Generation Capital Associates
1085 Riverside Trace
Atlanta, GA 30328
Tel 404/303-8450 Fax 404/255-2218
Regent Energy Corporation.
Financing Terms Agreement
Dated as of March 1, 2001
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1. Issuer: Regent Energy Corporation, a Nevada corporation (fka Vulcan
Minerals & Energy, Inc., fka Playa Minerals & Energy, Inc.)
(Regent or Company) with its principal office located at:
650 North Sam Houston Parkway E., Suite 500
Houston, TX 77060
Tel 281/931-3800
Fax 281/272-2987
Email playa@pdq.net
2. Purchaser(s) Generation Capital Associates (GCA) and/or other accredited
investors (Collectively " Purchaser(s)")
3. Securities: (a) Subordinated Convertible Notes (Note(s)) convertible
into shares of the common stock of Regent (Common Stock or
Regent Shares). The Note(s) shall have a maturity date of
six months; the unconverted principal balance and any
accrued and unpaid interest shall be due and payable in cash
on such date. The maturity date of the Note(s) shall be
automatically extended for up to twenty-four (24) one-month
periods, unless the Purchaser(s) or any subsequent holder,
(Holder(s)) notifies the Company in writing not less than
ten (10) days prior to any expiration that the Note(s) will
not be extended.
(b) Warrants - For each $100,000 of note principal
Purchaser(s) shall be issued 25,000 warrants ( Warrants)
exercisable for five years from the date of issue at the
Conversion Price (as defined herein). The Regent Warrants
shall be exercisable for cash; however, if the underlying
shares (Regent Warrants Shares) may not be sold without
restriction pursuant to an effective registration statement
with current prospectus available, the exercise may be
"cashless," at the option of the warrant holder.
(c) In lieu of a document preparation fee of up to $1,300.00
Regent shall issue to GCA up to 130,000 Regent Warrants
exercisable for five years from the date of issue: 80,000
Regent Warrants at the closing of the First Traunch and up
to 50,000 Regent Warrants at the Closings, if any, of the
Second Traunch, in whole or part, at the rate of 10,000
Regent Warrants per $100,000 of note principal.
4. Escrow Agent: David A. Rapaport, General Counsel of GCA shall serve as
escrow agent (Escrow Agent) in accordance with the terms of
the Joint Escrow Instructions attached hereto as Exhibit A.
5. Investment Size: (a) Up to $1,300,000. (Purchase Price) in two traunches:
$800,000 as a First Traunch; and all or any part of $500,000
as a Second Traunch. The Second Traunch may consist of one
or more sub-traunches and there may be one or more Second
Traunch Closings.
(b) The First Traunch shall close on or about March 31, 2001
(First Traunch Closing Date and First Traunch Note) subject
to the conditions set forth in Section 17 below.
(c) The Second Traunch (or any part of the Second Traunch)
shall close as soon as reasonably practicable, at the option
of GCA and/or other Purchaser(s), to be exercised in their
sole discretion, pursuant to written notice(s) from
Purchaser(s) sent to Regent and Escrow Agent, (Second
Traunch Notice), not later than ninety (90) days from the
First Traunch Closing Date; provided that (i) Regent has
provided to GCA a certificate that the representations and
warranties in Section 15 are true and correct on and as of
any Second Traunch Closing Date (ii) Regent has delivered to
GCA an update to any Second Traunch Closing Date of the
legal opinion referenced in Section 17(a); (iii) the
Registration Statement required by Section 11 has become
effective with a current prospectus available at any Second
Traunch Closing Date; and (iv) the Regent Shares and Regent
Warrants are listed for trading on a national securities
exchange or quoted on the NASD OTCBB at the time of any
Second Traunch Closing. Purchaser(s) shall have the right,
exercisable in their sole discretion, to waive any and all
of the above conditions.
(d) If within five (5) business days of the giving of a
Second Traunch Notice, Regent is not in compliance with the
conditions of Section 5(c) so that such Second Traunch
Closing is effected, the Purchaser(s) who have sent such
Second Traunch Notice shall have ten (10) business days
following receipt of written notice from Escrow Agent that
Regent has complied with the conditions of Section 5(c)
(Second Traunch Closing Notice) to notify Escrow Agent in
writing that such Purchaser(s) wish to proceed with such
Second Traunch Closing. If Escrow Agent has not received
written notice from such Purchaser(s) that it wishes to
proceed with such Second Traunch Closing by the tenth (10th)
business day following the giving of such Second Traunch
Closing Notice, Escrow Agent shall give written notice to
Regent that such Second Traunch Closing has been cancelled
and shall promptly return any funds being held by Escrow
Agent for such Second Traunch Closing to the appropriate
Purchaser(s). At any time following such five (5) business
day period until the tenth (10th) business day following the
sending of a Second Traunch Closing Notice, Purchasers may
notify Escrow Agent in writing that they wish to cancel a
Second Traunch Closing.
