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EXHIBIT 1.2
ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of October ___, 1996, by and among
Amerihost Properties, Inc., a Delaware corporation (the "Company"), Xxxxxxxxxxx
& Co., Inc. (the "Placement Agent") and The Chase Manhattan Bank, a New York
State chartered bank duly formed and existing under the laws of the United
States of America (the "Escrow Agent").
WHEREAS, the Company proposes to sell to certain investors
(the "Investors") an aggregate of 1,150,000 shares of Common Stock, $0.005 par
value (the "Shares"), at a purchase price of $____ per share and as otherwise
described in the Company's Registration Statement on Form S-2 (which, together
with all amendments or supplements thereto is referred to herein as the
"Registration Statement");
WHEREAS, the offering of the Shares will terminate on February
__, 1997 (the "Termination Date") and, if acceptable orders for all of the
Shares have not been received by the Company on or before the Termination Date,
no Shares will be sold and all payments made by Investors will be refunded by
the Escrow Agent with interest earned thereon, if any; and
WHEREAS, with respect to all funds received in connection with
the offering of the Shares, the Company and the Placement Agent propose to
establish an escrow account with the Escrow Agent at its office at 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
NOW, THEREFORE, it is agreed as follows:
1. Establishment of Escrow. The Escrow Agent hereby
agrees to the establishment of an escrow account and to receive and disburse
the proceeds deposited in such account from the offering of the Shares and any
interest earned thereon in accordance herewith.
2. Deposit of Escrowed Property. All funds to be
delivered in payment for the Shares (the "Escrowed Property") shall be wired
to, or deposited with, the Escrow Agent on or prior to the Closing Date (as
hereinafter defined). Any checks delivered to the Escrow Agent pursuant to the
terms hereof shall be made payable to or endorsed to the order of "Chase
Manhattan Bank-Escrow Agent." The Escrow Agent upon receipt of such checks
shall present such checks for payment to the drawee-bank under such checks.
The Escrow Agent shall not be required to accept any amounts representing
payments for the Shares, whether by check or by wire transfer, except during
the Escrow Agent's regular banking hours. Any checks not honored by the
drawee-bank thereunder after the first presentment for payment shall be
returned to the Placement Agent in the same manner notices are delivered
pursuant to Section 6. Upon receipt of funds, the Escrow Agent shall credit
such funds to a non-interest-bearing account (the "Escrow Account") held by the
Escrow Agent. If following the credit of the amount of any check to the Escrow
Account such check is dishonored, the Escrow Agent, if such dishonored check
amount shall have been invested pursuant to Section 3, shall liquidate to the
extent of such dishonored check amount such investments and debit the Escrow
Account for the amount of such
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dishonored check plus, if any, the amount of interest and other income earned
with respect to any investment of such dishonored check amount.
3. Investment of Escrowed Property. The Escrow Agent on
the second business day ("business day" defined for purposes of this Escrow
Agreement as any day which is not a Saturday, a Sunday or a day on which banks
or trust companies in the City and State of New York are authorized or
obligated by law, regulation or executive order to remain closed) succeeding
(unless such deposit is made in federal or other immediately available or "same
day" funds, in which case, on the business day next succeeding) the credit of
any proceeds to the Escrow Account pursuant to Section 2 and until release of
such proceeds in accordance with the terms hereof, shall deposit such proceeds
in a Chase Manhattan Bank Mutual Fund known as the Vista Funds, pursuant to
Rule 15c2-4 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. The Escrow Agent shall in no
event be liable for any loss resulting from any change in interest rates
applicable to proceeds invested pursuant to this Section. Interest on proceeds
invested pursuant to this Section shall accrue from the date of investment of
such proceeds until the termination of such investment pursuant to the terms
hereof and shall be paid as set forth in Section 5.
