JOINT ESCROW INSTRUCTIONS
Dated as of March 1, 2001
David A. Rapaport Esq.
333 Sandy Springs Circle, Suite 230
Atlanta, GA 30328
Dear Mr. Rapaport:
As escrow agent for Regent Energy Corporation. (RGEY) and Generation
Capital Associates (GCA), and other purchasers signatory hereto (Purchaser(s))
pursuant to a Financing Terms Agreement dated as of March 1, 2001 to which a
copy of these Joint Escrow Instructions is attached (Agreement), you (Escrow
Agent) are hereby authorized and directed to hold and disburse the Regent
Shares, Regent Warrants, Regent Warrants Shares and Purchase Price funds
delivered to the Escrow Agent pursuant to the terms of the Agreement (Escrow
Property):
1. The Escrow Agent's duties hereunder may be altered, amended, modified or
revoked only by a writing signed by RGEY, Purchaser(s), and the Escrow Agent.
2. The Escrow Agent shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall be protected
in relying or refraining from acting on any instrument reasonably believed by
the Escrow Agent to be genuine and to have been signed or presented by the
proper party or parties. The Escrow Agent shall not be personally liable for any
act the Escrow Agent may do or omit to do hereunder as Escrow Agent while acting
in good faith, except for fraud, willful misconduct, or gross negligence, and
any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow
Agent's attorneys-at-law shall be evidence of such good faith.
3. The Escrow Agent is hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order, judgment
or decree, the Escrow Agent shall not be liable to any of the parties hereto or
to any other person, firm or corporation by reason of such decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.
4. The Escrow Agent shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement, these Joint Escrow Instructions,
or any documents or papers deposited or called for hereunder.
5. The Escrow Agent shall be entitled to employ such legal counsel and
other experts as the Escrow Agent may deem necessary properly to advise the
Escrow Agent in connection with the Escrow Agent's duties hereunder, may rely
upon the advice of such counsel, and may pay such counsel reasonable
compensation therefore. The Escrow Agent has acted as legal counsel for GCA in
connection with the Agreement and may continue to act as legal counsel for GCA,
from time to time, notwithstanding its duties as Escrow Agent hereunder.
Purchaser(s) and RGEY hereby waive any and all claims and allegations of
conflict in relation to the Escrow Agent's continued representation of the GCA
as its attorney.
6. The Escrow Agent's responsibilities as Escrow Agent hereunder shall
terminate if the Escrow Agent shall resign by written notice to the other
parties to the Agreement.. In the event of any such resignation, RGEY and
Purchaser(s) shall appoint a successor Escrow Agent.
7. If the Escrow Agent reasonably requires other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.
8. It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the Escrow Property
held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed
in the Escrow Agent's sole discretion (1) to retain in the Escrow Agent's
possession without liability to anyone, all or any part of the said Escrow
Property until such disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of a
court of competent jurisdiction after the time for appeal has expired and no
appeal has been perfected, but the Escrow Agent shall be under no duty
whatsoever to institute or defend any such proceedings or (2) to deliver the
Escrow Property held by the Escrow Agent hereunder to a state or federal court
having competent subject matter jurisdiction in accordance with the applicable
procedure therefore.
9. RGEY and Purchaser(s) agree jointly and severally to indemnify and hold
harmless the Escrow Agent from any and all claims, liabilities, costs or
expenses in any way arising from or relating to the duties or performance of the
Escrow Agent hereunder other than any such claim, liability, cost or expense to
the extent the same shall have been determined by final, unappealable judgment
of a court of competent jurisdiction to have resulted from fraud, gross
negligence or willful misconduct of the Escrow Agent.
10. In the event of any action or proceeding brought by any party against
another under these Joint Escrow Instructions and/or the Agreement, the
prevailing party or parties shall be entitled to recover all expenses incurred
through the date of final collection, including without limitation, all
attorneys' fees.
11. Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be deemed effectively given upon
personal delivery, overnight courier, facsimile or three business days after
deposit in the United States Postal Service, by registered or certified mail
with postage and fees prepaid, addressed to each of the other parties thereunto
entitled at the addresses listed below their signature, or at such other
addresses as a party may designate by ten days advance written notice to each of
the other parties hereto.
12. This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns and shall
be governed by the laws of the State of Georgia without giving effect to
principles governing the conflicts of laws. A facsimile transmission of these
instructions signed by the Escrow Agent shall be legal and binding on all
parties hereto.
13. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings provided in the Agreement.
Regent Energy Corporation
/s/ John N. Ehrman
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By: John N. Ehrman, President
Regent Energy Corporation
650 North Sam Houston Parkway E., Suite 500
Houston, TX 77060
Tax I.D. 84-1034362
Tel: 281/931-3800
Fax: 281/272-2987
Email: playa@pdq.net
Purchaser(s):
Generation Capital Associates
By: /s/ Latrobe J. Laidlaw
-------------------------------------------------
Latrobe Laidlaw, Director of Operations
Generation Capital Associates
1085 Riverside Trace
Atlanta, GA 30328
Tax I.D. 13-3175117
Tel: 404/303-8450
Fax: 404/255-2218
Scott W. Ryan
/s/ Scott W. Rayn
- -----------------------------------------------------
Scott W. Ryan
111 Presidential Blvd., Suite 246
Bala Cynwyd, PA 19004 Tax I.D.
Tel: 610/333-4477
Fax: 610/668-9307
Email: swryan@aol.com
SIGNATURES CONTINUED ON FOLLOWING PAGE
SIGNATURES CONTINUED FROM PREVIOUS PAGE
Reconditioned Systems, Inc.
By: /s/ Dirk D. Anderson
----------------------------------------------------------
Dirk D. Anderson, Chief Executive Officer
Reconditioned Systems, Inc.
444 West Fairmont
Tempe, AZ 85282
Tax I.D. 86-0576290
Tel: 800/280-5000
Fax: 480/894-1907
Email:
--------------------
Donald J. Zadeck
/s/ Donald J. Zadeck
- --------------------------------------------
Donald J. Zadeck
504 Texas Street
Suite 300
Shreveport, LA 71101
Tax I.D. ###-##-####
Tel: 318/227-1330
Fax: 318/425-8432
Email:
Agreed to and accepted:
Escrow Agent
/s/ David A. Rapaport
- -----------------------------------------------------
David A. Rapaport
333 Sandy Springs Circle
Suite 230
Atlanta, GA 30328
Tel: 404/257-9150
Fax: 404/257-9125
Email: drapaport@hcfmgmt.com