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EXHIBIT 10.21
FORM OF
ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of _____ __, 1997, by and among
Nashville Country Club, Inc., a Tennessee corporation (the "Company"), Xxxxxxxx
Xxxxxx Refsnes, Inc. (the "Placement Agent") and Citibank, N.A., a national
banking institution incorporated under the laws of the United States of America
(the "Escrow Agent").
WHEREAS, the Company proposes to sell an aggregate of ______
shares of its common stock, no par value per share (the "Shares"), for an
aggregate of $_______, all as described in the Company's registration statement
on Form SB-2 (Registration No. 333-____)(which, together with all amendments or
supplements thereto is referred to herein as the "Registration Statement");
WHEREAS, the Shares are being offered by the Company to
investors whom the Placement Agent has introduced to the Company, pursuant to
registration under the Securities Act of 1933, as amended, and pursuant to
registration or exemptions from registration under state securities laws;
WHEREAS, the offering of the Shares will terminate on _____
__, 1997 (the "Closing Date"), subject to extension by the mutual agreement of
the Company and the Escrow Agent, and, if subscriptions for the total number of
Shares being offered pursuant to the Registration Statement have not been
received by the Company on or before the Closing Date, no Shares will be sold
and all payments made by subscribers will be refunded by the Escrow Agent with
interest earned thereon, if any; and
WHEREAS, with respect to all subscription payments received
from subscribers, the Company proposes to establish an escrow account with the
Escrow Agent at the office of its Escrow Administration, 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
NOW, THEREFORE, it is agreed as follows:
1. Establishment of Escrow. The Escrow Agent hereby
agrees to receive and disburse the proceeds from the offering of the Shares and
any interest earned thereon in accordance herewith.
2. Deposit of Escrowed Property. The Placement Agent,
on behalf of the subscribers for the Shares, shall from time to time, but in no
event later than 12:00 noon on the date following receipt by the Placement
Agent, cause to be wired to or deposited with, or, cause the subscribers for
the Shares to wire or deposit with, the Escrow Agent funds or checks of the
subscribers delivered in payment for Shares (the "Escrowed Property"). [Such
Escrowed Property shall be wired to or deposited with the Escrow Agent not
later than 12:00 noon on the date following the date on which it is received by
the Placement Agent.] Any checks delivered to the Escrow Agent pursuant to the
terms hereof shall be made payable to or endorsed to the order of the Escrow
Agent. The Escrow Agent upon receipt of such checks shall present such checks
for payment to the drawee-bank under such checks. Any checks not honored by
the drawee-bank thereunder after the first presentment for payment shall be
returned to the Placement Agent, on behalf of such subscriber, in the same
manner notices are delivered pursuant to Section 6. Upon receipt of funds or
checks from the Placement Agent, the Escrow Agent shall credit such funds and
the amount of such checks to a non-interest-bearing account
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(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 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 subscription 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 Citibank Money Market Deposit Account, pursuant to Rule
15c2-4 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, in accordance with the terms set
forth on Exhibit A hereto (made a part of this Escrow Agreement as if herein
set forth). 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 Subscribers. The Placement Agent shall
furnish or cause to be furnished to the Escrow Agent, at the time of each
deposit of funds or checks pursuant to Section 2, a list, substantially in the
form of Exhibit B hereto, containing the name of, the address of, the number of
Shares subscribed for by, the subscription amount delivered to the Escrow Agent
on behalf of, and the social security or taxpayer identification number, if
applicable, of each subscriber whose funds are being deposited, and to which is
attached a completed W-9 form (or, in the case of any subscriber who is not a
United States citizen or resident, a W-8 form) for each listed subscriber. The
Escrow Agent shall notify the Placement Agent and the Company of any
discrepancy between the subscription amounts set forth on any list delivered
pursuant to this Section 4 and the subscription amounts received by the Escrow
Agent. The Escrow Agent is authorized to revise such list to reflect the
actual subscription amounts received and the release of any subscription
amounts pursuant to Section 5.
5. Withdrawal of Subscription Amounts. (a) If the
Escrow Agent shall receive a notice, substantially in the form of Exhibit C
hereto (an "Offering Termination Notice"), from the Company, 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 subscriber listed on the list held by the Escrow Agent pursuant to
Section 4 whose total subscription 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, a check to the order of such subscriber in the amount of
the remaining subscription 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, send, in the
manner set forth in paragraph (d) of
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this Section 5, a check to the order of each such subscriber in the amount of
interest and other income earned and not yet paid with respect to any
investment of such subscriber's funds. The Escrow Agent shall notify the
Company and the Placement Agent of the distribution of such funds to the
subscribers.