4. List of Depositors. Simultaneously with the deposit
into the Escrow Account of amounts in payment for the Shares, the Placement
Agent shall inform the Escrow Agent, in writing, of the name, address, and
taxpayer Identification Number of the person credited for depositing such
amounts (a "Depositor") and the number of Shares and the aggregate dollar
amount relating to such deposited amounts (collectively, the "Investment
Information"). The Escrow Agent shall not be required to accept for deposit
into the Escrow Account checks which are not accompanied by the appropriate
Investment Information required in connection with such payment. A wire
transfer representing payment shall not be deemed deposited in the Escrow
Account until the Escrow Agent has received, in writing, the Investment
Information required in connection with such payment. Each check received from
a Depositor shall be deposited by the Placement Agent into the Escrow Account
by noon of the business day next following receipt by the Placement Agent of
such check, together with all appropriate Investment Information relating to
each such check. The Placement Agent shall immediately provide the applicable
Investment Information upon notice of a wire transfer from an Investor to the
Escrow Agent. The Escrow Agent understands that, for the administrative
convenience of the Placement Agent, the Placement Agent may designate itself as
a Depositor for some or all of the deposited funds.
5. Withdrawal of Deposited Amounts.
(a) If the Escrow Agent shall receive a joint
notice, substantially in the form of Exhibit A hereto (the "Offering
Termination Notice"), from the Company and the Placement Agent, the Escrow
Agent shall (i) promptly after receipt of such Offering Termination Notice and
the clearance of all checks received by the Escrow Agent as Escrowed Property,
liquidate any investments that shall have been made pursuant to Section 3 and
send to each Depositor on the list established by the Escrow Agent from the
Investment Information provided pursuant to Section 4 whose total deposited
amount shall not have been released pursuant to paragraph (b) or (c) of this
Section 5, in the manner set forth in paragraph (e) of this Section 5,
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a check to the order of such Depositor in the amount of the remaining deposited
amount held by the Escrow Agent as set forth on such list held by the Escrow
Agent, and (ii) promptly after the fourth business day of the month immediately
following the month in which the investments made pursuant to Section 3 were
terminated pursuant to this paragraph, or as soon as possible prior to, send,
in the manner set forth in paragraph (e) of this Section 5, a check to the
order of each such Depositor in the amount of interest and other income earned
and not yet paid with respect to any investment of such Depositor's funds. The
Escrow Agent shall notify the Company and the Placement Agent of the
distribution of such funds to the Depositors.
(b) In the event that (i) funds in respect of all
of the Shares shall have been deposited with the Escrow Agent on or before the
Termination Date and (ii) no Offering Termination Notice shall have been
delivered to the Escrow Agent, the Company and the Placement Agent shall
deliver to the Escrow Agent a joint notice, substantially in the form of
Exhibit B hereto (the "Closing Notice"), designating the date on which the
Shares are to be sold and delivered to the Depositors (the "Closing Date"),
which date shall not be earlier than the clearance of any checks received by
the Escrow Agent as Escrowed Property, the proceeds of which are to be
distributed on the Closing Date, and identifying the Depositors and the number
of Shares to be sold to each thereof on the Closing Date. The Closing Notice
shall be received by the Escrow Agent not less than one (1) nor more than seven
(7) business days prior to the Closing Date. The Escrow Agent, after receipt
of such Closing Notice and the clearance of such checks:
(i) on or prior to the Closing Date
shall liquidate any investments that shall have been made
pursuant to Section 3 to the extent of the deposited amount to
be distributed pursuant to the immediately succeeding clause
(ii);
(ii) on the Closing Date, shall pay to
the Company and the Placement Agent, in federal or other
immediately available funds and otherwise in the manner
specified in the Closing Notice, an amount equal to the
aggregate of the amounts paid by the Depositors identified in
the Closing Notice for the Shares to be sold on the Closing
Date; and
(iii) promptly after the fourth business
day of the month immediately following the month in which the
investments made pursuant to Section 3 were terminated
pursuant to the Closing Notice, shall send, in the manner set
forth in paragraph (e) of this Section 5, a check to the order
of each Depositor identified in the Closing Notice in the
amount of interest and other income earned and not yet paid
with respect to any investment of each such Depositor's funds
distributed on the Closing Date. At the time of such
transfer, the Escrow Agent shall identify in writing to the
Company and the Placement Agent the amount of the interest
earned for the account of each Depositor and the date such
order was received.
