Exhibit 4.3
ESCROW AND SECURITY AGREEMENT
THIS ESCROW AND SECURITY AGREEMENT (this "AGREEMENT"), dated as of March 14,
2001, is by and among AMERICAN CELLULAR CORPORATION, a Delaware corporation (the
"COMPANY"), UNITED STATES TRUST COMPANY OF NEW YORK, a national banking
corporation, as the Trustee under the Indenture (as defined below) (the
"TRUSTEE"), and UNITED STATES TRUST COMPANY OF NEW YORK , a national banking
corporation (in its capacity as escrow agent and securities intermediary, the
"ESCROW AGENT" or "SECURITIES INTERMEDIARY"). Capitalized terms used herein and
not otherwise defined have the meanings assigned to them in the Indenture
described below.
WITNESSETH:
WHEREAS, the Company and Trustee have entered into an Indenture dated as of the
date hereof (as amended, supplemented, restated or otherwise modified from time
to time, the "INDENTURE") pursuant to which the Company will issue $450,000,000
of its 9 1/2% Senior Subordinated Notes due 2009 (as amended, supplemented,
restated, exchanged, replaced or otherwise modified from time to time,
collectively, the "NOTES");
WHEREAS, it is a condition precedent to the purchase of the Notes under that
certain Purchase Agreement dated March 9, 2001 (the "PURCHASE AGREEMENT"),
between the Company and Lehman Brothers Inc., Banc of America Securities LLC,
Barclays Capital Inc., Deutsche Banc Alex. Brown, Dresdner Kleinwort Wasserstein
- - Grantchester, Inc., First Union Securities, Inc., and TD Securities (USA) Inc.
(the "REPRESENTATIVES") relating to the sale and purchase of the Notes that the
Deposit (as defined below) be delivered into escrow pursuant to this Agreement;
WHEREAS, it is a condition precedent to the purchase of the Notes under the
Purchase Agreement that the Company grant to Trustee on behalf of the holders of
the Notes a security interest in the Account and the financial assets and any
free credit balance carried therein; and
WHEREAS, the Company has agreed to place in escrow the Deposit (as defined
below), to be held pursuant to the terms of this Agreement and the Indenture;
WHEREAS, the Securities Intermediary has established a securities account, which
is also an escrow account, number 04000911 at ABA #021-000-021, in the name of
the Company (the "ACCOUNT");
WHEREAS, the Company and the Securities Intermediary are entering into this
Agreement to provide for the control of the Account and to perfect the security
interest of the Trustee in the Account (as defined below) and the financial
assets and any free credit balance carried therein as more fully described in
this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. DEPOSIT; INTEREST
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(a) DEPOSIT BY THE COMPANY. On the date hereof, the
Company shall deliver to the Escrow Agent any cash and Permitted
Investments (as set forth on EXHIBIT A hereto, each a "PERMITTED
INVESTMENT") in an amount so as to be, together with any interest
thereon, sufficient to pay the first four scheduled cash interest
payments on the Notes, as certified by an independent public accounting
firm of national reputation (the "DEPOSIT") previously purchased from a
portion of the net proceeds from the sale of the Notes. The Company
may, at any time and from time to time, substitute any combination of
cash and Permitted Investments for previously deposited cash and
Permitted Investments; provided, however, that such substituted cash
and Permitted Investments must be in an amount so as to, together with
any interest thereon, be sufficient to pay the remaining of the first
four scheduled cash interest payments on the Notes, as certified to the
Escrow Agent by an independent public accounting firm of national
reputation.
(b) INTEREST. Any interest or other profit resulting
from the Deposit shall become part of the Deposit and treated hereunder
as though a part of the original Deposit.
2. RELEASE OF DEPOSIT. The Escrow Agent shall hold the Deposit in
escrow pursuant to this Agreement until authorized hereunder to deliver the
Deposit to the Company in accordance with the requirements of Section 11
hereof.
3. CERTAIN ADDITIONAL AGREEMENTS. The Company and the Trustee shall,
upon request by the Escrow Agent, execute and deliver to the Escrow Agent such
additional written instructions and certificates hereunder as may be reasonably
required by the Escrow Agent to give effect to the provisions of Sections 1 and
2 hereof.
