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EXHIBIT 10(qq)
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of March 14, 1997 (including
the exhibits and schedules attached hereto, this "Agreement"), is by and among
INTERCEL, INC., a Delaware corporation (the "Seller"), SCANA COMMUNICATIONS,
INC., a South Carolina corporation (the "Purchaser"), and BANKERS TRUST
COMPANY, a New York banking corporation (the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, the Purchaser and the Seller have entered into a
Stock Purchase Agreement, dated as of March 14, 1997 (including the exhibits,
annexes, schedules and attachments thereto, the "Purchase Agreement"; terms not
otherwise defined herein being used as defined therein), pursuant to which the
Purchaser has agreed to purchase from the Seller, and the Seller has agreed to
sell to the Purchaser, the Shares;
WHEREAS, it is contemplated under the Purchase Agreement that
the Purchaser will deposit or cause to be deposited into escrow the sum of
$22,500,000 in cash (the "Escrow Amount") and the Seller shall deposit into
escrow a certificate or certificates representing 50,000 shares (the "Shares")
of Series D Preferred Stock (collectively, the "Certificate"), each to be held
and disbursed by the Escrow Agent in accordance with this Agreement;
WHEREAS, the Seller and the Purchaser currently contemplate
that the Seller will offer certain high yield debt obligations pursuant to a
Confidential Offering Memorandum, a preliminary draft of which has been
delivered by the Seller to the Purchaser (the "Debt Offering Memorandum"); and
WHEREAS, the Purchaser and the Seller desire to appoint the
Escrow Agent as escrow agent for the purpose of receiving, holding and
distributing the Escrow Fund (as defined below) and the Certificate, and the
Escrow Agent is willing to act as the Escrow Agent subject to and in accordance
with the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
agreements contained herein, and intending to be legally bound hereby, the
parties hereby agree as follows:
1. Appointment and Agreement of Escrow Agent. The
Purchaser and the Seller hereby appoint the Escrow Agent to serve as, and the
Escrow Agent hereby agrees to act as, escrow agent upon the terms and
conditions of this Agreement.
2. Establishment of the Escrow Fund. (a) Pursuant to
Section 2.4 of the Purchase Agreement, the Purchaser shall deliver to the
Escrow Agent on the date hereof the
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Escrow Amount and the Seller shall deliver to the Escrow Agent on the date
hereof the Certificate, together with the instruction notice in the form
attached hereto as Exhibit A. The Escrow Agent shall hold the Escrow Amount
and all interest and other amounts earned thereon (the "Escrow Fund") and the
Certificate in escrow pursuant to this Agreement.
(b) Each of the Purchaser and the Seller confirms to the
Escrow Agent and to each other that the Escrow Fund and the Certificate are
free and clear of all Encumbrances except as may be created by this Agreement
and the Purchase Agreement.
3. Distributions from the Escrow Fund. (a) Upon
execution and delivery of this Agreement, the Seller and the Purchaser shall
deliver to the lead placement agent under the Debt Offering Memorandum a
written notice that the Purchase Price monies and the Certificate have been
delivered to the Escrow Agent pursuant to this Agreement. Furthermore, such
notice shall provide that, upon the pricing of the offering of debt
contemplated by the Debt Offering Memorandum (the "Debt Offering"), the
delivery by the Seller and the lead placement agent of the Joint Notice (as
defined below), and the delivery to the Escrow Agent of confirmation of the
closing of the Debt Offering provided for in Section 3(b) below, the Escrow
Agent will disburse the proceeds of the Escrow Fund to the Seller and deliver
the Certificate to the Purchaser in accordance with this Section 3. As
promptly as practicable after the Purchaser and the Seller have received
evidence (which the parties agree may be telephonic or otherwise) that the
pricing of the Debt Offering has been established between the Seller and the
lead placement agent under the Debt Offering Memorandum and, in any event, at
least one full Business Day prior to the Proposed Offering Closing Date (as
defined in the Joint Notice), the Seller and the Purchaser shall deliver
written notice to the Escrow Agent substantially in the form attached hereto as
Exhibit B with the blanks properly filled in (the "Joint Notice"), and the
Escrow Agent shall, as promptly as practicable thereafter (and in any event, in
time to enable the Escrow Agent to transfer the proceeds of the Escrow Fund on
the Proposed Offering Closing Date as set forth in Section 3(b) below, unless
the Escrow Fund is invested in a vehicle other than the BT Institutional Cash
Management Fund), liquidate all investments in the Escrow Fund.
