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EXHIBIT 2(E)
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
the 15th day of March, 1999, by and among CROWN CASTLE INTERNATIONAL CORP., a
Delaware corporation ("CCIC"), CCP INC., a Delaware corporation ("Buyer"),
POWERTEL ATLANTA TOWERS, LLC, POWERTEL BIRMINGHAM TOWERS, LLC, POWERTEL
JACKSONVILLE, LLC, POWERTEL KENTUCKY TOWERS, LLC, and POWERTEL MEMPHIS TOWERS,
LLC, each a Delaware limited liability company (collectively the "Sellers" and
each a "Seller"), POWERTEL, INC., a Delaware corporation ("Powertel"), and
SUNTRUST BANK, Atlanta, a Georgia banking corporation, as escrow agent ("Escrow
Agent").
WHEREAS, CCIC, Buyer, Powertel and Sellers have entered into an Asset
Purchase Agreement dated March 15, 1999 (the "Purchase Agreement") pursuant to
which Powertel and Sellers have agreed to sell, and CCIC and Buyer have agreed
to purchase, subject to the terms of the Purchase Agreement, certain tower
structures, interests in real property related thereto, and related assets,
property rights, liabilities and obligations owned or held by Powertel and
Sellers (the "Transaction");
WHEREAS, Sections 3.1(c) and 4.2(a) of the Purchase Agreement provide
for the escrow of certain funds to protect Powertel and Sellers with respect to
the willingness or ability of CCIC and Buyer to consummate the Transaction; and
WHEREAS, CCIC, Buyer, Powertel and Sellers desire to appoint the Escrow
Agent as escrow agent for the purpose of receiving, holding, investing and
distributing the Escrow Deposit (as defined below), and the Escrow Agent is
willing to act as escrow agent subject to and in accordance with the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the purchase and sale of assets
contemplated by the Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. DEFINED TERMS. As used herein, all defined terms not otherwise
defined herein have the meanings ascribed to them in the Purchase Agreement.
2. APPOINTMENT AND AGREEMENT OF ESCROW AGENT. Each of CCIC,
Buyer, Powertel and Sellers hereby appoints the Escrow Agent to serve as, and
the Escrow Agent hereby agrees to act as, escrow agent upon the terms and
conditions of this Agreement.
3. DEPOSIT OF FUNDS. CCIC and Buyer represent and warrant that
pursuant to the Purchase Agreement they have deposited with the Escrow Agent, on
the date hereof, the sum of Fifty Million and 00/100 Dollars ($50,000,000.00) in
immediately available funds pursuant to Section 3.1(c) of the Purchase
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Agreement. Pursuant to Section 4.2(a) of the Purchase Agreement, CCIC and Buyer
may deposit with the Escrow Agent the additional sum of Two Hundred Twenty-Five
Million and 00/100 Dollars ($225,000,000) (the $50,000,000 being deposited on
the date hereof, together with all additional amounts deposited by CCIC and
Buyer, are referred to as the "Principal"). Each of CCIC and Buyer confirms to
the Escrow Agent and to Powertel and Sellers that the Principal is and will be,
when deposited, free and clear of all encumbrances, except as may be created by
this Agreement and the Purchase Agreement.
4. PURPOSE OF ESCROW. The Principal and any accrued interest
thereon (collectively the "Escrow Deposit") shall be held by the Escrow Agent
for the purposes contemplated by the Purchase Agreement, including to protect
Powertel and Sellers with respect to the willingness or ability of CCIC and
Buyer to consummate the Transaction contemplated by the Purchase Agreement and
to deliver the Purchase Price pursuant to the Purchase Agreement.