4. THE ACCOUNT. THE PARTIES AGREE AND REPRESENT THAT (A) THE ACCOUNT
HAS BEEN ESTABLISHED IN THE NAME OF THE COMPANY AS RECITED ABOVE, (B) THE
ACCOUNT IS AN ACCOUNT AS TO WHICH FINANCIAL ASSETS ARE OR MAY BE CREDITED, (C)
THE ACCOUNT HAS NO FINANCIAL ASSETS WHICH ARE REGISTERED IN THE NAME OF THE
COMPANY, PAYABLE TO ITS ORDER, OR SPECIALLY ENDORSED TO IT, WHICH HAVE NOT BEEN
ENDORSED TO THE SECURITIES INTERMEDIARY OR IN BLANK, (D) THIS AGREEMENT IS THE
VALID AND LEGALLY BINDING OBLIGATIONS OF THE SECURITIES INTERMEDIARY, (E) EXCEPT
FOR THE CLAIMS AND INTERESTS OF THE TRUSTEE AND OF THE COMPANY IN THE ACCOUNT,
SECURITIES INTERMEDIARY DOES NOT KNOW OF ANY CLAIM TO OR INTEREST IN THE ACCOUNT
OR IN ANY FINANCIAL ASSET CARRIED THEREIN, (F) THE SECURITIES INTERMEDIARY
SHALL, SUBJECT TO THE TERMS OF THIS AGREEMENT, TREAT THE COMPANY AS ENTITLED TO
EXERCISE THE RIGHTS THAT COMPRISE ANY FINANCIAL ASSET CREDITED TO THE ACCOUNT
AND (G) ALL PROPERTY DELIVERED TO THE SECURITIES INTERMEDIARY FOR DEPOSIT TO THE
ACCOUNT WILL PROMPTLY BE CREDITED TO THE ACCOUNT. SECURITIES INTERMEDIARY WILL
TREAT ALL PROPERTY HELD BY IT IN THE ACCOUNT AS FINANCIAL ASSETS UNDER ARTICLE 8
OF THE UNIFORM COMMERCIAL CODE, AS AMENDED (THE "CODE").
5. NO WITHDRAWALS. Securities Intermediary shall neither accept nor
comply with any entitlement order from the Company withdrawing any financial
assets from the Account nor deliver any such financial assets to the Company nor
pay any free credit balance or other amount owing from Securities Intermediary
to the Company, except in the circumstances described in Section 11(b), 11(c) or
11(d) hereof, as applicable, and only if the requirements to such transfer set
forth in Section 11(b), 11(c) or 11(d), as applicable, have been satisfied.
Notwithstanding the
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foregoing sentence or anything to the contrary herein, following delivery to
Securities Intermediary of a Notice of Exclusive Control (as defined below)
from Trustee and, until such Notice of Exclusive Control is withdrawn by the
Trustee, Securities Intermediary shall comply only with entitlement orders
given by Trustee.
6. PRIORITY OF LIEN. The Company hereby grants to the Trustee for the
benefit of the holders of the Notes, to secure obligations of the Company under
the Notes, a first priority security interest in the Account, all financial
assets carried therein, any free credit balance therein and any and all proceeds
of the foregoing (the "COLLATERAL"). Securities Intermediary consents to such
security interest. Securities Intermediary hereby confirms that it will not
advance any margin or other credit to the Company therein, either directly or
indirectly by executing purchase orders in excess of any credit balance or money
market mutual funds held in the Account, executing sell orders on securities not
held in the Account or by executing trades in instruments such as options and
commodities contracts that create similar obligations, nor shall Securities
Intermediary hypothecate any securities carried in the Account. Securities
Intermediary hereby waives and releases all liens, encumbrances, claims and
rights of setoff Securities Intermediary may have against the Account or any
financial asset carried in the Account or any credit balance in the Account and
agrees that, except for payment of its customary fees and commissions, it will
not assert any such lien, encumbrance, claim or right or the priority thereof
against the Account or any financial asset carried in the Account or any credit
balance in the Account. Securities Intermediary will not agree with any third
party that Securities Intermediary will comply with entitlement orders
concerning the Account originated by such third party without the prior written
consent of Trustee and the Company. The Company represents and warrants that,
except for the security interest granted to the Trustee hereby, the Company owns
the Collateral free and clear of any and all liens and claims of others.