(b) In the event that (i) the Shares have been
subscribed for and funds in respect thereof shall have been deposited with the
Escrow Agent on or before the Final Closing 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 D hereto (a "Closing Notice"), designating
the date on which Shares are to be sold and delivered to the subscribers
thereof (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 such Closing Date, and identifying
the subscribers and the number of Shares to be sold to each thereof on such
Closing Date, not less than two (2) nor more than seven (7) business days prior
to such 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
identified in such Closing Notice, shall liquidate any investments
that shall have been made pursuant to Section 3 to the extent of the
subscription amount to be distributed pursuant to the immediately
succeeding clause (ii);
(ii) on such Closing Date, pay to the
Company and the Placement Agent, in federal or other immediately
available funds and otherwise in the manner specified by the Company
in such Closing Notice, an amount equal to the aggregate of the
subscription amounts paid by the subscribers identified in such
Closing Notice for the Shares to be sold on such Closing Date as set
forth on the list held by the Escrow Agent pursuant to Section 4; 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 such Closing
Notice, shall send, in the manner set forth in paragraph (e) of this
Section 5, a check to the order of each subscriber identified in such
Closing Notice in the amount of interest and other income earned and
not yet paid with respect to any investment of each such subscriber's
funds distributed on such 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 subscriber and the date such subscription was received.
(c) If at any time and from time to time prior to
the release of any subscriber's total subscription amount pursuant to paragraph
(a) or (b) of this Section 5 from escrow, the Company shall deliver to the
Escrow Agent a notice, substantially in the form of Exhibit E hereto (a
"Subscription Termination Notice"), to the effect that any or all of the
subscriptions of such subscriber have been rejected by the Company (a "Rejected
Subscription"), the Escrow Agent (i) promptly after receipt of such
Subscription Termination Notice and, if such subscriber delivered a check in
payment of its Rejected Subscription, after the clearance of such check, shall
liquidate, to the extent of the sum of such subscriber's Rejected Subscription
amount as set forth in the Subscription Termination Notice, any investments
that shall have been made pursuant to Section 3 and send to such subscriber, in
the
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manner set forth in paragraph (e) of this Section 5, a check to the order of
such subscriber in the amount of such Rejected Subscription 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, shall send to such subscriber, in the manner set
forth in paragraph (e) of this Section 5, a check to the order of such
subscriber in the amount of interest and other income earned and not yet paid
with respect to any investment of such subscriber's Rejected Subscription
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 subscriber and the date such subscription was
received.
(d) On a date following the transfer of any
interest earned for the account of each subscriber pursuant to Section 5(a),
(b) or (c), but not later than January 1, 1998, the Escrow Agent shall provide
each subscriber 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 subscriber shall be sent
to such subscriber by first class mail, postage prepaid, at such subscriber's
address furnished to the Escrow Agent pursuant to Section 4.
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 or (b) sent by mail, registered or certified, with proper
postage prepaid, and addressed as follows:
if to the Company, to:
Nashville Country Club, Inc.
000 Xxxxxxxx Xxxxxxxxxx Xxx
Xxxxxxx Xxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx III
with a copy to:
Xxxxxxxx Xxxxxxxx & Xxxxxx P.C.
5400 Renaissance Tower
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
if to the Placement Agent, to:
Xxxxxxxx Xxxxxx Refsnes, Inc.
0000 X. Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxx X. Xxxxxx
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with a copy to:
Stroock & Stroock & Xxxxx LLP
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
if to the Escrow Agent, to:
Citibank, N.A.
Corporate Trust
Escrow Administration
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx Xxxxxxxxxx
or to such other address 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, 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. Concerning the Escrow Agent. To induce the Escrow
Agent to act hereunder, it is further agreed by the Company and Placement Agent
that:
(a) The Escrow Agent shall not be under any duty
to give the Escrowed Property held by it hereunder any greater degree of care
than it gives its own similar property and shall not be required to invest any
funds held hereunder except as directed in this Escrow Agreement. Uninvested
funds held hereunder shall not earn or accrue interest.
(b) This Escrow Agreement expressly sets forth
all the duties of the Escrow Agent with respect to any and all matters
pertinent hereto. No implied duties or obligations shall be read into this
Escrow Agreement against the Escrow Agent. The Escrow Agent shall not be bound
by the provisions of any agreement among the other parties hereto except this
Escrow Agreement.
(c) The Escrow Agent shall not be liable, except
for its own negligence or willful misconduct, and, except with respect to
claims based upon such negligence or willful misconduct that are successfully
asserted against the Escrow Agent, the other parties hereto shall jointly and
severally indemnify and hold harmless the Escrow Agent (and any successor
Escrow Agent) from and against any and all losses, liabilities, claims,
actions, damages and expenses, including reasonable attorneys' fees and
disbursements, arising out of and in connection with this Escrow Agreement.
