ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of September 15, 1997 (this "Agreement"), by
and among R&E Gaming Corp., a Delaware corporation ("Gaming"), Riviera Holdings
Corporation, a Nevada corporation (the "Company"), and State Street Bank and
Trust Company of California, N.A., as escrow agent (the "Escrow Agent").
RECITALS:
WHEREAS, concurrently with the execution and delivery of this
Agreement, Gaming is entering into (i) the Agreement and Plan of Merger (the
"Riviera Merger Agreement") with Riviera Acquisition Sub, Inc., a Nevada
corporation and a wholly owned subsidiary of Gaming ("RAS") and the Company,
pursuant to which RAS has agreed to merge with and into the Company (the
"Riviera Merger"), whereupon the separate existence of RAS shall cease and the
Company shall continue as the surviving corporation and shall be a wholly owned
subsidiary of Gaming, upon the terms and subject to the conditions set forth in
the Riviera Merger Agreement and (ii) the Option and Voting Agreement (the
"Riviera Option Agreement"), with Morgens, Waterfall, Vintiadis & Company, Inc.,
on behalf of certain investment accounts identified on the signature pages
thereto ("Morgens, Waterfall"), Keyport Life Insurance Company, on behalf of a
certain investment account identified on the signature pages thereto ("Keyport")
and SunAmerica Life Insurance Company, an Arizona corporation ("SunAmerica," and
together with Morgens, Waterfall and Keyport, the "Option Sellers"); and
WHEREAS, as a condition to the execution and delivery of the Riviera
Merger Agreement and the Riviera Option Agreement, Gaming and the Company desire
and have agreed to enter into this Agreement, to, among other things, appoint
the Escrow Agent and set forth the terms for the payment or return, as
applicable, of the Escrow Consideration (as defined in Section 1 hereof);
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
Section 1. Appointment of Escrow Agent. (a) The Escrow Agent is hereby
appointed by each of Gaming and the Company and the Escrow Agent hereby accepts
its appointment to act as escrow agent for Gaming and the Company with respect
to the escrow consideration (the "Escrow Consideration") deposited on the date
hereof, and on such other dates as set forth in (ii) below, into this escrow
("Escrow"), consisting of (i) cash or one or more letters of credit in
substantially the form attached hereto as Exhibit A (the "Riviera Letter of
Credit"), issued by City National Bank (the "LC Issuer"), in the amount of
$4,666,755, plus interest in an amount equal to 7% per annum on $23,333,775 from
June 1, 1997 through the date immediately preceding the execution date hereof
and (ii) cash or letters of credit (the "Additional Amounts" and, together with
the Riviera Letter of Credit, the "Letters of Credit"), each such Additional
Amount in the amount of $4,474.97 multiplied by the number of days in the month
prior to each Anniversary Date (as defined below) (except as set forth below),
to be deposited into Escrow and to become part of the Escrow not later than the
fifth business day following each monthly anniversary (an "Anniversary Date") of
the date hereof, until (and upon) the occurrence of (x) the time that the
articles of merger are filed with the Secretary of State of the State of Nevada
in accordance with the provisions of Chapter 92A of the Nevada Revised Statutes,
or such later date as set forth in such filing, but in no event later than April
1, 1998, unless extended as provided in Section 6.1(c) of the Riviera Merger
Agreement (the "Effective Time") or (y) the termination (the "Termination") of
the Riviera Merger Agreement in accordance with Article VI thereof (the date on
which the earlier of (x) or (y) shall occur is hereinafter referred to as the
"Escrow Termination Date"); provided, that, if the Effective Time or the
Termination, as applicable, shall occur on a date other than an Anniversary
Date, the Additional Amount for the period from the last Anniversary Date with
respect to which an Additional Amount was deposited into Escrow, to the date
immediately preceding the Effective Time or the Termination, as applicable (the
"Partial Period"), shall be in an amount equal to $4,474.97, multiplied by the
number of days in the Partial Period. Immediately upon the occurrence of the
Effective Time or the Termination, as applicable, Gaming shall furnish to the
Escrow Agent a certificate setting forth the particulars of such event and the
date on which it occurred.