(e) GCA and/or other Purchaser(s) shall deposit with Escrow
Agent the full amount of any Second Traunch Note(s) within
one business day from the giving of any Second Traunch
Notice.
6. Placement Agent: Regent and GCA acknowledge that Bathgate McColley Capital
Group, LLC has acted as the sole placement agent (Placement
Agent) in arranging this transaction and that the Placement
Agent shall be compensated solely by Regent in accordance
with the terms of a separate agreement between Regent and
Placement Agent dated as of the date hereof. [Five per cent
of principal of Notes purchased plus 10,000 Regent Warrants
for each $100,000 of note principal].
7. Conversion: (a) The Note(s) issued in each traunch are convertible into
Regent Shares at any time after the closing date of such
traunch. The "Effective Date" of each conversion shall be
the date set forth on the conversion notice (Conversion
Notice), provided such Conversion Notice is received by
Escrow Agent and the Company, via U.S. mail, facsimile,
overnight courier, or hand delivery no later than the fifth
business day after such date.
(b) The price at which the Note(s) shall be converted
(Conversion Price) is $1.50 per share of Regent Common
Stock, subject to reduction as set forth below.
(c) The Conversion Price shall be proportionately reduced
(but not increased) in the event of a stock split,
recapitalization or reorganization of Regent.
(d) Regent may force the conversion of all or part of the
Note(s) (Mandatory Conversion) on not less than ten (10) nor
more than twenty (20) days written notice (Mandatory
Conversion Notice) to Purchasers and/or Holder(s) provided
that: (i) the closing bid price of Regent common stock for
the ninety (90) days immediately preceding the sending of a
Mandatory Conversion Notice (Measurement Period) has been at
least $4.50: (ii) the Regent common stock and Regent
Warrants have been and are quoted on a national securities
exchange or the NASD OTCBB continuously from the
commencement of the Measurement Period up to and including
the date set for any Mandatory Conversion: (iii) the
Registration Statement (as defined in Section 11 herein)
which provides for the resale of the Regent Shares, Regent
Warrants, and Regent Warrants Shares has been and remains
effective, with a current prospectus available, from the
commencement of the Measurement Period up to and including,
the date set for any Mandatory Conversion or, the Regent
Shares, Regent Warrants, and Regent Warrants Shares have
been and remain eligible for sale under SEC Rule 144
(subject only to Purchaser(s) and/or Holder(s) compliance
with the Form 144 filing and manner of sale requirements of
such rule) from the commencement of the Measurement Period
up to and including the date set for any Mandatory
Conversion.
8. Interest: Interest on the Note(s) shall be payable monthly in arrears
at the rate of six per cent (6%) per annum based on 365
days. The first interest payment on the First Traunch
Note(s) shall be April 2, 2001. The first interest payment
on the Second Traunch Note(s) (if issued) shall be the first
business day of the month following the closing(s) of the
Second Traunch, if such day is on or before the 15th day of
the month, or the first business day of the second month
following the closing(s) of the Second Traunch, if such day
is after the 15th day of the month.
9. Subordination: The payment of the Note(s) shall be subordinate in payment
to Regent's Credit Agreement dated November 14, 2000 with
Bank One, Texas, National Association (Credit Facility);
provided that such subordination shall not prevent payment
of the principal and/or interest on the Note(s) so long as
there is no material default on the Credit Facility prior to
or as a result of any such payment.
10. Securities Act The Note(s) and the Regent Warrants are being issued without
Exemption: registration under the Securities Act of 1933 (Securities
Act) in reliance on the exemption provided by Section 4 (2)
of the Securities Act.
11. Securities Act (a) Regent shall file a registration statement (Registration
Registration: Statement) including the Regent Shares, Regent Warrants and
the Regent Warrants Shares not later than April 30, 2001
(Filing Date Deadline) and shall use its reasonable best
efforts to cause such Registration Statement to be declared
effective with a current prospectus available within
seventy-six (76) days of the filing date. (Effective Date
Deadline).
(b) If the Registration Statement is not filed by the Filing
Date Deadline and/or is not effective by the Effective Date
Deadline, the Conversion Price shall be reduced 5% for the
first month or part thereof of any delay, and 3% for each
additional month or part thereof of any delay, for a maximum
of twenty-four (24) months from the First Traunch Closing
Date; provided, however, there shall only be one reduction
in the Conversion Price in any such month.