5. INVESTMENT OF FUNDS. So long as the Principal, or any portion
thereof, shall continue to be held by the Escrow Agent, the Escrow Agent shall
hold the Principal in an account, invested, at the written direction of CCIC
(or, if no such written instruction is given, at the Escrow Agent's discretion),
in: (a) direct obligations of the United States of America or any agency thereof
or obligations fully and unconditionally guaranteed by the United States of
America or any agency thereof, in each case maturing not more than 30 days after
the date of acquisition, (b) time deposit accounts, certificates of deposit or
money market deposits maturing within 30 days of the date of acquisition thereof
issued by a bank or trust company (including the Escrow Agent) which is
organized under the laws of the United States of America or any state thereof
and which bank or trust company has capital surplus and undivided profits
aggregating in excess of $500 million and has outstanding debt which is rated
"A" (or similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act of 1933) or any money-market fund sponsored by a registered
broker dealer or mutual fund distributor (including the Escrow Agent); (c)
commercial paper, maturing not more than 30 days after the date of acquisition,
issued by a corporation (other than an affiliate of CCIC) organized and in
existence under the laws of the United States of America or any state thereof
with a rating at the time as of which any investment therein is made of "P-1" or
higher according to Xxxxx'x Investors Service, Inc. or "A-1" or higher according
to Standard & Poor's Ratings Group; or (d) other investments consented to by
Powertel and CCIC in writing; provided, in each case that no such investment
shall have a maturity after June 4, 1999. The Escrow Agent shall have the power
to sell or liquidate any of the foregoing investments and withdraw funds from
the Escrow Deposit in each case only in order to make such disbursements as
authorized herein. The Escrow Agent shall not invest the proceeds except as
provided in this Section 5. The Escrow Agent shall not have any liability for
any loss suffered as a result of any investment made as provided above, any
liquidation of any such investment prior to its maturity, or the failure of CCIC
to give the Escrow Agent any written instruction to invest or reinvest the
Principal or any interest or income thereon.
6. RELEASE OF FUNDS.
(a) UPON CLOSING. Powertel shall provide the Escrow Agent
with at least three days prior written notice of the date of the proposed
closing of the Transaction (the
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"Closing"). Such notice shall set forth the time, place, Purchase Price
Difference (as defined below) and date of the Closing. The Escrow Agent shall
cause a certified check or a wire transfer for the Purchase Price Difference
drawn on the Escrow Deposit, to be paid to the order of Powertel, Inc., or such
other party or parties which Powertel may designate, and to be delivered and
paid to Powertel at the Closing, if the Closing actually occurs. For purposes of
this Agreement, "Purchase Price Difference" shall mean, subject to Section 6(d)
of this Agreement: (i) $50,000,000, if no additional funds have been delivered
to the Escrow Agent pursuant to Section 6(b) of this Agreement; or (ii) if
additional funds have been delivered to the Escrow Agent pursuant to Section
6(b), $275,000,000; provided, however, that if the Purchase Price has been
reduced pursuant to the Purchase Agreement, Powertel and CCIC shall provide the
Escrow Agent with a joint notice of such reduction prior to Closing, and the
amount to be distributed to Powertel or its designees by the Escrow Agent at
Closing pursuant to this Section 6(a) shall be equal to such reduced Purchase
Price set forth in such joint notice. The remainder of the Escrow Deposit shall
be paid to the order of Crown Castle International Corp., or such other party or
parties which CCIC may designate, at the Closing.
(b) UPON FAILURE OF CCIC AND BUYER TO PROCURE ADEQUATE
FINANCING. In the event Powertel provides CCIC with a Rejection of a Financing
Assurance pursuant to Section 4.2(a) of the Purchase Agreement, Powertel shall
simultaneously deliver written notice of such Rejection to the Escrow Agent,
which notice shall include a copy of such Rejection and a certification to the
Escrow Agent of the date upon which the Rejection is being received by CCIC (the
"Rejection Delivery Date"). CCIC shall be allowed ten days from the Rejection
Delivery Date to deliver an additional $225,000,000 to the Escrow Agent to be
held in escrow pursuant to this Agreement. If such amount is not received by
Escrow Agent within such ten day period, and Powertel elects to terminate the
Purchase Agreement pursuant to Section 4.2(a) of the Purchase Agreement,
Powertel shall provide written notice of such termination, including the date of
such termination (the "Termination Date"), to the Escrow Agent, and the Escrow
Agent shall, as soon as practicable, distribute to Powertel:
(i) $10,000,000, if the Termination Date is on
or prior to May 15, 1999;
(ii) $25,000,000, if the Termination Date is
after May 15, 1999 but before June 4, 1999;
and
(iii) $50,000,000, if the Termination Date is on
or after June 4, 1999.