(b) If any part of the Escrow Consideration consists of cash ("Cash"),
immediately upon the receipt of any Cash, any Escrow Agent shall deposit such
Cash in a money market mutual fund registered under the Investment Company Act
of 1940, the principal of which is invested solely in obligations of the United
States or its agencies. All interest earned in such account (the "Cash
Interest") shall be for the benefit of Gaming, shall not be part of the Escrow
Consideration and shall be
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paid to Gaming at the same time as the delivery or release of the Escrow
Consideration or the funds underlying the Escrow Consideration.
Section 2. Treatment of Letters of Credit. The Letters of Credit shall
be delivered to and held by the Escrow Agent until (i) the funds issued to the
Escrow Agent from the LC Issuer pursuant to the Letters of Credit are paid as
provided in Section 3 hereof to the holders (the "Stockholders") of outstanding
shares of common stock, par value $.001 per share (the "Common Stock"), of the
Company, other than shares of Common Stock beneficially owned by the Option
Sellers, Gaming, RAS or Xx. Xxxxx X. Xxxxxxx (the "Disqualified Holders") or
(ii) the Escrow Consideration, together with the Cash Interest, if any, are
returned to Gaming as provided in Section 4 hereof (in which case the Letters of
Credit shall immediately be terminated and cancelled and the cash portion, if
any, thereof returned to Gaming).
The Escrow Agent may assume without inquiry that no Stockholder is a
Disqualified Holder until it receives (and has a reasonable opportunity to act
upon) a certificate setting forth the identity of each Disqualified Holder and
how and by whom his or her shares of Common Stock are held.
Section 3. Delivery of Escrow Consideration Funds to the Stockholders.
Upon the receipt of a certificate from the Company, certifying that the Riviera
Merger Agreement has been terminated pursuant to a termination event which is
not a Non-Payment Termination Event (as defined herein) (the "Company
Certificate") (a copy of which shall be simultaneously delivered to Gaming), the
Escrow Agent shall deliver notice to the LC Issuer as provided in the Letters of
Credit (the "Notice") and, upon receipt of the funds from the Letters of Credit,
shall deliver such funds to the Company (upon the Company's receipt of such
funds from the Escrow Agent, the Company shall distribute such funds to the
Stockholders, other than the Disqualified Holders), subject to the provisions of
Section 5 hereof, and shall pay to Gaming the Cash Interest, if any; provided,
that, the Escrow Agent shall not make a request for payment pursuant to the
Letters of Credit if the Escrow Agent has received from Gaming, within ten
business days following receipt by Gaming of the Company Certificate, a
certificate contesting the action to be taken by the Escrow Agent (a "Gaming
Contesting Certificate"), in which case the Escrow Agent shall not deliver the
Notice to the LC Issuer. A "Non-Payment Termination Event" shall mean the
termination of the Riviera Merger Agreement pursuant to Sections 6.1(a), 6.1(b),
6.1(c) (because of the failure to satisfy Sections 5.1(a), 5.1(c), 5.1(d),
5.2(b), or 5.2(c)), 6.1(d), 6.1(e)(iii) or 6.1(e)(iv) thereof. In addition, in
the event that the Riviera Merger Agreement is terminated pursuant to
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Section 6.1(c) because of the failure of Gaming, RAS or Xx. Xxxxx X. Xxxxxxx to
obtain the required approvals of the Gaming Authorities, then such event shall
constitute a Non-Payment Termination Event, unless Xx. Xxxxx X. Xxxxxxx is in
breach of his representation and covenant contained in Section 6.2(c) of the
Riviera Merger Agreement. The Escrow Agent may rely on a Company Certificate
without inquiry and need not verify that any of the events described therein
actually occurred.
Section 4. Delivery of Escrow Consideration to Gaming. Upon the receipt
of a certificate from Gaming certifying that (a) the Effective Time has occurred
or (b) the Riviera Merger Agreement has been terminated other than in a manner
pursuant to which the Escrow Consideration funds are to be delivered to the
Stockholders in accordance with Section 3 hereof (the "Gaming Certificate") (a
copy of which shall be simultaneously delivered to the Company), the Escrow
Agent shall immediately deliver the Escrow Consideration, together with the Cash
Interest, if any, to Gaming, and the Escrow shall promptly terminate; provided,
that the Escrow Agent shall not deliver the Escrow Consideration and the Cash
Interest to Gaming if the Escrow Agent has received from the Company, within ten
business days following receipt by the Company of the Gaming Certificate, a
certificate contesting the action to be taken by the Escrow Agent (a "Company
Contesting Certificate").
