent to make any such cash
payment, the Company shall deposit with the Escrow Agent the cash so payable.
After depositing the cash payable upon exchange of the Debentures, the Company
shall be entitled, out of the Escrowed Property held by the Escrow Agent, to
receive in a timely fashion such number of shares of NutraMax Common Stock which
otherwise would have been delivered upon exchange to the holder.
SECTION 13. Interest Payments, Cash Dividends, Other
Distributions and Subscription Rights.
Promptly upon its receipt thereof, the Escrow Agent shall deliver to the
Company all interest payments on any debt securities held for exchange by the
Escrow Agent which are issued in exchange for NutraMax Common Stock pursuant to
any merger or consolidation of NutraMax or in connection with the sale of all or
substantially all of the assets of NutraMax and cash dividends received with
respect to any shares of NutraMax Common Stock held by the Escrow Agent, to the
extent that the Company is entitled to receive such dividends pursuant to the
terms of the Indenture, in accordance with the terms of the Indenture.
To the extent the Company receives any distribution of cash, securities
or other property or if subscription rights, options, warrants or similar rights
are granted to the Company (with respect to any securities or property held by
the Escrow Agent) which, pursuant to the Indenture, are to be delivered (or sold
and the proceeds delivered) on exchange of Debentures, the Company shall, except
as expressly provided in the preceding paragraph, as soon as reasonably
practicable after its receipt thereof, deliver such securities, other property,
cash and rights to the Escrow Agent.
On instructions of the Company, the Escrow Agent shall sell such rights,
options, warrants, securities or other property received by it for cash, which
cash proceeds, net of any tax payable by the Company, shall then be held for
delivery on exchange of Debentures.
SECTION 14. Consolidation, Merger, etc., of the
Company and MIS.
(a) The Company and MIS hereby covenant and agree that, upon any
consolidation or merger, or any sale, assignment
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transfer, lease, conveyance or other disposition of all or substantially all of
its properties or assets other than a consolidation or merger in which the
Company or MIS is the continuing corporation, the rights and obligations of the
Company and MIS under this Agreement shall be expressly assumed, by a
supplemental agreement reasonably satisfactory in form to the Escrow Agent,
executed and delivered to the Escrow Agent, by the Person (as defined in the
Indenture) formed by such consolidation, or with or into which the Company or
MIS shall have merged or to which the assets of the Company or MIS shall have
been sold, assigned, transferred, leased, conveyed or otherwise disposed.
(b) In the case of any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the Company's or MIS's properties or assets referred to in subsection (a)
hereof, and upon the execution and deliver to the Escrow Agent of the
supplemental agreement referred to therein by the successor or acquiring Person,
such successor or acquiring Person shall succeed to the rights and obligations
of and be substituted for the Company or MIS under this Agreement, with the same
effect as if such Person had been named herein as that Company or MIS, and in
the event of any such sale, assignment, transfer, lease, conveyance or other
disposition, the Company or MIS shall be discharged from all obligations and
covenants under this Agreement.
SECTION 15. Reliance on Information Supplied.
The Escrow Agent may conclusively rely on the contents of any Officers'
Certificate furnished hereunder and, in delivering any such certificate, the
Company may rely on information furnished to the Company by the Escrow Agent as
to the quantity and identity of NutraMax Common Stock and other Escrowed
Property delivered to holders of Debentures upon exchange thereof. The Escrow
Agent will furnish on request to the Company such information as to the Escrow
Agent's holdings and as to Escrowed Property delivered to holders of Debentures
upon exchange thereof.
SECTION 16. Expenses and Indemnification of the Escrow Agent.
The Company covenants and agrees to pay to the Escrow Agent
from time to time, and the Escrow Agent shall be entitled to, compensation, as
mutually agreed by the Company and the Escrow Agent, and the Company will pay or
reimburse the Escrow Agent upon its request for all out-of-pocket expenses,
disbursements and advances incurred or made by the Escrow Agent in accordance
with any of the provisions of this Agreement (including the out-of-pocket
compensation and the expenses and disbursements of its counsel and of all
persons not regularly in
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its employ) except any such expense, disbursement or advance as may arise from
its gross negligence or misconduct. The Trustee and the holders of the
Debentures shall not be liable for any expenses or compensation of the Escrow
Agent and no charge shall be made for such expenses or compensation against the
Escrowed Property.
The Company and MIS hereby agree, jointly and severally, to indemnify
the Escrow Agent, its, officers, employees and agents and hold it and them
harmless from any and all claims, liabilities, losses, actions, suits, or
proceedings at law or in equity, which it or they may incur or with which it or
they may be threatened by reason of its acting under this Agreement, except in
the case of the Escrow Agent's own willful misconduct or gross negligence; and
in connection therewith to indemnify the Escrow Agent, its officers, employees
and agents against any and all expenses, including attorneys' fees and expenses
and the cost of defending any action, suit or proceeding or resisting any claim.
SECTION 17. Resignation or Removal of the Escrow Agent.