The remainder of the Escrow Deposit, including any earned interest, shall be
paid to the order of Crown Castle International Corp., or such other party or
parties which CCIC may designate in writing to the Escrow Agent.
(c) UPON FAILURE OF CCIC AND BUYER TO CLOSE TRANSACTION.
If at the proposed Closing under the Purchase Agreement, Powertel and Sellers
have fulfilled all of their obligations under the Purchase Agreement in all
material respects and have not defaulted or breached their obligations
thereunder, and CCIC and Buyer are unable or unwilling to acquire the
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Assets upon the terms set forth in the Purchase Agreement, including, without
limitation, to make the deliveries set forth in Section 7.3 of the Purchase
Agreement or to deliver the Purchase Price pursuant to the terms of the Purchase
Agreement, and if Powertel has not requested that any funds be distributed by
the Escrow Agent pursuant to Section 6(b) above, Powertel shall provide written
notice of such fact to the Escrow Agent, with a simultaneous copy to CCIC and
Buyer, and the Escrow Agent shall promptly distribute $50,000,000 of the Escrow
Deposit to Powertel. The remainder of the Escrow Deposit shall be paid to the
order of Crown Castle International Corp., or such other party or parties which
CCIC may designate.
(d) UPON FAILURE OF POWERTEL AND SELLERS TO CLOSE
TRANSACTION. If at the Closing, Powertel and Sellers fail to close the
transactions contemplated by the Purchase Agreement, or otherwise default in or
breach its or their obligations thereunder, and CCIC and Buyer have fulfilled
all of their obligations and conditions precedent to Closing in all material
respects and have not defaulted or breached their obligations thereunder and are
willing and able to acquire the Assets upon the terms set forth in the Purchase
Agreement, including, without limitation, to make the deliveries set forth in
Section 7.3 of the Purchase Agreement and to deliver the Purchase Price pursuant
to the terms of the Purchase Agreement, CCIC shall provide written notice of
such fact to the Escrow Agent (with a simultaneous copy to Powertel and
Sellers), and the Escrow Agent shall promptly distribute the Escrow Deposit to
CCIC.
(e) DISTRIBUTION OF LESSER AMOUNT. If this Agreement
requires the distribution of a specific amount and, at the time such
distribution is to be made, the Escrow Deposit is less than such specific
amount, the Escrow Agent shall distribute the entire Escrow Deposit in lieu of
such specific amount.
(f) UPON TERMINATION OF PURCHASE AGREEMENT. If either
party elects to terminate the Purchase Agreement in accordance with its terms,
except for a termination pursuant to Section 4.2(a) of the Purchase Agreement
and Section 6.2(b) of this Agreement, the parties shall provide written notice
of such fact to the Escrow Agent, and the Escrow Agent shall promptly pay to
CCIC all amounts held by it hereunder.
7. NOTICES. All notices, instructions and other communications
provided for herein shall be in writing and shall be deemed validly given, made
or served, on the date of delivery in the case of personal delivery, forty-eight
(48) hours after deposit (taking into account only business days) with the U.S.
Postal Services if sent by certified mail, return receipt requested, or upon
facsimile confirmation of receipt on a business day addressed as follows:
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if to CCIC or Buyer: Tax ID#: 00-0000000
Crown Castle International Corp.
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
and General Counsel
Phone No.: (000) 000-0000
Fax No: (000) 000-0000
with required copies
(which shall not constitute notice) to:
Xxxxxxxxx & Xxxxxxx
0000 Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
if to Powertel or Sellers: Tax ID#: 00-0000000
Powertel, Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxx and Xxxx X. Xxxxxx, Esq.
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
with required copies
(which shall not constitute notice) to:
Xxxxxx Xxxxxxx Xxxxx & Scarborough, L.L.P.
000 Xxxxxxxxx Xxxxxx, N.E., Suite 0000
Xxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxx IV, Esq.
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
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if to Escrow Agent:
SunTrust Bank, Atlanta
Corporate Trust Division
0000 Xxxxxxxx Xxxx
Xxxx. 00, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
or to such other addresses as the parties may designate to each other
party in accordance with this Section 7.