(b) On or before the Proposed Offering Closing Date, the
Seller shall deliver a list of persons who will be authorized to give the
Placement Agent Confirmation (as defined below) to the Escrow Agent pursuant to
Section 3(b) below. Unless the Escrow Agent receives the notice described in
Section 3(c) below after the Escrow Agent receives the Joint Notice, the Escrow
Agent shall, as promptly as practicable after its receipt of confirmation from
the Seller and the lead placement agent (the "Placement Agent Confirmation")
under the Debt Offering Memorandum (which the parties agree may be telephonic
or otherwise) to the effect that all of the conditions to closing of the Debt
Offering and delivery to the Seller of a minimum of an aggregate of $100
million in gross proceeds therefrom have either been satisfied or waived (other
than a waiver of the impending delivery to the Seller of such proceeds), with
the sole exception of disbursement of the Escrow Fund to the Seller and
delivery of the Certificate to the Purchaser (and, therefore, that such
placement agent then controls the delivery of proceeds from the Debt Offering
to the Seller), the Escrow Agent shall: (i) pay in full to the Seller in
immediately available funds all amounts as shall have been received upon the
liquidation of such investments (and any and all other amounts then on deposit
in the Escrow Fund) by wire transfer to the Seller's account indicated in the
Joint Notice; (ii) contemporaneous with such delivery of
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funds to the Seller, deliver the Certificate to the Purchaser at the address
set forth in the Joint Notice via overnight delivery service; and (iii)
immediately after accomplishing the items set forth in (i) and (ii) hereof,
provide the Seller and the lead placement agent under the Debt Offering
Memorandum with written notice in the form attached hereto as Exhibit C.
(c) The parties acknowledge and agree that the terms of
the Purchase Agreement provide that the Purchaser may elect to proceed with the
disbursement of the Escrow Fund proceeds to the Seller and delivery of the
Certificate to the Purchaser even though the Debt Offering fails to close on or
before April 30, 1997. In the event that the Debt Offering fails to close on
or before such date, the parties agree that the Purchaser may, before the
expiration of the five Business Day period referenced in Section 8.1(c) of the
Purchase Agreement, deliver notice to the Escrow Agent (and a copy thereof to
the Seller) of the Purchaser's election to proceed to consummate the sale and
purchase of the Shares in accordance with the provisions of Section 8.1(c) of
the Purchase Agreement. Such notice shall be in the form attached hereto as
Exhibit D. In such event, the Escrow Agent shall, as promptly as practicable
after receipt of the Purchaser's notice pursuant to this Section 3(c),
liquidate all investments in the Escrow Fund and comply with the provisions of
clauses (i) and (ii) of Section 3(b) above and immediately after accomplishing
the items set forth in (i) and (ii) above, provide the Seller and the Purchaser
with written notice in the form attached hereto as Exhibit C.
(d) Upon the termination of the Purchase Agreement, the
Seller or the Purchaser shall notify the Escrow Agent in writing to such
effect, and the Escrow Agent shall, as promptly as practicable after its
receipt of such notice: (i) liquidate all investments in the Escrow Fund and
pay in full to the Purchaser in immediately available funds all such amounts as
shall be received upon the liquidation of such investments (and any and all
other amounts then on deposit in the Escrow Fund); and (ii) return the
Certificate to the Seller.
4. Maintenance of the Escrow Fund and Certificate;
Termination of the Escrow Fund. (a) The Escrow Agent shall continue to
maintain the Escrow Fund and hold the Certificate until the earlier of (i) the
time at which the Escrow Fund is disbursed and the Certificate is delivered in
accordance with Section 3 and (ii) the termination of this Agreement.