Without limiting the foregoing, the Escrow Agent shall in no event be liable in
connection with its investment or reinvestment of any cash held by it hereunder
in good faith, in accordance with the terms hereof, including without
limitation any liability for any delays (not resulting from gross negligence or
willful misconduct) in the investment or reinvestment of the Escrowed Property,
or any loss of interest incident to any such delays.
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(d) The Escrow Agent shall be entitled to rely
upon any order, judgment, certification, demand, notice, instrument or other
writing delivered to it hereunder without being required to determine the
authenticity or the correctness of any fact stated therein or the propriety or
validity of the service thereof. The Escrow Agent may act in reliance upon any
instrument or signature believed by it in good faith to be genuine and may
assume, if in good faith, that any person purporting to give notice or receipt
or advice or make any statement or execute any document in connection with the
provisions hereof has been duly authorized to do so.
(e) The Escrow Agent may act pursuant to the
advice of counsel with respect to any matter relating to this Escrow Agreement
and shall not be liable for any action taken or omitted in good faith and in
accordance with such advice.
(f) The Escrow Agent does not have any interest
in the Escrowed Property deposited hereunder but is serving as escrow holder
only. Any payments of income from the Escrow Account shall be subject to
withholding regulations then in force with respect to United States taxes. The
parties hereto will provide the Escrow Agent with appropriate W-9 forms for tax
I.D., number certification, or non-resident alien certifications.
This paragraph (f) and paragraph (c) of this Section 7 shall
survive notwithstanding any termination of this Escrow Agreement or the
resignation of the Escrow Agent.
(g) The Escrow Agent makes no representation as
to the validity, value, genuineness or the collectibility of any security or
other document or instrument held by or delivered to it.
(h) The Escrow Agent shall not be called upon to
advise any party as to the wisdom of selling or retaining or taking or
refraining from any action with respect to any securities or other property
deposited hereunder.
(i) The Escrow Agent (and any successor escrow
agent) at any time may be discharged from its duties and obligations hereunder
by the delivery to it of notice of termination signed by both the Company and
the Placement Agent or at any time may resign by giving written notice to such
effect to the Company and the Placement Agent. Upon any such termination or
resignation, the Escrow Agent shall deliver the Escrowed Property to any
successor escrow agent jointly designated by the other parties hereto in
writing, or to any court of competent jurisdiction if no such successor escrow
agent is agreed upon, whereupon the Escrow Agent shall be discharged of and
from any and all further obligations arising in connection with this Escrow
Agreement. The termination or resignation of the Escrow Agent shall take
effect on the earlier of (i) the appointment of a successor (including a court
of competent jurisdiction) or (ii) the day that is 30 days after the date of
delivery: (A) to the Escrow Agent of the other parties' notice of termination
or (B) to the other parties hereto of the Escrow Agent's written notice of
resignation. If at that time the Escrow Agent has not received a designation
of a successor escrow agent, the Escrow Agent's sole responsibility after that
time shall be to keep the Escrowed Property safe until receipt of a designation
of successor escrow agent or a joint written disposition instruction by the
other parties hereto or any enforceable order of a court of competent
jurisdiction.
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(j) The Escrow Agent shall have no responsibility
for the contents of any writing of any third party contemplated herein as a
means to resolve disputes and may rely without any liability upon the contents
thereof.
(k) In the event of any disagreement among or
between the other parties hereto and/or the subscribers of the Shares resulting
in adverse claims or demands being made in connection with the Escrowed
Property, or in the event that the Escrow Agent in good faith is in doubt as to
what action it should take hereunder, the Escrow Agent shall be entitled to
retain the Escrowed Property until the Escrow Agent shall have received (i) a
final and non- appealable order of a court of competent jurisdiction directing
delivery of the Escrowed Property or (ii) a written agreement executed by the
other parties hereto and consented to by the subscribers directing delivery of
the Escrowed Property, in which event the Escrow Agent shall disburse the
Escrowed Property in accordance with such order or agreement. Any court order
referred to in (i) above shall be accompanied by a legal opinion by counsel for
the presenting party satisfactory to the Escrow Agent to the effect that said
court order is final and non-appealable. The Escrow Agent shall act on such
court order and legal opinion without further question.