7. CONTROL. Securities Intermediary will comply with entitlement orders
originated by Trustee concerning the Account without further consent by the
Company. Except as otherwise provided in Section 5 and 6 above, Securities
Intermediary shall make trades of financial assets held in the Account at the
instruction of the Company, or its authorized representative, and comply with
entitlement orders concerning such trades from the Company, or its authorized
representative in any of the Permitted Investments, until such time as Trustee
delivers a written notice to Securities Intermediary which states that an Event
of Default (as defined in the Indenture) has occurred under the Indenture and
that the Trustee is exercising exclusive control over the Account, unless and
until such notice is withdrawn. Such notice is referred to herein as the "NOTICE
OF EXCLUSIVE CONTROL." After Securities Intermediary receives a Notice of
Exclusive Control, it will immediately cease complying with all instructions or
entitlement orders concerning the Account originated by the Company or its
representative. Trustee agrees with the Company that it shall not deliver a
Notice of Exclusive Control to Securities Intermediary unless and until an Event
of Default shall have occurred and be continuing. Further, Trustee agrees that
it shall not deliver entitlement orders except as provided in Section 11 hereof.
8. STATEMENTS, CONFIRMATIONS AND NOTICES OF ADVERSE CLAIMS.
Securities Intermediary will send copies of all statements, confirmations and
other correspondence concerning the Account simultaneously to the Company and
Trustee at the addresses set forth in Section 12(f) of this Agreement. If any
person asserts any lien, encumbrance or adverse claim
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against the Account or in any financial asset carried therein, Securities
Intermediary will promptly notify the Company and Trustee thereof.
9. SECURITIES INTERMEDIARY AND ESCROW AGENT
(a) Except for advancing margin or other credit to
the Company in violation of Section 6 above, Securities Intermediary
shall have no responsibility or liability to Trustee for making trades
of financial assets held in the Account at the instruction of the
Company, or its authorized representative, or complying with
entitlement orders in accordance with Section 5 above concerning the
Account from the Company, or its authorized representative, which are
received by Securities Intermediary before Securities Intermediary
receives a Notice of Exclusive Control. Securities Intermediary shall
have no responsibility or liability to the Company for complying with a
Notice of Exclusive Control or complying with entitlement orders
concerning the Account originated by Trustee. Securities Intermediary
shall have no duty to investigate or make any determination as to
whether the conditions for the issuance of a Notice of Exclusive
Control contained in any agreement between the Company and the Trustee
have occurred. Neither this Agreement nor the Security Agreement
imposes or creates any obligation or duty of Securities Intermediary
other than those expressly set forth herein.
(b) The Escrow Agent, in its capacity as such, shall
have no duties or responsibilities, including, without limitation, a
duty to review or interpret the Indenture, except those expressly set
forth herein. Except for this Agreement, the Escrow Agent, in its
capacity as such, is not a party to, or bound by, any agreement that
may be required under, evidenced by, or arise out of the Indenture.
(c) If the Escrow Agent shall be uncertain as to its
duties or rights hereunder or shall receive instructions from any of
the undersigned with respect to the Deposit, which, in its opinion, are
in conflict with any of the provisions of this Agreement, it shall be
entitled to refrain from taking any action until it shall be directed
otherwise in writing by a joint written instruction of the Company and
the Trustee or by order of a court of competent jurisdiction. The
Escrow Agent shall be protected in acting upon any notice, request,
waiver, consent, receipt or other document reasonably believed by the
Escrow Agent to be signed by the proper party or parties.
(d) The Escrow Agent, in its capacity as such, shall
not be liable for any error or judgment or for any act done or step
taken or omitted by it in good faith or for any mistake of fact or law,
or for anything that it may do or refrain from doing in connection
herewith, except for its own gross negligence or willful misconduct,
and the Escrow Agent shall have no duties to anyone except the Company
and the Trustee and their respective successors and permitted assigns.
(e) The Escrow Agent may consult legal counsel in the
event of any dispute or question as to the construction of this
Agreement, or the Escrow Agent's duties hereunder, and the Escrow Agent
shall incur no liability and shall be fully protected with
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respect to any action taken or omitted in good faith in accordance
with the opinion and instructions of counsel.