(b) Unless otherwise directed in writing signed by both
the Seller and the Purchaser, the Escrow Agent shall invest and reinvest moneys
on deposit in the Escrow Fund only in the BT Institutional Cash Management
Fund.
Notwithstanding the foregoing, the Escrow Agent shall have the power
to sell or liquidate the foregoing investments whenever the Escrow Agent shall
be required to release all or any portion of the Escrow Fund pursuant to
Section 3 hereof. The Escrow Agent shall not have any liability for any loss
suffered as a result of any investment made as provided above, any liquidation
of any such investment prior to its maturity, or the failure of any authorized
person of the Seller and the Purchaser to give the Escrow Agent any written
instruction to invest or reinvest the Escrow Fund or any earnings thereon.
5. Assignment; Successors. This Agreement may not be
assigned by operation of Law or otherwise without the express written consent
of the other parties hereto
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(which consent may be granted or withheld in the sole discretion of such other
parties); provided, however, that the Purchaser may, without the consent of the
other parties, assign this Agreement prior to the disbursement of the Escrow
Fund and delivery of the Certificate pursuant to Section 3 above to SCANA
Corporation or to a subsidiary controlled by SCANA Corporation to which the
Purchaser has assigned any of its rights under the Purchase Agreement, but no
such assignment shall relieve the Purchaser of any of its obligations under
this Agreement. This Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their permitted assigns.
6. Escrow Agent. (a) Except as expressly contemplated
by this Agreement or by joint written instructions from the Purchaser and the
Seller, the Escrow Agent shall not sell, transfer or otherwise dispose of in
any manner all or any portion of the Escrow Fund or the Certificate, except
pursuant to an order of a court of competent jurisdiction.
(b) The duties and obligations of the Escrow Agent shall
be determined solely by this Agreement, and the Escrow Agent shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement. 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 in connection
herewith, including but not limited to the Purchase Agreement.
(c) In the performance of its duties hereunder, the
Escrow Agent shall be entitled to rely upon any document, instrument or
signature believed by it in good faith to be genuine and signed by any party
hereto or an authorized officer or agent thereof, and shall not be required to
investigate the truth or accuracy of any statement contained in any such
document or instrument. The Escrow Agent may assume that any Person purporting
to give any notice in accordance with the provisions of this Agreement has been
duly authorized to do so. The Escrow Agent shall have no responsibility for
the contents of any such writing contemplated herein and may conclusively rely
without any liability upon the contents thereof.
(d) The Escrow Agent shall not be liable for any error of
judgment, or any action taken, suffered or omitted to be taken, hereunder
except in the case of its gross negligence, bad faith or willful misconduct.
The Escrow Agent may consult with counsel of its own choice and shall have full
and complete authorization and protection for any action taken or suffered by
it hereunder in good faith and in accordance with the opinion of such counsel.
(e) The Escrow Agent shall have no duty as to the
collection or protection of the Escrow Fund or income thereon or the
Certificate, nor as to the preservation of any rights pertaining thereto,
beyond the safe custody of any such property actually in its possession.
(f) As compensation for its services to be rendered under
this Agreement, for each year or any portion thereof, the Escrow Agent has
received a fee from the Seller in the amount specified in Schedule A to this
Agreement and such payment and receipt thereof by the Escrow Agent is hereby
acknowledged by the Escrow Agent. The Escrow Agent shall also be reimbursed
upon request for all expenses, disbursements and advances, including reasonable
fees of outside counsel, if any, incurred or made by it in connection with the
preparation of this
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Agreement and the carrying out of its duties under this Agreement. All such
fees and expenses shall be the responsibility of the Seller.
(g) To the extent that the Escrow Agent becomes liable
for the payment of taxes, including withholding taxes, in respect of income
derived from the investment of funds held hereunder and/or possession of the
Certificate or any payment made hereunder, the Escrow Agent may pay such taxes.