(l) As consideration for its agreement to act as
Escrow Agent as herein described, the Company agrees to pay the Escrow Agent
fees determined in accordance with the terms set forth on Exhibit F hereto
(made a part of this Escrow Agreement as if herein set forth). In addition,
the Company agrees to reimburse the Escrow Agent for all reasonable expenses,
disbursements and advances incurred or made by the Escrow Agent in performance
of its duties hereunder (including reasonable fees, expenses and disbursements
of its counsel).
(m) All parties hereto irrevocably (i) submit to
the jurisdiction of any New York State or federal court sitting in New York
City in any action or proceeding arising out of or relating to this Escrow
Agreement, (ii) agree that all claims with respect to such action or proceeding
shall be heard and determined in such New York State or federal court and (iii)
waive, to the fullest extent possible, the defense of an inconvenient forum.
The other parties hereby consent to and grant any such court jurisdiction over
the persons of such parties and over the subject matter of any such dispute and
agree that delivery or mailing of process or other papers in connection with
any such action or proceeding in the manner provided hereinabove, or in such
other manner as may be permitted by law, shall be valid and sufficient service
thereof.
(n) No printed or other matter in any language
(including, without limitation, the Registration Statement, the Prospectus,
notices, reports and promotional material) which mentions the Escrow Agent's
name or the rights, powers, or duties of the Escrow Agent shall be issued by
the other parties hereto or on such parties' behalf unless the Escrow Agent
shall first have given its specific written consent thereto. The Escrow Agent
hereby consents to the use of its name and the reference to the escrow
arrangement in the Registration Statement and in the Prospectus.
8. Miscellaneous.
(a) This Escrow Agreement shall be binding upon and
inure solely to the benefit of the parties hereto and their respective
successors and assigns, heirs, administrators and representatives, and the
subscribers of the Shares and shall not be enforceable by or inure to the
benefit of any other third party except as provided in paragraph (i) of Section
7 with respect
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to the termination of, or resignation by, the Escrow Agent. No party may
assign any of its rights or obligations under this Escrow Agreement without the
written consent of the other parties.
(b) This Escrow Agreement shall be construed in
accordance with and governed by the internal law of the State of New York
(without reference to its rules as to conflicts of law).
(c) This Escrow Agreement may only be modified by
a writing signed by all of the parties hereto and consented to by the
subscribers of the Shares adversely affected by such modifications. No waiver
hereunder shall be effective unless in a writing signed by the party to be
charged.
(d) This Escrow Agreement shall terminate upon
the payment pursuant to Section 5 of all amounts held in the Escrow Account.
(e) The section headings herein are for
convenience only and shall not affect the construction thereof. Unless
otherwise indicated, references to Sections are to Sections contained herein.
(f) This Escrow Agreement may be executed in one
or more counterparts but all such separate counterparts shall constitute but
one and the same instrument; provided that, although executed in counterparts,
the executed signature pages of each such counterpart may be affixed to a
single copy of this Agreement which shall constitute an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed as of the day and year first above written.
NASHVILLE COUNTRY CLUB, INC.
By:
------------------------------
Name:
Title:
XXXXXXXX XXXXXX REFSNES, INC.
By:
------------------------------
Name:
Title:
CITIBANK, N.A.
By:
------------------------------
Name:
Title:
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EXHIBIT A
Citibank Insured Money Market Deposit Accounts
Deposits/Withdrawals may be made to the Citibank Money Market
Deposit Account ("MMDA") established under the Escrow Agreement to which this
Exhibit is attached only through the Escrow Account. All transaction and
balance reporting of the MMDA will be included as part of the Escrow Account
Statement. Activity in the MMDA will be reflected as the equivalent of dollars
on deposit in a Citibank Money Market Deposit Account. Deposits/Withdrawals to
the MMDA will be made only as permitted by the Escrow Agreement to which this
Exhibit is attached. The MMDA has certain regulatory restrictions as well as
some minimum requirements:
1. By regulation, Citibank, N.A. is required to reserve the
right to require seven days' prior notice of any withdrawals of funds from an
account; provided, however, that, if Citibank, N.A. elects to exercise its
right to require seven days' prior notice, it shall exercise such right as to
all such accounts established.
2. A daily balance of $10,000 must be maintained on deposit
in the MMDA. If the MMDA should fall below $10,000 on any day, Citibank, N.A.
will be authorized to transfer the remaining balance to the Escrow Account.
3. Rates will be determined by Citibank, N.A. and can be
determined by calling your custody account officer.
4. Balances up to $100,000 (total on deposit at Citibank,
N.A.) are FDIC-insured.