(a) The Escrow Agent may at any time resign by giving 60 days' written
notice of resignation to the Company and the Trustee. The Company may at any
time remove the Escrow Agent by giving like written notice of removal to the
Escrow Agent and the Trustee. The holders of a majority in principal amount of
the Debentures at the time outstanding may at any time remove the Escrow Agent.
If the Escrow Agent shall resign or be removed, a successor Escrow Agent, which
in each case shall be a bank or trust company having surplus and capital of at
least $50,000,000, shall be appointed by the Company by written instrument
executed and delivered to the Escrow Agent and to such successor Escrow Agent, a
copy of which shall be delivered by the Company to the Trustee.
(b) Any resignation or removal of the Escrow Agent and any appointment
of a successor Escrow Agent pursuant to any of the provisions of this Agreement
shall become effective upon acceptance of appointment by the successor as
provided in Section 18 hereof.
SECTION 18. Acceptance by Successor Escrow Agent.
Any successor Escrow Agent appointed as provided in Section 17 of this
Agreement shall execute, acknowledge and offer to the Company and to its
predecessor Escrow Agent an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Escrow Agent shall
become effective and such successor Escrow Agent, without any further act, deed
or conveyance, shall become vested with all the right, title and interest to all
property held hereunder, and all
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other rights, powers, duties and obligations hereunder, of such predecessor
Escrow Agent; but nevertheless such predecessor Escrow Agent shall forthwith
deliver to such successor Escrow Agent physical possession of the certificates
evidencing the NutraMax Common Stock and of all other Escrowed Property, and
such predecessor Escrow Agent shall, on the written request of the Company or
such successor Escrow Agent and upon payment of any amounts then due it pursuant
to the provisions of Section 16 hereof, execute and deliver to such successor
Escrow Agent an instrument transferring to such successor Escrow Agent all
right, title and interest hereunder in and to the NutraMax Common Stock and the
other Escrowed Property, and all other rights and powers hereunder, of such
predecessor Escrow Agent.
SECTION 19. Succession by Consolidation, Merger, etc.
Any Person into which the Escrow Agent may be merged converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Escrow Agent shall be a party, or any
Person succeeding to the business of the Escrow Agent, shall be the successor of
the Escrow Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation shall be eligible under Section 17 hereof.
SECTION 20. Termination of Agreement.
This Agreement shall terminate when the rights of all holders of
Debentures under the Indenture to surrender Debentures for exchange pursuant to
Article 11 of the Indenture shall have expired or been terminated and when all
other obligations of the Company shall have been satisfied under this Agreement,
which termination or expiration and satisfaction shall be evidenced by an
officer's Certificate of the Company to that effect. Upon termination of this
Agreement pursuant to this Section 20, any NutraMax Common Stock and any other
Escrowed Property remaining in the hands of the Escrow Agent hereunder which are
not required for the exchange of Debentures previously duly surrendered and duly
accepted for the exchange shall be delivered by the Escrow Agent to the Company.
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SECTION 21. Notices.
Any notice or communication shall be sufficiently given if in writing
and delivered in person or mailed by first-class mail, postage prepaid,
addressed as follows:
If to the Company:
MEDIQ Incorporated
Xxx XXXXX Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: President,
with a copy to the legal department
If to the Escrow Agent:
First Fidelity Bank, N.A., Pennsylvania
000 X. Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Corporate Trust Administration
The Company or the Escrow Agent by notice to the other may designate
additional or different addresses for subsequent notices or communications.
Any notice or communication mailed to a holder of Debentures shall be
mailed by first-class mail, postage prepaid, to such holder at such holder's
address as it appears on the registration books of the registrar for the
Debentures and shall be sufficiently given to such holder if so mailed within
the time prescribed.
Failure to mail any notice or communication to a holder of Debentures or
any defect in it shall not affect its sufficiency with respect to other holders
of Debentures. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.
SECTION 22. Benefits of Agreement.
Nothing in this Agreement or the Debentures, expressed or implied, shall
give or be construed to give any person, firm or corporation, other than the
parties hereto, the holders of Debentures as such and the Trustee as such
holders' representative, any legal or equitable right, remedy or claim under any
covenant, condition or provision herein contained, all the covenants, conditions
and provisions contained in this Agreement being for the sole benefit of the
parties hereto, the
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holders of the Debentures as such and the Trustee as such holders'
representative.
SECTION 23. Headings.
The headings contained in this Agreement are for convenience of
reference only and shall have no effect on the interpretation or operation of
this Agreement.
SECTION 24. Choice of Laws.
This Agreement and the legal relations between the parties hereto shall
be governed by and construed in accordance with the laws of the State of New
Jersey, without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective corporate seals to be affixed hereto by duly
authorized officers as of this day and year first above written.
MEDIQ INCORPORATED
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
MEDIQ INVESTMENT SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
FIRST FIDELITY BANK, N.A.
PENNSYLVANIA,
as Escrow Agent
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
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