Section 5. Disputes. In the event a Gaming Contesting Certificate or a
Company Contesting Certificate has been delivered to the Escrow Agent, the
Escrow Agent shall not make the request for payment for the LC Issuer under
Section 3 hereof or the payment under Section 4 hereof and the dispute shall be
resolved by arbitration in Las Vegas, Nevada, by the American Arbitration
Association. Each of the Company and Gaming shall be entitled to select one
arbitrator and such arbitrators shall select a third arbitrator who shall act as
the chairman of the arbitration panel. If either Gaming or the Company shall
fail to appoint an arbitrator within 10 days after notice of commencement of the
arbitration, or the chairman of the arbitration panel shall not have been
selected within 10 days after the selection by the parties of the two
arbitrators, then the arbitrator or arbitrators in question shall be selected by
the American Arbitration Association. The decision of the arbitration panel
shall be final and binding and the fees of the arbitrators shall be borne by the
party which loses the arbitration. If the prevailing party is the Company, the
Escrow Agent shall continue to include the Additional Amounts referred to in
clause (ii) of Section 1 hereof.
Section 6. Escrow Agent Expenses. All fees of the Escrow Agent for
establishing and holding Escrow and paying out the Escrow Consideration shall
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be borne equally by the Company and by Gaming. The Escrow Agent shall receive
the fees provided in Exhibit B annexed hereto.
Section 7. Limitations on Escrow Agent's Liability and Duties. (a) The
Escrow Agent shall neither be responsible for or under, nor chargeable with
knowledge of, the terms and conditions of any other agreement, instrument or
document executed between/among the parties hereto. This Agreement sets forth
all of the obligations of the Escrow Agent, and no additional obligations shall
be implied from the terms of this Agreement or any other agreement, instrument
or document.
(b) The Escrow Agent may act in reliance upon any instruction, notice,
certification, demand, consent, authorization, receipt, power of attorney or
other writing, delivered to it by any other party in accordance with the
provisions of Section 10 hereof, without being required to determine the
authenticity or validity thereof or the correctness of any fact stated therein,
the propriety or validity of the service thereof, or the jurisdiction of the
court issuing any judgment or order. The Escrow Agent may act in reliance upon
any signature believed by it to be genuine, and may assume that such person has
been properly authorized to do so.
(c) The Company agrees to reimburse the Escrow Agent on demand for, and
to indemnify and hold the Escrow Agent harmless against and with respect to, any
and all loss, liability, damage or expense (including, but without limitation,
reasonable attorneys' fees, costs and disbursements) that the Escrow Agent may
suffer or incur in connection with this Agreement and its performance hereunder
or in connection herewith, except to the extent such loss, liability, damage or
expenses arise from its willful misconduct or gross negligence as adjudicated by
a court of competent jurisdiction.
(d) The Escrow Agent may consult with legal counsel of its selection in
the event of any dispute or question as to the meaning or construction of any of
the provisions hereof or its duties hereunder, and it shall incur no liability
and shall be fully protected in acting in accordance with the opinion and
instructions of such counsel. The Company agrees to reimburse the Escrow Agent
on demand for reasonable legal fees, disbursements and expenses.
(e) The Escrow Agent shall be under no duty to give the property held
in Escrow by it hereunder any greater degree of care than it gives its own
similar property.
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(f) In the event of any disagreement between/among any of the parties
to this Agreement, or between/among them or either or any of them and any other
person, resulting in adverse claims or demands being made in connection with the
subject matter of the Escrow, or in the event that the Escrow Agent, in good
faith, be in doubt as to what action it should take hereunder, the Escrow Agent
may, at its option, refuse to comply with any claims or demands on it, or refuse
to take any other action hereunder, so long as such disagreement continues or
such doubt exists, and in any such event, the Escrow Agent shall not become
liable in any way or to any person for its failure or refusal to act, and the
Escrow Agent shall be entitled to continue so to refrain from acting until (i)
the rights of all parties shall have been fully and finally adjudicated by a
court of competent jurisdiction or (ii) all differences shall have been adjusted
and all doubt resolved by agreement among all of the interested persons, and the
Escrow Agent shall have been notified thereof in writing signed by all such
persons. The rights of the Escrow Agent under this paragraph are cumulative of
all other rights which it may have by law or otherwise.
