RELEASE AND TERMINATION
THIS RELEASE AND TERMINATION ("Release") is
made and entered into as of May 15, 1997 by and among
First Union National Bank of Georgia, a national banking
association (the "Escrow Agent"), Communications Central
Inc., a Georgia corporation (the "Company"), and PhoneTel
Technologies, Inc., an Ohio corporation ("Parent").
WHEREAS, the parties hereto are parties to an
Escrow Agreement dated as of March 14, 1997 (the "Escrow
Agreement");
WHEREAS, the Company and Parent desire to
direct the Escrow Agent to release the Escrow Amount to
the Company and to remit earnings and interest thereon to
Parent; and
WHEREAS, the parties hereto further desire to
terminate the Escrow Agreement and the Company and Parent
desire to release the Escrow Agent from any further
obligations or responsibilities thereunder.
NOW, THEREFORE, in consideration of the
premises and intending to be legally bound hereby, the
parties hereto agree as follows:
Section 1. Defined Terms. Capitalized terms
used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Escrow Agreement.
Section 2. Disbursement of Funds. The Company
and PhoneTel hereby authorize and direct the Escrow Agent
(i) to release the Escrow Amount after deduction of the
Escrow Agent's fee (as contemplated by Section 6 of the
Escrow Agreement) to the Company and (b) to remit to
Parent all earnings and interest (adjusted for any
increase or decrease in the principal value of any
investment or any capital gain or loss, as the case may
be) on the Escrow Amount.
Section 3. Release of Escrow Agent. Effective
immediately upon disbursement of funds as contemplated by
Section 2 hereof, the Company and Parent hereby (i)
discharge the Escrow Agent from its duties under the
Escrow Agreement and (ii) subject to such disbursement,
release the Escrow Agent from any loss or claim
whatsoever (including attorneys' fees) in conjunction
with the performance of its duties under the Escrow
Agreement. The Company and Parent acknowledge and agree
that Section 7(b) of the Escrow Agreement shall survive
the termination of such agreement by execution of this
Release.
Section 4. Termination. Upon the final
distribution of funds contemplated by Section 2 hereof,
but subject to Section 3 hereof, the Escrow Agreement
shall be terminated.
Section 5. Counterparts. This Release may be
executed in two or more counterparts, each of which shall
be deemed an original, but all of which shall together
constitute one and the same instrument.
Section 6. Governing Law. This Release shall
be construed in accordance with and governed by the
internal laws of the State of Georgia without giving
effect to the principles of conflicts of law thereof.
Section 7. Benefit. This Release shall be
binding upon and inure to the benefit of the parties
hereto and the successors and assigns of each of them.
IN WITNESS WHEREOF, the parties hereto have
affixed their signatures to this Release upon the date
first set forth above.
FIRST UNION NATIONAL BANK
OF GEORGIA
By: /s/ R. Xxxxxxx Xxxxxx
Title: Vice President
COMMUNICATIONS CENTRAL INC.
By: /s/ Xxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
PHONETEL TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxx
Title: Chief Executive
Officer