(c) If at any time and from time to time prior to
the release of any Depositor's total deposited amount pursuant to paragraph
(a) or (b) of this Section 5 from
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escrow, the Company or the Placement Agent shall deliver to the Escrow Agent a
notice, substantially in the form of Exhibit C hereto (a "Order Termination
Notice"), to the effect that any or all of the orders of such Depositor
(including, without limitation, in the case of the Placement Agent being the
Depositor) have been rejected by the Company (a "Rejected Order"), the Escrow
Agent (i) promptly after receipt of such Order Termination Notice and, if such
Depositor delivered a check in payment of its Rejected Order, after the
clearance of such check, shall liquidate, to the extent of the sum of such
Depositor's Rejected Order amount as set forth in the Order Termination Notice,
any investments that shall have been made pursuant to Section 3 and send to
such Depositor, in the manner set forth in paragraph (e) of this Section 5, a
check to the order of such Depositor in the amount of such Rejected Order
amount, and (ii) promptly after the fourth business day of the month
immediately following the month in which the investments made pursuant to
Section 3 were terminated pursuant to this paragraph, or as soon as possible
prior to, shall send to such Depositor, in the manner set forth in paragraph
(e) of this Section 5, a check to the order of such Depositor in the amount of
interest and other income earned and not yet paid with respect to any
investment of such Depositor's Rejected Order amount. At the time of such
transfer, the Escrow Agent shall identify in writing to the Company and the
Placement Agent the amount of the interest earned for the account of each
Depositor and the date such order was received.
(d) As soon as practicable following the transfer
of any interest earned for the account of each Depositor pursuant to Section
5(a), (b) or (c), but not later than January 31, 1997, the Escrow Agent shall
provide each Depositor with tax form 1099 setting forth the amount of such
interest.
(e) For the purposes of this Section 5, any check
that the Escrow Agent shall be required to send to any Depositor shall be sent
to such Depositor by first class mail, postage prepaid, at such Depositor's
address furnished to the Escrow Agent pursuant to Section 4.
(f) In the event funds transfer instructions are
given (other than in writing at the time of execution of the Escrow Agreement)
whether in writing, by telecopier or otherwise, the Escrow Agent is authorized
to seek confirmation of such instructions by telephone call-back to the person
or persons designated on Exhibit D hereto and the Escrow Agent may rely upon
the confirmations of anyone purporting to be the person or persons so
designated. The persons and telephone numbers for call-backs may be changed
only in writing actually received and acknowledged by the Escrow Agent. The
parties to this Escrow Agreement acknowledge that such security procedure is
commercially reasonable.
(g) It is understood that in any funds transfer
the Escrow Agent and the beneficiary's bank may rely solely upon any account
numbers or similar identifying numbers provided by either of the parties hereto
to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an
intermediary bank. The Escrow Agent may apply any of the Escrowed Property for
any payment order it executes using any such identifying number, even where
such number's use may result in a person other than the beneficiary being paid,
or the transfer of funds to a bank other than the beneficiary's bank or the
intermediary bank intended to be designated.
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6. Notices. Any notice or other communication required
or permitted to be given hereunder shall be in writing and shall be (a)
delivered by hand, (b) sent by facsimile transmission or (c) sent by mail,
registered or certified, with proper postage prepaid, and addressed as follows:
if to the Company, to:
Amerihost Properties, Inc.
0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
with a copy to:
XxXxxxxxx, Will & Xxxxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
if to the Placement Agent, to:
Xxxxxxxxxxx & Co., Inc.
One World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxxxx, Esq.
Facsimile: (000) 000-0000
if to the Escrow Agent, to:
The Chase Manhattan Bank
Escrow Administration
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Escrow Administration
Facsimile: (000) 000-0000
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or to such other address or telecopier number as the person to whom notice is
to be given may have previously furnished to the others in the above-referenced
manner. All such notices and communications delivered by hand or by facsimile
shall be effective upon delivery or transmission, and if mailed, shall be
effective when deposited in the mails, except that notices and communications
to the Escrow Agent and notices of changes of address shall not be effective
until received.