The Escrow Agent may withhold from any payment of monies held by it hereunder
such amount, as directed by the Seller and the Purchaser in writing, to be
sufficient to provide for the payment of such taxes not yet paid, and may use
the sum withheld for that purpose. The Escrow Agent shall be indemnified by
the Seller and held harmless against any liability for taxes and for any
penalties or interest in respect of taxes on such investment income and/or with
respect to the possession of the Certificate or payments in the manner provided
in Section 6(h). Each of the Seller and the Purchaser shall furnish to Escrow
Agent such information as may be reasonably requested by the Escrow Agent so
that the Escrow Agent may prepare and file with the Internal Revenue Service
any required tax reports.
(h) The Seller shall reimburse and indemnify the Escrow
Agent its employees, directors, officers and agents for, and hold each harmless
against, any loss, liability or expense, including, without limitation,
reasonable attorneys' fees, incurred without gross negligence, bad faith or
willful misconduct on the part of the Escrow Agent arising out of, or in
connection with the acceptance of, or the performance of, its duties and
obligations under this Agreement; provided that the Purchaser shall reimburse
and indemnify the Escrow Agent for, and hold it harmless against, any such
loss, liability or expense incurred as a result of gross negligence, bad faith
or willful misconduct on the part of the Purchaser. Promptly after the receipt
by the Escrow Agent of notice of any demand or claim or the commencement of any
action, suit or proceeding, the Escrow Agent shall, if a claim in respect
thereof is to be made against any of the other parties hereto, notify such
other parties thereof in writing; but the failure by the Escrow Agent to give
such notice shall not relieve such party from any liability which it may have
to the Escrow Agent hereunder, except to the extent such indemnifying party is
materially prejudiced by such failure. For the purposes hereof, the term
"expense or loss" shall include all amounts paid or payable to satisfy any
claim, demand or liability, or in settlement of any claim, demand, action, suit
or proceeding settled with the express written consent of the indemnifying
party, and all reasonable costs and expenses, including, but not limited to,
counsel fees and disbursements paid or incurred in investigating or defending
against any such claim, demand, action, suit or proceeding. The Escrow Agent
shall have no right of setoff under this Agreement or otherwise against amounts
in the Escrow Fund or against the Certificate.
(i) The Escrow Agent may at any time resign by giving
twenty Business Days' prior written notice of resignation to the Seller and the
Purchaser. The Seller and the Purchaser may at any time jointly remove the
Escrow Agent by giving ten Business Days' prior written notice signed by each
of them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a
successor Escrow Agent, which shall be a bank or trust company having assets in
excess of $2 billion, shall be appointed by the Seller and the Purchaser by
written instrument executed by the Seller and the Purchaser and delivered to
the Escrow Agent and to such successor Escrow Agent and, thereupon, the
resignation or removal of the predecessor Escrow Agent shall become effective
and such successor Escrow Agent, without any further act, deed
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or conveyance, shall become vested with all right, title and interest to all
cash and property held hereunder of such predecessor Escrow Agent, and such
predecessor Escrow Agent shall, on the written request of the Seller, the
Purchaser or the successor Escrow Agent, execute and deliver to such successor
Escrow Agent all the right, title and interest hereunder in and to the Escrow
Fund and the Certificate of such predecessor Escrow Agent and all other rights
hereunder of such predecessor Escrow Agent. If no successor Escrow Agent shall
have been appointed within twenty Business Days of a notice of resignation by
the Escrow Agent, the Escrow Agent's sole responsibility shall thereafter be to
hold the Escrow Fund and the Certificate until its receipt of designation of a
successor Escrow Agent, and the Escrow Agent shall be entitled to apply to a
court of competent jurisdiction for the appointment of a successor. Upon its
resignation and delivery of the Escrow Fund and the Certificate as set forth
above, the Escrow Agent shall be discharged from any and all further
obligations arising in connection with the escrow contemplated by this
Agreement.
7. Termination. This Escrow Agreement shall terminate
on the date on which there is no property remaining in the Escrow Fund and the
Certificate has been delivered or returned in accordance with Section 3;
provided that the rights of the Escrow Agent and the other parties hereto under
Section 6 shall survive the termination hereof and the resignation or removal
of the Escrow Agent; provided further that nothing herein shall relieve any
party from liability for any breach of this Agreement.