(g) Before the Escrow Agent makes any distribution of Escrow
Consideration, Cash Interest or any other amount distributable by it pursuant to
this Agreement, it may require the recipient to first deliver to the Escrow
Agent an IRS Form W-9 or such other documentation as may be required by the
Escrow Agent to permit it to report the distribution to the appropriate tax
authorities.
Section 8. Successor Escrow Agent. (a) Any corporation into which the
Escrow Agent in its individual capacity may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Escrow Agent in its individual capacity shall be a
party, or any corporation to which substantially all of the corporate trust
business of the Escrow Agent in its individual capacity (including the trust
established by this Agreement) may be transferred, shall be the Escrow Agent
under this Agreement without further act.
(b) The Escrow Agent may, in its sole discretion, resign and terminate
its position hereunder at any time following thirty days written notice to the
other parties hereto. Any such resignation shall terminate all obligations and
duties of the Escrow Agent hereunder. On the effective date of such resignation,
the Escrow Agent shall deliver this Agreement together with any and all related
instruments or documents to any successor Escrow Agent agreeable to the parties
hereto. If a successor Escrow Agent has not been appointed prior to the
expiration of thirty days following the date of the notice of such resignation,
the then acting Escrow Agent may petition any court of competent jurisdiction
for the appointment
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of a successor Escrow Agent, or other appropriate relief. Any such resulting
appointment shall be binding upon all of the parties to this Agreement.
Section 9. Termination; Survival. This Agreement may be terminated upon
the joint written instructions of the Company, Gaming and the Escrow Agent, or
upon the release of the Escrow Consideration as otherwise specified herein.
Notwithstanding any such termination, the provisions of Section 7 hereof shall
survive for a period a one year following termination.
Section 10. Compliance. Strict compliance shall be required with each
and every provision of this Agreement, it being understood and agreed that no
party shall have any right to receive the items held in escrow by the Escrow
Agent, except as specifically contemplated herein. The parties hereto agree that
failure to perform the obligations hereunder and abide by the conditions set
forth in this Agreement shall result in irreparable damage and that monetary
damages shall be inadequate to compensate therefor. Accordingly, the parties
hereby agree that, in addition to any other rights, remedies or damages
available hereunder, at law or in equity, any party hereto shall be entitled to
a temporary restraining order, preliminary injunction and permanent injunction
in order to prevent or to restrain any such failure or threatened failure or to
specific performance to enforce these obligations and conditions as may be
obtained by suit in equity.
Section 11. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by overnight
courier with receipt requested, by facsimile transmission (with receipt
confirmed by automatic transmission report), or two business days after being
sent by registered or certified mail (postage prepaid, return receipt
requested), to the other party as follows:
(a) if to Gaming, to:
X.X. Xxx 0000
Xxxxxx Xxxxx Xx, XX 00000
Fax: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxxxxx
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with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax (000) 000-0000
Attention: Xxxxx X. XxXxxxxx, Esq.
(b) if to the Company, to:
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Fax: (000) 000-0000
Attention: Xx. Xxxxxxx X. Xxxxxxxxx
with a copy to:
Dechert Price & Xxxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxxx, Esq.
(c) if to the Escrow Agent, to:
State Street Bank and Trust Company
of California, N.A.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Corporate Trust Department
(R&E Gaming Corp. 1997 Escrow)
Notwithstanding the foregoing, notices to the Escrow Agent
shall be effective only upon receipt.
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Section 12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without regard to
the principles of conflicts of law thereof. Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to jurisdiction of the courts
of the State of Nevada and of the United States of America located in the State
of Nevada for any litigation arising out of or relating to this Agreement (and
the transactions contemplated hereby).
Section 13. Assignment. Except as set forth in Section 8 hereof, this
Agreement may not be assigned by either party hereto without the prior written
consent of each of the other parties hereto, except that Gaming may assign this
Agreement to any of its affiliates without the prior written consent of the
other parties hereto; provided, that, no such assignment shall relieve Gaming of
its obligations hereunder if such assignee does not perform such obligations.
Section 14. Miscellaneous.
(a) Subject to Section 6 hereof, the Escrow Agent hereby waives any and
all rights to offset it may have against Gaming, the Company, or any other
person or entity with respect to any amounts held in Escrow.
(b) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and all of which, when taken together, shall
be deemed to constitute but one and the same Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date and year first above
written.
R&E GAMING CORP.