7. Rights, Duties and Responsibilities of Escrow Agent.
It is understood and agreed that the duties of the Escrow Agent are purely
ministerial in nature and that:
(a) The Escrow Agent shall not be responsible for
or be required to enforce any of the terms or conditions of the Placement
Agency Agreement, dated the date hereof between the Company and the Placement
Agent, or any other agreement between the Placement Agent and the Company, nor
shall the Escrow Agent be responsible for the performance by the Placement
Agent or the Company of their respective obligations under this Escrow
Agreement.
(b) The Escrow Agent shall not be required to
accept from the Placement Agent any Investment Information pertaining to
Depositors unless such Investment Information is accompanied by checks or wire
transfers representing the payment of money. In addition, if there is any
discrepancy between the amount set forth in any Investment Information and the
amount delivered to the Escrow Agent therewith, such amount need not be
accepted by the Escrow Agent for deposit in the Escrow Account until such
discrepancy has been resolved.
(c) The Escrow Agent shall be under no duty or
responsibility to enforce collection of any check delivered to it hereunder.
The Escrow Agent shall return to the Placement Agent any check received which
is dishonored, together with the Investment Information, if any, which
accompanied such check.
(d) The Escrow Agent shall be entitled to rely
upon the accuracy of, act in reliance upon the contents of, and assume the
genuineness of, any notice, instruction, certificate, signature, instrument, or
other document which is given to the Escrow Agent without verifying the truth
or accuracy thereof. The Escrow Agent shall not be obligated to make any
inquiry as to the authority, capacity, existence or identity of any person
purporting to give any such notice or instructions, or as to the execution of
any such certificate, instrument or other document.
(e) If the Escrow Agent shall be uncertain as to
its duties or rights hereunder or shall receive instructions with respect to
the Escrow Account or the Escrowed Property which it, in its sole judgment,
deems in conflict either with other instructions received by it or with any
provision of this Escrow Agreement, it shall be entitled to hold the Escrowed
Property, or a portion thereof, in the Escrow Account pending the resolution of
such uncertainty to the Escrow Agent's sole satisfaction, by final judgment of
a court or courts of competent jurisdiction or otherwise, or the Escrow Agent,
at its sole option, may deposit the Escrowed
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Property (and any other amounts that thereafter become a part of the Escrowed
Property) with the clerk of a court of competent jurisdiction in a proceeding
to which all parties in interest are joined. Upon the deposit by the Escrow
Agent of the Escrowed Property with the clerk of any court, the Escrow Agent
shall be relieved of all further obligations and released from all liability
hereunder.
(f) The Escrow Agent shall not be liable for any
action taken or omitted hereunder, or for the misconduct of any employee,
agent, or attorney appointed by it, except in the case of willful misconduct or
gross negligence. The Escrow Agent shall be entitled to consult with the
counsel of its own choosing and shall not be liable for any action taken,
suffered, or omitted by it in accordance with the advice of such counsel.
(g) The Escrow Agent shall have no responsibility
at any time to ascertain whether any security interest exists in the Escrowed
Property or any part thereof, or to file any financing statement under the
Uniform Commercial Code with respect to the Escrowed Property or any part
thereof.
8. Amendment and Resignation. This Escrow Agreement may
be altered or amended only with the written consent of the Company, the
Placement Agent and the Escrow Agent. The Escrow Agent may resign for any
reason upon five (5) business days' written notice to the Company and the
Placement Agent. If the Escrow Agent resigns as herein provided, following
such resignation it shall not be required to accept any deposit, make any
disbursement, or otherwise dispose of the Escrowed Property; provided, however,
it shall be required to hold the Escrowed Property for a period of not more
than five (5) business days following the effective date of such resignation,
at which time (a) if a successor escrow agent has been appointed and written
notice thereof (including the name and address of such successor escrow agent)
signed by the Company, the Placement Agent, and such successor escrow agent,
has been given to the resigning Escrow Agent by the Company, the Placement
Agent, and such successor escrow agent, then the resigning Escrow Agent shall
pay over to the successor escrow agent the Escrowed Property, less any portion
thereof previously paid out in accordance with this Escrow Agreement or (b) if
the resigning Escrow Agent shall not have received written notice signed by the
Company, the Placement Agent, and a successor escrow agent, then the resigning
Escrow Agent shall promptly refund the Escrowed Property to each Depositor,
without deduction therefrom, and the resigning Escrow Agent shall notify the
Company and the Placement Agent, in writing, of its liquidation and
distribution of the Escrowed Property. In either case, the Escrow Agent shall
be relieved of all further obligations and released from all liability under
this Escrow Agreement.