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EXHIBIT B
SUMMARY OF CASH RECEIVED
NEW PARTICIPANT DEPOSIT
Date:
----------------------
Deposit Date: List Number:
----------------------
Investment Date: Page of
--- ----------------------
Batch Number: Approved By:
----------------------
JOB#:
----------------------
For Bank use only
TITLE:
---------------------------
------------------------------------------------------------------------------------------------------------------------------------
* * AMOUNT OF * *TAX ID NO./ | | FOR BANK
NAME * DEPOSIT * SHARES * ADDRESS |SOC.SEC. NO. * *USE ONLY * * *
------------------ ----------- ------ ------------------------ ------ ------------
* * * TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-9(YR) NRA
* * * * * * W-8(YR)
* * * * * * 1008(87)
* * * * * *
-----------------------------------------------------------------------------------------------------------------
Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-2(YR) NRS
* * * * * * W-8(YR)
* * * * * * 1008(87)
* * * * * *
-----------------------------------------------------------------------------------------------------------------
Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-2(YR) NRS
* * * * * * W-8(YR)
* * * * * * 1008(87)
* * * * * *
-----------------------------------------------------------------------------------------------------------------
Broker Misc. * * * * Misc. II * Misc. III | TAX CODE
* * * * * * EXEMPT(Y/N)
* * * * * * W-2(YR) NRS
* * * * * * W-8(YR)
* * * * * * 1000(87)
* * * * * *
-----------------------------------------------------------------------------------------------------------------
Broker Misc. * * * * Misc. II * Misc. III |
* * * * * *
B-1
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EXHIBIT C
[Form of Offering Termination Notice]
______________ ____, 1997
Citibank, N.A.
Corporate Trust
Escrow Administration
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx Xxxxxxxxxx
Senior Trust Officer
Dear Xx. Xxxxxxxxxx:
Pursuant to Section 5(a) of the Escrow Agreement dated as of _____ __,
1997 (the "Escrow Agreement") among Nashville Country Club, Inc. (the
"Company"), Xxxxxxxx Xxxxxx Refsnes, Inc. and you, the Company hereby notifies
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 to subscribers as
provided for in Section 5(a) of the Escrow Agreement.
Very truly yours,
NASHVILLE COUNTRY CLUB, INC.
By:
-------------------------------
Name:
Title:
C-1
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EXHIBIT D
[Form of Closing Notice]
__________ __, 1997
Citibank, N.A.
Corporate Trust
Escrow Administration
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx Xxxxxxxxxx
Senior Trust Officer
Ladies and Gentlemen:
Pursuant to Section 5(b) of the Escrow Agreement dated as of _______
__, 1997, (the "Escrow Agreement") among Nashville Country Club, Inc. (the
"Company"), Xxxxxxxx Xxxxxx Refsnes, Inc. and you, the Company hereby certifies
that it has received subscriptions for the Shares (as that term is defined in
the Escrow Agreement) and the Company will sell and deliver Shares to the
subscribers thereof at a closing to be held on _____ __, 1997 (the "Closing
Date"). The names of the subscribers concerned, the number of Shares
subscribed for by each of such subscribers and the related subscription 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 subscription amount be paid to
you, the Placement Agent and us as follows:
1. To the Company, $_________;
2. To Xxxxxxxx Xxxxxx Refsnes, Inc., $_________; and
3. To the Escrow Agent, $_________.
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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.
Very truly yours,
NASHVILLE COUNTRY CLUB, INC.
By:
-------------------------------
Name:
Title:
XXXXXXXX XXXXXX REFSNES, INC.
By:
-------------------------------
Name:
Title:
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SCHEDULE I
Name of Number of Subscription
Subscriber Shares Amount
---------- --------- ------------
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EXHIBIT E
[Form of Subscription Termination Notice]
Citibank, N.A.
Corporate Trust
Escrow Administration
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx Xxxxxxxxxx
Senior Trust Officer
Dear Xx. Xxxxxxxxxx:
Pursuant to Section 5(c) of the Escrow Agreement dated as of
______ __, 1997 (the "Escrow Agreement") among Nashville Country Club, Inc.
(the "Company"), Xxxxxxxx Xxxxxx Refsnes, Inc. and you, the Company hereby
notifies you that the following subscription(s) have been rejected:
Dollar
Amount of Subscribed Amount of
Name of Shares Rejected
Subscriber Rejected Subscription
---------- ----------- ------------
Very truly yours,
NASHVILLE COUNTRY CLUB, INC.
By:
---------------------------
Name:
Title:
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EXHIBIT F
A fee equal to:
(i) $_________ for any amount up to $________;
(ii) $_________ for any amount between $____________ and
(iii) $_________ for any amount between $_________ and
(iv) $_________ for any amount between $________ and
(v) $_________ for any amount between $_________ and
[Fee to Citibank, N.A.: $5,000.00]
F-1