By:
------------------------------------
Name:
Title:
RIVIERA HOLDINGS CORPORATION
By:
------------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A., as Escrow Agent
By:
------------------------------------
Name:
Title:
10
EXHIBIT A
[To be provided by LC Issuer]
A-1
EXHIBIT B
[To be provided by the Escrow Agent]
$----------
B-1
Exhibit A
ESCROW AGENT NOTICE
The undersigned, a duly authorized officer of State Street Bank and
Trust Company of California, N.A. (the "Escrow Agent"), hereby certifies to City
National Bank (the "Bank") with reference to irrevocable letter of credit No.
_____ (the "Letter of Credit") issued by the Bank that the Escrow Agent is
delivering Notice (as such term is defined in the Escrow Agreement, dated as of
September ___, 1997 by and among R & E Gaming Corp., a Delaware corporation,
Riviera Holdings Corporation and the Escrow Agent (the "Escrow Agreement")) in
full compliance with the terms and provisions of Section 3 of the Escrow
Agreement.
Demand is hereby made under the Letter of Credit for $_______. Please
remit payment to State Street Bank and Trust Company of California, N.A.,
account number ________, at ______, ABA No. _________, REF: __________.
By:____________________
Name:
Title:
EXHIBIT B
[To be provided by the Escrow Agent]
$---------
B-1
Exhibit A
ATTACHMENT to Standby L/C Application
-------------------------------------
ISSUING BANK LETTERHEAD DATE: (date of l/c)
IRREVOCABLE STANDBY LETTER OF
CREDIT NUMBER: (l/c Number)
BENEFICIARY:
(beneficiary name & address) APPLICANT:
(applicant name & address)
DATE AND PLACE OF EXPIRY:
date/month/year
AT OUR COUNTERS
AMOUNT: (currency amount of l/c)
GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR
AVAILABLE BY PAYMENT OF YOUR DRAFTS AT SIGHT DRAWN ON CITY NATIONAL BANK
INTERNATIONAL DEPARTMENT, LOS ANGELES, CALIFORNIA AND ACCOMPANIED BY THE
DOCUMENTS AS SPECIFIED BELOW:
1. THIS ORIGINAL STANDBY LETTER OF CREDIT, AND AMENDMENT(S) IF
ANY.
2. BENEFICIARY'S SIGNED AND DATED STATEMENT WORDED AS PER ATTACHED
EXHIBIT.
EACH DRAFT DRAWN HEREUNDER MUST STATE "DRAWN UNDER CREDIT NUMBER (___ NUMBER) OF
CITY NATIONAL BANK, LOS ANGELES, CALIFORNIA.
WE HEREBY ENGAGE WITH YOU THAT ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF THIS CREDIT SHALL BE DULY HONORED IF PRESENTED FOR
PAYMENT AT THE OFFICE OF CITY NATIONAL BANK INTERNATIONAL DEPARTMENT, 000 XXXXX
XXXXX XXXXXX XXXXX 000, XXX XXXXXXX, XXXXXXXXXX 00000 ON OR BEFORE THE
EXPIRATION DATE OF THIS CREDIT.
EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS CREDIT IS SUBJECT TO THE
UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION),
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500.
SINCERELY,
---------------------------
(authorized bank signature)
*******
Standby Wording Approval
Print Name:
---------------------------
Authorized Signature - Date
Exhibit B
STATE STREET Xxxxx Xxxxxxx
Vice President
September 10, 0000 Xxxxx Xxxxxx Bank and Trust
Company of California, N.A.
Corporate Trust
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Xx. Xxx Xxxxxxxxxx
Skadden, Arps, Slate, Xxxxxxx &
Xxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000-0000
RE: ESCROW SERVICES
R&E GAMING CORPORATION AND
RIVIERA HOLDING CORPORATION
Dear Xx. Xxxxxxxxxx:
On behalf of State Street Bank and Trust Company of California, N.A., I am
pleased to submit the following proposal to serve as Escrow Agent on the
above-referenced financing:
Acceptance Fee: $1,000.00
This is one-time charge, payable upon funding, includes acceptance of
responsibilities and duties as Escrow Agent, review of the Escrow
Agreement and supporting documents, liaison with Corporate Officials
and Counsel.
Annual Administration Fee: $2,000.00
Payable at funding and annually thereafter, if applicable. Compensates
State Street for administrative services in accordance with the Escrow
Agreement.