8. Further Assurances. From time to time on and after
the date hereof, the other parties hereto shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall
do and cause to be done such further acts as the Escrow Agent shall reasonably
request (it being understood that the Escrow Agent shall have no obligation to
make any such request) to carry out more effectively the provisions and
purposes of this Agreement, to evidence compliance herewith or to secure itself
that it is protected in acting hereunder.
9. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by delivery
in person, by courier service, by telecopy or by
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registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
9):
(a) if to the Seller:
InterCel, Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxx, Xx.
with a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx, L.L.P.
000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxx, Esq.
(b) if to the Purchaser:
Scana Communications, Inc
c/o SCANA Corporation
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxx
with a copy to:
Scana Communications, Inc
c/o SCANA Corporation
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: X. Xxxxxx Xxxxxx XX, Esq.
(c) if to the Escrow Agent, to:
Bankers Trust Company
0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Corporate Trust and Agency Group
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with a copy (which shall not constitute notice) to:
LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxx, Esq.
(d) if to the lead placement agent under the Debt
Offering Memorandum to:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxxx
The parties acknowledge and agree that the identity and address of the
lead placement agent under the Debt Offering Memorandum are subject to change
solely upon the delivery of notice by the Seller to the parties hereto of such
change.
10. Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect
in any way the meaning or interpretation of this Agreement.
11. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic and legal
substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated by this Agreement
are consummated as originally contemplated to the greatest extent possible.
12. Entire Agreement. This Agreement and the Purchase
Agreement constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and undertakings,
both written and oral, among the Seller, the Purchaser and the Escrow Agent
with respect to the subject matter hereof.
13. No Third Party Beneficiaries. This Agreement is for
the sole benefit of the parties hereto and their permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other
Person any legal or equitable right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.
14. Amendment. This Agreement may not be amended or
modified except: (i) by an instrument in writing signed by, or on behalf of,
the Seller, the Purchaser and the Escrow Agent; or (ii) by a waiver in
accordance with Section 15 of this Agreement.
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15. Waiver. Any party hereto (the "Waiving Party") may:
(i) extend the time for the performance of any obligation or other act of any
other party hereto owed to the Waiving Party; or (ii) waive compliance with any
agreement or condition contained herein, (it being understood and agreed that
such an extension or waiver shall not constitute, by itself, an extension or
waiver by any other party hereto of any such obligation, act, agreement or
condition owed to, or for the benefit of, such third party). Any such
extension or waiver shall be valid only if set forth in an instrument in
writing signed by the party or parties to be bound thereby. Any waiver of any
term or condition shall not be construed as a waiver of any subsequent breach
or a subsequent waiver of the same term or condition, or a waiver of any other
term or condition, of this Agreement. The failure of any party to assert any
of its rights hereunder shall not constitute a waiver of any of such rights.
16. Governing Law. This Agreement shall be governed by
the laws of the State of New York.
17. Counterparts. This Agreement may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which when taken together shall constitute one and the same agreement.
SIGNATURES BEGIN ON NEXT PAGE
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.
INTERCEL, INC.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: President and Chief Executive
Officer
SCANA COMMUNICATIONS, INC.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Chief
Financial Officer
BANKERS TRUST COMPANY
By /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Treasurer
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Exhibit A
INSTRUCTIONS TO THE ESCROW AGENT
March 14, 1997
Bankers Trust Company, as Escrow Agent
under the Escrow Agreement
referred to below
0 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Pursuant to the terms of the Escrow Agreement (the "Escrow Agreement")
dated as of March 14, 1997 among InterCel, Inc., Scana Communications, Inc. and
Bankers Trust Company, as Escrow Agent, you are hereby directed to hold in
escrow the sum of $22,500,000 and InterCel, Inc. Series D preferred stock
certificate number 1D in accordance with the terms of the Escrow Agreement.
INTERCEL, INC.
By
-------------------------------------
Name:
Title:
SCANA COMMUNICATIONS, INC.