8. FEES. All compensation payable to the Escrow Agent for holding
the Escrow Deposit in escrow, investing the Principal, disbursing the Escrow
Deposit and acting as Escrow Agent hereunder shall be paid by CCIC and Buyer in
accordance with the Compensation Schedule attached hereto as Schedule A. The
first annual fee payment of $5,000 shall be paid by CCIC and the Buyer to the
Escrow Agent on the date hereof. Escrow Agent shall send all requests for
payment at the address for CCIC and Buyer set forth in Section 7 hereof.
9. DUTIES OF ESCROW AGENT. The Escrow Agent's duties and
responsibilities shall be limited to those expressly set forth in this
Agreement, and the Escrow Agent shall not be subject to, nor obliged to
recognize, any other agreement between, or direction or instruction of, any or
all of the parties hereto even though reference thereto may be made herein;
provided, however, with the Escrow Agent's written consent, this Agreement may
be amended at any time or times by an instrument in writing signed by all of the
then parties hereto, including the Escrow Agent. The duties and obligations of
the Escrow Agent hereunder shall be determined solely by the express provisions
of this Agreement, and no implied duties or obligations shall be read into this
Agreement against the Escrow Agent. The Escrow Agent shall be under no
obligation to refer to the Purchase Agreement or any other documents between or
among the parties related in any way to this Agreement. The Escrow Agent shall
have no duty as to the collection or protection of the Escrow Deposit, nor as to
the preservation of any rights pertaining thereto, beyond the safe custody of
any such property actually in its possession.
10. LIMITATION ON LIABILITY. The Escrow Agent shall not be liable
to anyone by reason of any error of judgment, or for any act done or step taken
or omitted by it in good faith, or for any mistake of fact or law, or for
anything which it may do or refrain from doing in connection herewith, unless
caused by or arising out of its own gross negligence or willful misconduct. The
Escrow Agent hereby executes this Agreement in and only in its capacity as
Escrow Agent and not in any other capacity whatsoever.
11. RELIANCE. The Escrow Agent shall be entitled to rely and shall
be protected in acting in reliance upon any writing furnished to it by any party
hereto in accordance with the terms hereof, and shall be entitled to treat as
genuine, and as the document it purports to be, any
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letter, paper or other document furnished to it by any party and believed by the
Escrow Agent in good faith to be genuine and to have been signed by the proper
party. The Escrow Agent may consult with counsel with respect to any question
relating to its duties or responsibilities hereunder and shall not be liable for
any action taken or omitted in good faith on advice of such counsel.
12. CONFLICTING CLAIMS. In the event of any disagreement between
the parties hereto resulting in conflicting claims and demands being made in
connection with or against the Escrow Deposit, the Escrow Agent shall be
entitled, at its option, to refuse to comply with the claims or demands of any
party until such disagreement is finally resolved in the manner provided below,
but shall continue to comply with the other terms and conditions of this
Agreement, and in so doing the Escrow Agent shall not be or become liable to any
party. If, prior to the termination of this Agreement, CCIC or Powertel have
given notice of any claims by either party against the Escrow Deposit, the
Escrow Agent shall retain Principal in the amount equal to the aggregate of all
such claims (collectively, the "Retained Portion"). The Escrow Agent shall
retain the Retained Portion together with any interest or income thereon, in
escrow, and the term of this Agreement shall be extended with respect thereto
until the earlier of: (i) five business days following the delivery to the
Escrow Agent of written instructions signed by CCIC and Powertel directing the
Escrow Agent as to whom all or any part of the Retained Portion and any and all
interest or income thereon is to be distributed; or (ii) ten business days after
a copy of an arbitrator's final decision with respect to any claims has been
delivered to the Escrow Agent to the extent said arbitrator's final decision
contains instructions as to when to disburse all or part of the Retained Portion
together with interest or income thereon; provided, however, the Escrow Agent
shall have notified CCIC and Powertel and provided them with copies of said
arbitrator's final decision at least four business days before the Escrow Agent
proposes to release all or any part of the Retained Portion pursuant to the
arbitrator's final decision.