(c) Regent shall maintain the effectiveness of the
Registration Statement with a current prospectus available
until the earlier of 30 days following (i) the latter of two
years from the First Traunch Closing or the last Second
Traunch Closing, if any, or (ii) sale of all of the Regent
Shares, Regent Warrants and Regent Warrants Shares in the
public markets.
12. Transfer- The Note(s), the Regent Shares, the Regent Warrants and the
ability: Regent Warrants Shares shall be freely transferable by the
Purchaser(s) or any subsequent Holder(s) provided such
transfer is in compliance with applicable United States and
state securities laws.
13. Limitations: No Purchaser(s) or Holder(s) of the Note(s) or Regent
Warrants shall be permitted to convert the Note(s) and/or
exercise any Regent Warrants to the extent that such
conversion or exercise would cause any Holder(s) to be the
beneficial owner of more than 5% of the then outstanding
Regent Common Stock, at that given time. This limitation
shall not be deemed to prevent any Holder(s) from acquiring
more than an aggregate of 5% of the Common Stock, so long as
such Holder(s) does not beneficially own, or have the right
to beneficially own, more than 5% of Regent Common Stock, at
any given time.
14. Escrow of (a) Purchaser(s) have deposited the First Traunch Purchase
Purchase Price, Price with Escrow Agent. Purchaser(s) shall deposit the
Common Stock, Second Traunch Closing Price with Escrow Agent concurrently
Note(s), with the sending of written notice to Regent of its intent
Regent to purchase the Second Traunch Warrants and Regent Note(s).
Warrants and
Regent Warrant
Shares:
(b) To facilitate the delivery of the Note(s) the Company
shall deliver to the Escrow Agent within three (3) business
days of the mutual execution of this Financing Terms
Agreement, twelve (12) Notes which have been duly executed
by the Company but which are blank as to name and address of
the Purchaser(s), principal amount and date of issuance
(Issue Date).
(c) The Escrow Agent shall upon receipt of good funds for
the purchase of a Note(s) fill in the name and address of
the Purchaser(s), principal amount and Issue Date. The
Escrow Agent shall deliver the completed Note(s) to the
Purchaser(s) and the escrowed funds together with a copy of
the completed Note(s) to the Company. Upon the later of one
hundred (100) days from the First Traunch Closing; the
issuance of the entire $1,300,000 of Notes; or the date upon
which it is finally determined that there will be no further
Second Traunch Closings, the Escrow Agent shall return any
remaining unissued blank Notes to the Company.
(d) To facilitate the delivery of the Regent Warrants, the
Company shall deliver to the Escrow Agent within three (3)
business days of the mutual execution of this Financing
Terms Agreement, twelve (12) Regent Warrants forms which
have been duly executed by the Company but which are blank
as to number of warrants, name and address of the
Purchaser(s) and date of issue.
(e) The Escrow Agent shall at the time of the First Traunch
Closing and/or the Second Traunch Closings, if any, in whole
or part, complete the Regent Warrants forms as set forth in
Section 3 (b) and (c) and Section 5. The Escrow Agent shall
deliver the completed Regent Warrants forms to the owners
thereof with a copy of the completed Regent Warrants forms
to the Company. Upon the later of one hundred (100) days
from the First Traunch Closing; the issuance of the entire
$1,300,000 of Notes; or the date upon which it is finally
determined that there will be no further Second Traunch
Closings, the Escrow Agent shall return any remaining
unissued Regent Warrants forms to the Company.
(f) To facilitate the delivery of the Regent Shares upon any
conversion of the Note(s) in whole or in part or the full or
partial exercise of the Regent Warrants, Regent will issue
certificates in the name of Escrow Agent (Escrow Shares) for: (i)
the maximum number of Regent Shares issuable upon conversion of
the Note(s); and (ii) the maximum number of Regent Warrants
Shares.
(g) Regent will deliver to Escrow Agent, at the address listed
below certificates without legend in the name of Escrow Agent for
such Escrow Shares:
David A. Rapaport, Esq.
333 Sandy Springs Circle, Suite 230
Atlanta, GA 30328
Tel: 404/257-9150
Fax: 404/257-9125
Email: drapaport@hcfmgmt.com
(h) The Escrow Agent shall, upon receipt of certificates for the
Escrow Shares, deposit such shares in his securities brokerage
account (Escrow Account) at Deutsche Bank (DB). At the request of
DB, Regent will take all necessary actions to cause the Escrow
Shares to be transferred promptly into the "street name" of DB's
securities depository.