By
-------------------------------------
Name:
Title:
Agreed to and received as of
this __ day of ______, 1997
BANKERS TRUST COMPANY,
as Escrow Agent
By:
------------------------------
Name:
Title:
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Exhibit B
JOINT INSTRUCTIONS TO ESCROW AGENT
Bankers Trust Company, as Escrow Agent
under the Escrow Agreement referred to below
0 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Pursuant to the terms of the Escrow Agreement (the "Escrow Agreement")
dated as of March 14, 1997 among InterCel, Inc., SCANA Communications, Inc. and
Bankers Trust Company, as Escrow Agent thereunder, you are hereby directed to
promptly liquidate all investments in the Escrow Fund. Furthermore, upon your
receipt of the Placement Agent Confirmation you are hereby directed to disburse
the monies received upon such liquidation of the Escrow Fund and deliver the
Certificate as directed in Section 3 of the Escrow Agreement. The monies
received upon liquidation of the Escrow Fund shall be delivered to the Seller
by wire transfer to: ________________. The Certificate shall be delivered to
SCANA Communications, Inc., 0000 Xxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention:
Xxxxx Xxxxx, telephone number (000) 000-0000 via overnight delivery. The
proposed date for closing of the Debt Offering pursuant to the Debt Offering
Memorandum is _______________, 1997 (the "Proposed Offering Closing Date").
All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Escrow Agreement.
INTERCEL, INC.
By
-------------------------------------
Name:
Title:
SCANA COMMUNICATIONS, INC.
By
-------------------------------------
Name:
Title:
Agreed to and accepted as of
this __ day of ______, 1997
BANKERS TRUST COMPANY,
as Escrow Agent
By:
------------------------------
Name:
Title:
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Exhibit C
ESCROW AGENT NOTICE REGARDING DISBURSEMENT AND DELIVERY
InterCel, Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxx, Xx.
[Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxxx]
[SCANA Communications, Inc.
0000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxx]
Re: Disbursement of Escrow Fund Proceeds and Delivery of Certificate
Ladies and Gentlemen:
Pursuant to the terms of the Escrow Agreement (the "Escrow Agreement")
dated as of March 14, 1997 among InterCel, Inc., SCANA Communications, Inc. and
Bankers Trust Company, as Escrow Agent thereunder, we hereby notify you that we
have delivered the proceeds of the Escrow Fund to the Seller in accordance with
Section 3 of the Escrow Agreement, and contemporaneous with such delivery of
funds to the Seller, we have deposited the Certificate with an overnight
delivery service to be delivered to the Purchaser.
All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Escrow Agreement.
BANKERS TRUST COMPANY,
as Escrow Agent
By:
-------------------------------------
Name:
Title:
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Exhibit D
PURCHASER NOTICE TO ESCROW AGENT
Bankers Trust Company, as Escrow Agent
under the Escrow Agreement referred to below
0 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Pursuant to the terms of the Escrow Agreement (the "Escrow Agreement")
dated as of March 14, 1997 among InterCel, Inc., SCANA Communications, Inc. and
Bankers Trust Company, as Escrow Agent thereunder, you are hereby notified of
the Purchaser's election to proceed with the disbursement of the Escrow Fund
proceeds to the Seller. Thus, you are hereby directed to promptly liquidate
all investments in the Escrow Fund, to disburse the monies received upon such
liquidation of the Escrow Fund and to deliver the Certificate to the Purchaser
at SCANA Communications, Inc., 0000 Xxxx Xxxxxx, Xxxxxxxx, XX 00000,
Attention: Xxxxx Xxxxx, telephone number (000) 000-0000 via overnight delivery
in accordance with the provisions of Section 3(c) of the Escrow Agreement.
Attached to this notice is the Seller's notice to the Purchaser which has been
delivered to the Purchaser pursuant to Section 8.1(c) of the Purchase
Agreement. In addition, the Purchaser hereby represents and warrants that this
notice is being properly given pursuant to the terms and provisions of the
Purchase Agreement and the Escrow Agreement.
All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Escrow Agreement.
SCANA COMMUNICATIONS, INC.
By
------------------------------------
Name:
Title:
Agreed to and accepted as of
this __ day of ______, 1997
BANKERS TRUST COMPANY,
as Escrow Agent
By:
------------------------------
Name:
Title:
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