Outside Counsel: $ 754.00 Capped
---------------
Letter of Credit Draws: $ 250.00 each draw
----------------------
Claims (if applicable): $ 250.00 each claim
----------------------
Preparation of 1099's $ 5.00 each 1099
---------------------
Other Fees:
See attached schedule of "Ancillary Fees"
Extraordinary Services (as requested):
Such as manually created spreadsheets, reports or certificates required under
the governing documents and any other extraordinary request not covered by the
Annual Administration Fee.
Out-of-Pocket Expense: Billed at cost
These expenses are those incurred by us on your behalf to effectively
service your account on a day-to-day basis. We will only charge for
expenses that can be directly identified to costs associated with your
specific trust account, e.g. wires at $20.00 each, excessive faxes,
postage and travel costs to attend closing and/or meetings.
This proposal is subject to State Street's review of all documents and
acceptance of a definitive agreement. Should the characteristics of the Escrow
Agent Services differ materially from the assumptions stated in the request for
proposal letter dated September 4, 0000, Xxxxx Xxxxxx reserves the right to
adjust its fee proposal. This proposal is a confidential document and should not
be duplicated and/or distributed.
In closing, State Street recognizes our role in providing our customers with
value-added trust services. We accept the serious responsibility we have to
support the Corporations so that the Corporations, in turn, can meet its goals
under the Escrow Agreement. Should you have any questions regarding our services
or the fees quoted herein, please do not hesitate to contact me.
Very truly yours,
Xxxxx Xxxxxxx
Vice President
INVESTMENT FEES:
Securities delivered book-entry $ 65.00 per Purchase
Securities delivered physical $ 100.00 per Purchase
Securities sold $ 65.00 per Sale (Prior to maturity)
Securities sold physical $ 100.00 per Sale (Prior to maturity)
Competitive Bid - 3 brokers $ 25.00 per Bid Process
Money Market Funds $ 40.00 per Purchase and per Sale
Reinvestment of income $ 20.00 per receipt
Reconcilement of Confirmation Statements $ 25.00 per Statement
Money Market Funds with compensating fees to SSB No Charge
Investment Contracts/Flexible Repurchase Agreements:
Document review - No Collateral $ 750.00 (includes counsel review)
Document review - Collateral $ 1,000.00 (includes counsel review)
Income verification, collection and reporting $ 25.00 per Posting
Maintenance of Collateral $ 25.00 per Delivery or Receipt
Xxxx to Market $ 500.00 Annually per account
Forward Float Contract $ 750.00 (includes counsel review)
Legal Opinion, if required $ 1,000.00
WIRE FEE: (Investment-related wires at no charge) $ 20.00 each
--------
UCC FEES:
Copying $ 5.00
CSC Networks/Prentice hall $ 100.00
MICROFICHE COPYING FEE: $ 2.00 per Page ($25 Minimum)
----------------------
ACCOUNTING STATEMENTS: (Two recipients at no charge) $ 5.00 per Recipient (in excess of
--------------------- two)
FAX: (Five pages at no charge) $ 2.00 per Page (in excess of five)
---
T-1 PREPARATION: $ 500.00
---------------
AGREEMENT COPYING: $ .20 per Page ($25 Minimum)
-----------------
AUDIT CONFIRMATION: $ 25.00
------------------
POSTAGE:
Bondholder Notices At cost
Monthly Statements: General Obligation Bond Issues $ 15.00 annually per recipient
All Others $ 30.00 annually per recipient
FUND DISBURSEMENT FEE: $ 15.00 per Requisition, plus
---------------------
$ 3.75 per Payee
DIC BOOK-ENTRY TENDERED BONDS: $ 50.00 per Bond tendered
-----------------------------
NON-BOOK ENTRY REGISTRATION FEE:
Issuance and Transfer $ $ 2.00 each
Maintenance of Registered Holder Accounts $ 6.00 per Account
Interest Payment $ .50 per Check issued
Principal Payment: At maturity $ 2.50 per Certificate
Call prior to maturity $ 3.50 per Certificate
PREPARATION OF NOTICE AND LOTTERY CALLS:
Book-Entry issue No Charge
Non-Book-Entry issue $ 500.00 per Notice
BONDHOLDERS LIST $ 60.00 per List
----------------
EXTRAORDINARY SERVICES: Billed at Cost
OUT-OF-POCKET EXPENSE: Billed at Cost Dated 08/07/97