(i) In the event of the adjustment of the Conversion Price
pursuant to Section 11 (b) Regent, upon the written request of
any Purchaser(s) and/or Escrow Agent, shall deliver to Escrow
Agent certificates for the number of additional Escrow Shares
(Additional Escrow Shares) required as a result of such
Conversion Price adjustment. The failure of the Company to
deliver such Additional Escrow Shares within ten days of such
demand shall be a material default of the Note(s) and in addition
to any other remedies, including without limitation specific
performance (to which Holder(s) are hereby entitled), shall
entitle each Purchaser or Holder(s) to ten percent (10%) more
shares (Late Delivery Shares) for each month or part thereof past
ten (10) days from such demand.
(j) In the event GCA and/or other Purchaser(s) do not send
written notice to purchase, any or all of the Second Traunch Note
(with applicable funds paid to the Escrow Agent) within ninety
(90) days following the First Traunch Closing Date, Escrow Agent
shall return to Regent the applicable Escrow Shares.
(k) Upon the earlier of (i) thirty (30) days after the date upon
which the last remaining Note(s) has been fully converted into
Regent Shares, with interest paid in full; or (ii) the full
payment of the remaining principal and interest balance of the
Note(s), the Escrow Agent shall return any remaining Escrow
Shares to Regent except for Escrow Shares to be held until the
earlier of the full exercise of the Regent Warrants or the
expiration of the Regent Warrants.
(l) If at any time the Escrow Agent is required to deliver Escrow
Shares that have not been registered or may not be sold under
Rule 144, the Escrow Agent shall cause Regent or its transfer
agent to place a standard restrictive legend on the certificates
for such shares prior to transfer and delivery to Holder(s).
(m) (i) On the First Traunch Closing Date the Escrow Agent will
assign Bank One Money Market Account No. 1596027803 (with a
principal balance of $800,000) to Regent; (ii) On the Second
Traunch Closing Date(s), the Escrow Agent shall wire the Purchase
Price to Regent in accordance with its written instructions and
shall continue to hold the Escrow Shares for the benefit of
Holder(s).
(n) Upon the earlier of the full exercise of the Regent Warrants
or the expiration of the Regent Warrants, the Escrow Agent shall
return any remaining Escrow Shares to Regent.
15. Repre- Regent makes the following representations, warranties and
senta- covenants:
tions,
Warranties (a) Organization, Good Standing and Power. The Company is a
and corporation duly incorporated, validly existing and in good
Covenants standing under the laws of the State of Nevada and has the
of Regent requisite corporate power to own, lease and operate its
properties and assets and to conduct its business as it is now
being conducted.
(b) Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and perform this
Agreement and to issue and sell the Note(s) and the Regent
Warrants in accordance with the terms hereof. The execution,
delivery and performance of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby and
thereby have been duly and validly authorized by all necessary
corporate action, and no further consent or authorization of the
Company, its Board of Directors, stockholders, or any other
person is required. This Agreement has been duly executed and
delivered by the Company. This Agreement constitutes a valid and
binding obligation of the Company enforceable against the Company
in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership or similar
laws relating to, or affecting generally the enforcement of,
creditor's rights and remedies or by other equitable principles
of general application.
(c) Capitalization. Regent represents and warrants that it has
100,000,000 shares of Common Stock authorized; and no more than
15,200,000 shares have been issued and are outstanding (exclusive
of the shares of Common Stock and Regent Warrant Shares issuable
in accordance with this Agreement); and Regent has no shares of
preferred stock authorized and no shares of preferred stock are
issued and outstanding; no more than 110,000 shares of Common
Stock are reserved for issuance pursuant to stock options at a
weighted average of $2.00 per share, 500,000 shares of common
stock are reserved for warrants (exclusive of the Regent
Warrants), to be issued in conjunction with future financings
with an exercise price equal to, or greater than the purchase
price of the common stock to be issued in such future financings;
provided, however, that as long as Purchaser(s) and/or Holder(s)
beneficially own Regent Shares, Regent Warrants, or Regent
Warrants Shares, such financings shall not be for less than $2.50
per share without the prior written consent Warranties and
Covenants of GCA. No shares of common stock are reserved for
convertible debt (exclusive of the of Note(s)); and no shares of
common stock are reserved for conversion of preferred stock, or
for any other purpose.
(d) Issuance of the Regent Shares, the Regent Warrants and the
Regent Warrants Shares. The Regent Shares when issued upon
conversion of the Note(s), the Regent Warrants, and the Regent
Warrants Shares when issued upon the exercise of the Regent
Warrants, have been duly authorized by all necessary corporate
action and when delivered in accordance with the terms thereof,
and pursuant to the Escrow Agreement will be validly issued and
outstanding, fully paid and non-assessable.