9. Representations and Warranties. The Company and the
Placement Agent hereby jointly and severally represent and warrant to the
Escrow Agent that:
(a) No party, other than the parties hereto and
the Depositors, has or shall have any lien, claim, or security interest in the
Escrowed Property or any part thereof.
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(b) No financing statement under the Uniform
Commercial Code is on file in any jurisdiction claiming a security interest in
or describing (whether specifically or generally) the Escrowed Property or any
part thereof.
(c) The Investment Information submitted with
each deposit, at the time of submission and at the time of the disbursement of
the Escrowed Property, shall be deemed a representation and warranty that such
deposit represents a bona fide sale to the Depositor described therein of the
amount of Shares set forth in such Investment Information.
10. Fees and Expenses. The Escrow Agent shall be
entitled to a non-refundable fee of $5,000, payable upon the execution of this
Escrow Agreement. In addition, the Company agrees to reimburse the Escrow
Agent for any reasonable expenses incurred in connection with this Escrow
Agreement, including, but not limited to, reasonable counsel fees for counsel
of its own choosing.
11. Indemnification and Contribution.
(a) The Company and the Placement Agent
(collectively, the "Indemnitors") jointly and severally agree to indemnify the
Escrow Agent and its officers, directors, employees, agents and shareholders
(jointly and severally, the "Indemnitees") against, and hold them harmless of
and from, any and all losses, liabilities, costs, damages, and expenses,
including, but not limited to, reasonable counsel fees for counsel of its own
choosing, which the Indemnitees may suffer or incur by reason of any action,
claim, or proceeding brought against the Indemnitees, and which arise out of or
relate to the Escrow Agreement or any transactions to which this Escrow
Agreement relates, unless such action, claim or proceeding is the result of the
willful misconduct or gross negligence of the Indemnitees. Anything in this
Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow
Agent be liable for special, indirect and consequential loss or damages of any
kind whatsoever (including but not limited to lost profits), even if the Escrow
Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action.
(b) If the indemnification provided for in this
Section 11 is applicable but is held to be unavailable, the Indemnitors shall
contribute such amounts as are just and equitable to pay or to reimburse the
Indemnitees for the aggregate of any and all losses, liabilities, costs,
damages, and expenses, including counsel fees, actually incurred by the
Indemnities as a result of or in connection with any amount paid in settlement
of any action, claim, or proceeding arising out of or relating in any way to
any actions or omissions of the Indemnitors.
(c) The provisions of this Section 11 shall
survive any termination of this Escrow Agreement, whether by disbursement of
the Escrowed Property, resignation of the Escrow Agent, or otherwise.
12. Governing Law and Assignments. This Escrow Agreement
shall be construed in accordance with and governed by the laws of the State of
New York, and shall be binding upon the parties and their respective successors
and assigns; provided, however, any
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assignment or transfer by any party of its rights under this Escrow Agreement
or with respect to the Escrowed Property shall be void as against the Escrow
Agent unless (i) written notice thereof shall be given to the Escrow Agent, and
(ii) the Escrow Agent has consented in writing to such assignment or transfer.
13. Execution in Several Counterparts. This Agreement
may be executed in several counterparts or by separate instruments and all of
such counterparts and instruments shall constitute one agreement which is
binding on all of the parties hereto.
14. Entire Agreement. This Escrow Agreement constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings (written
or oral) of the parties in connection herewith.
IN WITNESS WHEREOF, the undersigned have executed this Escrow
Agreement as of the day and year first above written.