13. ATTACHMENT, GARNISHMENT, ETC. If all or any part of the Escrow
Deposit is at any time attached, garnished or levied upon, or in case the
payment, assignment, transfer, conveyance or delivery of all or any part of the
Escrow Deposit shall be stayed or enjoined by any court order, or in case any
order or judgment shall be made or entered by any court affecting all or any
part of the Escrow Deposit, then in any of such events, the Escrow Agent is
authorized, in its sole discretion, to rely upon and comply with any such order,
writ, judgment or decree, which it believes in good faith is binding upon it,
and if it complies with any such order, writ, judgment or decree, it shall not
be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, even though such order, writ, judgment
or decree may be subsequently reversed, modified, annulled, set aside or
vacated.
14. TAXES. To the extent that the Escrow Agent becomes responsible
for the payment of taxes, including withholding taxes, in respect of income
derived from the investment of funds held hereunder or any payment made
hereunder, the Escrow Agent may pay such taxes. The Escrow Agent may withhold
from any payment of monies held by it hereunder such amount, as directed by
CCIC, Buyer, Powertel and Sellers in writing, to be sufficient to provide for
the payment of such taxes not yet paid, and may use the sum withheld for that
purpose. The Escrow Agent shall be indemnified by CCIC and held harmless against
any liability for taxes and for any penalties or interest in respect of taxes on
such investment income or payments recognized or
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reportable by CCIC or Buyer relating to the Escrow Deposit in the manner
provided in Section 15. Each of CCIC, Buyer, Powertel and Sellers shall furnish
to Escrow Agent such information as may be reasonably requested by the Escrow
Agent so that the Escrow Agent may prepare and file with the Internal Revenue
Service any required tax reports.
15. INDEMNIFICATION. Powertel, Sellers, CCIC and Buyer shall
reimburse and jointly and severally indemnify the Escrow Agent, its employees,
directors, officers and agents for, and hold each harmless against, any loss,
liability or expense, including, without limitation, reasonable attorneys' fees,
incurred without gross negligence or willful misconduct on the part of the
Escrow Agent arising out of, or in connection with the acceptance of, or the
performance of, its duties and obligations under this Agreement. Promptly after
the receipt by the Escrow Agent of notice of any demand or claim or the
commencement of any action, suit or proceeding, the Escrow Agent shall notify
the other parties hereto in writing. For the purposes hereof, the term "expense
or loss" shall include all amounts paid or payable to satisfy any claim, demand
or liability, or in settlement of any claim, demand, action, suit or proceeding
settled with the express written consent of the indemnifying party, and all
reasonable costs and expenses, including, but not limited to, counsel fees and
disbursements paid or incurred in investigating or defending against any such
claim, demand, action, suit or proceeding. The Escrow Agent shall have no right
of setoff under this Agreement or otherwise against amounts in the Escrow
Deposit.
16. RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent may
at any time resign by written notice of such resignation to CCIC and Powertel,
in which event Powertel and CCIC shall designate a successor escrow agent within
thirty (30) days following the receipt by Powertel and CCIC of such notice. CCIC
and Powertel shall have the right at any time by mutual written agreement to
remove the Escrow Agent and appoint a successor. If the Escrow Agent shall
resign or be removed, a successor escrow agent, which shall be a bank or trust
company having assets in excess of $2 billion, shall be appointed by CCIC and
Powertel by written instrument executed by CCIC and Powertel and delivered to
the Escrow Agent and to such successor escrow agent 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 right, title and interest to all cash and property
held hereunder of such predecessor Escrow Agent, and such predecessor Escrow
Agent shall, on the written request of CCIC, Powertel or the successor escrow
agent, execute and deliver to such successor escrow agent all the right, title
and interest hereunder in and to the Escrow Deposit of such predecessor Escrow
Agent and all other rights hereunder of such predecessor Escrow Agent. If no
successor escrow agent shall have been appointed within 30 business days of a
notice of resignation by the Escrow Agent, the Escrow Agent shall be entitled to
apply to a court of competent jurisdiction for the appointment of a successor
and to tender into the registry or custody of any court of competent
jurisdiction any part or all of the Escrow Deposit. Upon its resignation and
delivery of the Escrow Deposit as set forth above, the Escrow Agent shall be
discharged from any and all further obligations arising in connection with the
escrow contemplated by this Agreement. The Escrow Agent shall be entitled to its
compensation earned prior to any removal or resignation.