(e) Maintenance of Current Filer Status. Commencing from the
First Traunch Closing Date until the earlier of (i) two years
from the latter of the First Traunch Closing Date, or the last
Second Traunch Closing, if any, or (ii) the resale by
Purchaser(s) and/or Holder(s) of all of the Regent Shares, Regent
Warrants or Regent Warrants Shares, and Late Delivery Shares, if
any, Regent shall file all reports required to be filed under the
Securities Exchange Act of 1934 in a timely manner and/or
maintain the effectiveness of the Registration Statement with a
current prospectus so that Purchaser(s) and/or Holder(s) during
each and every trading day of such period are permitted to resell
Regent Shares, Regent Warrants and Regent Warrants Shares and
Late Delivery Escrow Shares, if any, without restriction. Any
breach of this Section 15 (e) shall be subject to the provisions
of Section 11 (b) regarding the reduction in the Conversion
Price.
16. Repre- GCA hereby makes the following representations and warranties to
senta- the Company:
tions and
Warranties (a) Accredited Purchaser. GCA and any other Purchaser qualify as
of GCA: an "accredited investor" as defined in Regulation D promulgated
under the Securities Act.
(b) Organization, Good Standing and Power. GCA is a limited
partnership organized, validly existing and in good standing
under the laws of the State of New York and has the requisite
power to own, lease and operate its properties and assets and to
conduct its business as it is now being conducted.
(c) Authorization; Enforcement. GCA has the requisite power and
authority to enter into and perform this Agreement and to
purchase the Note(s), and the Regent Warrants in accordance with
the terms hereof. The execution, delivery and performance of this
Agreement by GCA and the consummation by it of the transactions
contemplated hereby and thereby have been duly and validly
authorized by all necessary action, and no further consent or
authorization of GCA, its General Partner or its limited partner
is required. This Agreement has been duly executed and delivered
by GCA. This Agreement constitutes, or shall constitute when duly
executed and delivered by all parties thereto, a valid and
binding obligation of GCA enforceable against GCA in accordance
with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws
relating to, or affecting generally the enforcement of,
creditor's rights and remedies or by other equitable principles
of general application.
17. Closing: (a) The closing of the First Traunch (First Traunch Closing Date)
shall occur on or about March 31, 2001 provided Escrow Agent, on
behalf of GCA and other Purchaser(s), has received (i) a legal
opinion from Rod Johnson, Esq. and Jenkens & Gilchrist acceptable
to GCA in its sole discretion in form and substance; (ii)
unlegended certificates for the Escrow Shares; (iii) twelve (12)
fully executed Notes which are blank as to issue date, amount and
name of Purchaser; (iv) twelve (12) fully executed Regents
Warrants forms, which are blank as to issue date, amount and name
of Purchaser; and (v) a letter from Bank One, Texas, National
Association permitting Regent to enter into this Agreement and to
consummate the transactions contemplated hereby.
(b) The closing(s) of the Second Traunch shall occur as soon as
reasonably practicable after the giving of a Second Traunch
Notice and the satisfaction of the conditions set forth in
Section 5(c).
18. Binding The parties shall be legally bound by the above terms and shall
Agreement: execute such further documents as may be required to implement
the provisions of this Agreement, including without limitation
the Note(s) and a Warrant Agreement.
Agreed to and Accepted by:
Regent Energy Corporation
By: /s/ John N. Ehrman March 22, 2001
- -------------------------------------------- ----------------------
John N. Ehrman, J.D., S.P.E. Date
President
Generation Capital Associates
By: /s/ Latrobe J. Laidlaw as of March 22, 2001
- -------------------------------------------- ------------------------------
Latrobe Laidlaw Date
Director of Operations
SIGNATURES CONTINUED ON FOLLOWING PAGE
SIGNATURES CONTINUED FROM PREVIOUS PAGE
Other Purchasers
Scott W. Ryan
- ------------------------------------
Name
/s/ Scott W. Ryan as of March 22, 2001
- ------------------------------------ --------------------
Date
Reconditioned Systems, Inc. March , 2001
- ------------------------------------ ---------------------
Name Date
By: /s/ Dirk D. Anderson as of March 22, 2001
- ------------------------------------ -----------------------
Dirk D. Anderson, CEO Date
Donald J. Zadeck
- ------------------------------------
Name
/s/ Donald J. Zadeck as of March 22, 2001
- ------------------------------------ --------------------
Escrow Agent:
/s/ David A. Rapaport as of March 22, 2001
- ------------------------------------- --------------------
David A. Rapaport Date
EXHIBIT A
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
- --------------------------------------------------------------
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