THE CHASE MANHATTAN BANK
By:
_____________________________
Name:
Title:
AMERIHOST PROPERTIES, INC.
By:
_____________________________
Name:
Title:
XXXXXXXXXXX & CO., INC.
By:
_____________________________
Name:
Title:
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EXHIBIT A
[Form of Offering Termination Notice]
______________, 199_
The Chase Manhattan Bank
Escrow Administration
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: _________________________
Senior Trust Officer
Dear :
Pursuant to Section 5(a) of the Escrow Agreement dated as of
_______________, 1996 (the "Escrow Agreement") among Amerihost Properties,
Inc., a Delaware corporation (the "Company), Xxxxxxxxxxx & Co., Inc. (the
"Placement Agent") and you, the Company and the Placement Agent hereby notify
you of the termination of the offering of the Shares (as that term is defined
in the Escrow Agreement) and directs you to make payments, as provided for in
Section 5(a) of the Escrow Agreement, to all persons who deposited funds in the
Escrow Account (as that term is defined in the Escrow Agreement).
Very truly yours,
AMERIHOST PROPERTIES, INC.
By:
_________________________________
Name:
Title:
XXXXXXXXXXX & CO., INC.
By:
_________________________________
Name:
Title:
A-1
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EXHIBIT B
[Form of Closing Notice]
_____________, 199_
The Chase Manhattan Bank
Escrow Administration
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: _________________________
Senior Trust Officer
Ladies and Gentlemen:
Pursuant to Section 5(b) of the Escrow Agreement dated as of
____________, 1996, (the "Escrow Agreement") among Amerihost Properties, Inc.,
a Delaware corporation (the "Company"), Xxxxxxxxxxx & Co., Inc. (the "Placement
Agent") and you, the Company and the Placement Agent hereby certify that they
have received orders for the Shares (as that term is defined in the Escrow
Agreement) and the Company will sell and deliver the Shares to the purchasers
thereof at a closing to be held on ___________, 1996 (the "Closing Date"). The
names of the purchasers concerned, the number of Shares ordered by each of such
purchasers and the related purchase amounts are set forth on Schedule I annexed
hereto.
Please accept these instructions as standing instructions for
the closing to be held on the Closing Date. The parties hereto certify that
they do not wish to have a call-back regarding these instructions.
We hereby request that the aggregate amounts paid by
Depositors for the Shares be paid as follows:
1. To the Amerihost Properties, Inc., $_________; and
2. To Xxxxxxxxxxx & Co., Inc., $__________;
B-1
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These instructions may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.
AMERIHOST PROPERTIES, INC.
By:
____________________________
Name:
Title:
XXXXXXXXXXX & CO., INC.
By:
____________________________
Name:
Title:
B-2
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SCHEDULE I
Name of Number of Purchase
Purchaser Shares Amount
--------- --------- --------
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EXHIBIT C
[Form of Order Termination Notice]
____________, 199_
The Chase Manhattan Bank
Escrow Administration
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: _________________________
Senior Trust Officer
Dear :
Pursuant to Section 5(a) of the Escrow Agreement dated as of
_______________, 1996 (the "Escrow Agreement") among Amerihost Properties,
Inc., a Delaware corporation (the "Company"), Xxxxxxxxxxx & Co., Inc. (the
"Placement Agent") and you, notice is hereby given that the following order(s)
have been rejected:
Name of Amount of Dollar Amount
Purchaser Shares Rejected of Rejected Order
--------- --------------- -----------------
Very truly yours,
[Signature of Amerihost or Xxxxxxxxxxx
to be added as appropriate]
C-1
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EXHIBIT D
Telephone Number(s) for Call-Backs and
Person(s) Designated to Confirm Funds Transfer Instructions
If to Company:
Name Telephone Number
---- ----------------
1.
2.
3.
If to Placement Agent:
Name Telephone Number
---- ----------------
1.
2.
3.
Telephone call-backs shall be made to Company and Placement Agent if joint
instructions are required pursuant to the Escrow Agreement.
D-1