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17. TERMINATION. This Agreement shall terminate on the date on
which there is no property remaining in the Escrow Deposit; provided that the
rights of the Escrow Agent under paragraphs 10 and 15 hereunder and the other
parties hereto under paragraph 6 hereunder shall survive the termination hereof
and the resignation or removal of the Escrow Agent; provided further that
nothing herein shall relieve any party other than the Escrow Agent from
liability for any breach of this Agreement.
18. FURTHER ASSURANCES. From time to time on and after the date
hereof, the other parties hereto shall deliver or cause to be delivered to the
Escrow Agent such further documents and instruments and shall do and cause to be
done such further acts as the Escrow Agent shall reasonably request (it being
understood that the Escrow Agent shall have no obligation to make any such
request) to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.
19. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Georgia without regard to the principles of conflicts of laws. All
actions and proceedings arising out of or relating to this Agreement shall be
heard and determined in any Georgia state or federal court sitting in Xxxxxx
County, Atlanta, Georgia, and the parties hereto irrevocably submit to the
jurisdiction of such courts and waive any defense of an inconvenient forum to
the maintenance of any such action or proceeding.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same agreement.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day, month and year first above written.
CCIC:
CROWN CASTLE INTERNATIONAL CORP.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
---------------------------------------
Title: Executive Vice President
--------------------------------------
BUYER:
CCP INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
---------------------------------------
Title: Executive Vice President
--------------------------------------
SELLERS:
POWERTEL ATLANTA TOWERS, LLC
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
---------------------------------------
Title: Vice President, General Counsel &
--------------------------------------
Asst. Secretary
--------------------------------------
POWERTEL BIRMINGHAM TOWERS, LLC
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
---------------------------------------
Title: Vice President, General Counsel &
--------------------------------------
Asst. Secretary
--------------------------------------
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POWERTEL JACKSONVILLE TOWERS, LLC
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
---------------------------------------
Title: Vice President, General Counsel &
--------------------------------------
Asst. Secretary
--------------------------------------
POWERTEL KENTUCKY TOWERS, LLC
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
---------------------------------------
Title: Vice President, General Counsel &
--------------------------------------
Asst. Secretary
--------------------------------------
POWERTEL MEMPHIS TOWERS, LLC
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
---------------------------------------
Title: Vice President, General Counsel &
--------------------------------------
Asst. Secretary
--------------------------------------
POWERTEL:
POWERTEL, INC.
By: /s/ Xxxx X. Xxxxx, Xx.
-----------------------------------------
Name: Xxxx X. Xxxxx, Xx.
---------------------------------------
Title: Executive Vice President &
--------------------------------------
Chief Financial Officer
--------------------------------------
ESCROW AGENT:
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
---------------------------------------
Title: Trust Officer
--------------------------------------
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SCHEDULE A TO
ESCROW AGREEMENT
The annual fee of $5,000.00 for administering this Escrow Agreement is
payable in advance at the time of execution of the Escrow Agreement and, if
applicable, will be invoiced each year to the appropriate party on the
anniversary date of the execution of the Escrow Agreement.
Out of pocket expenses such as, but not limited to, postage, courier,
overnight mail, insurance, money wire transfer, long distance telephone charges,
facsimile, stationery, travel, legal or accounting, etc., will be billed at
cost.
These fees do not include extraordinary services which will be priced
according to time and scope of duties. The fees shall be deemed earned in full
upon receipt by the Escrow Agent, and no portion shall be refundable for any
reason, including without limitation, termination of the Escrow Agreement.
It is acknowledged that the schedule of fees shown above are acceptable
for the services mutually agreed upon and the parties to the Escrow Agreement
authorize SunTrust Bank, Atlanta to perform services upon the terms set forth in
the Escrow Agreement.
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