(f) In the event of any disagreement between the
undersigned or any of them, and/or any other person, resulting in
adverse claims and demands being made in connection with or for the
Deposit (other than all claims or demands made pursuant to a duly
delivered Notice of Exclusive Control), the Escrow Agent shall be
entitled at its option to refuse to comply with any such claim or
demand, so long as such disagreement shall continue, and in so doing
the Escrow Agent shall not be or become liable for damages or interest
to the undersigned or any of them or to any person named herein for its
failure or refusal to comply with such conflicting or adverse demands.
The Escrow Agent shall be entitled to continue so to refrain and refuse
so to act until all differences shall have been resolved by agreement
and the Escrow Agent shall have been notified thereof in writing signed
by the Company and the Trustee. In the event of such disagreement which
continues for ninety (90) days or more, the Escrow Agent in its
discretion may, but shall be under no obligation to, file a suit in
interpleader for the purpose of having the respective rights of the
claimants adjudicated and may deposit with the court all documents and
property held hereunder. The Company agrees to pay all reasonable
out-of-pocket costs and expenses incurred by the Escrow Agent in such
action, including reasonable attorneys' fees and disbursements.
(g) The Escrow Agent is hereby indemnified by the
Company from all losses, costs and expenses of any nature incurred by
the Escrow Agent arising out of or in connection with this Agreement or
with the administration of its duties hereunder, unless such losses,
costs or expenses shall have been caused by the Escrow Agent's willful
misconduct or gross negligence. Such indemnification shall survive the
resignation or removal of the Escrow Agent and the termination of this
Agreement until extinguished by any applicable statute of limitations.
(h) The Escrow Agent, in its capacity as such, does
not have any interest in the Deposit deposited hereunder but is serving
as escrow holder only and having only possession thereof. This
paragraph shall survive notwithstanding any termination of this
Agreement or the resignation of the Escrow Agent.
(i) The Escrow Agent (and any successor Escrow Agent)
may at any time resign as such by giving written notice of its
resignation to the parties hereto at least thirty (30) days prior to
the date specified for such resignation to take effect. Upon the
effective date of such resignation, the Deposit shall be delivered by
it to such successor Escrow Agent or as otherwise shall be instructed
in writing by the Company and the Trustee, whereupon the Escrow Agent
shall be discharged of and from any and all further obligations arising
in connection with this Agreement. If at that time the Escrow Agent has
not received such instruction, the Escrow Agent's sole responsibility
after that time shall be to safekeep the Deposit until receipt of a
designation of successor Escrow Agent, or a joint written instruction
as to disposition of the Deposit by the Company and the Trustee or a
final order of a court of competent jurisdiction mandating disposition
of the Deposit.
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(j) The Escrow Agent hereby accepts its appointment
and agrees to act as escrow agent under the terms and conditions of
this Agreement and acknowledges receipt of the Deposit. The Company
agrees to pay to the Escrow Agent as payment in full for its services
hereunder the Escrow Agent's compensation as mutually agreed by the
parties hereto. The Company further agrees to reimburse the Escrow
Agent for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by the Escrow Agent in the performance of its
duties hereunder (including reasonable fees, and out-of-pocket expenses
and disbursements, of its counsel).
10. TAX REPORTING. The Company shall be rsponsible for reporting all
items of income, gain, expense and loss recognized in the Account.
11. INTEREST PAYMENTS; PARTIAL RELEASE; TERMINATION; REMEDIES.
(a) Immediately prior to or on each of the first four
scheduled interest payment dates for the Notes, the Company shall (i)
deposit with the Trustee cash from funds other than the Deposit in an
amount that is sufficient to pay the interest then due or (ii) direct
the Trustee to issue a release order to the Securities Intermediary
providing for the release from the Account of cash sufficient to pay
the interest on the Notes then due as directed; PROVIDED, HOWEVER, that
if the Company fails to effect either of options (i) or (ii) in this
Section 11(a) within the time period specified, the Trustee shall
direct the Securities Intermediary to liquidate investments (to the
extent required), and disburse to the Trustee the amounts required to
be paid on the Notes as fixed interest with respect to the applicable
interest payment date.
(b) If the Company elects the option set forth in
clause (i) of Section 11(a), and provided that no Default or Event of
Default shall then be continuing, the Trustee promptly shall direct the
Securities Intermediary to transfer, and the Securities Intermediary
promptly shall transfer, an amount equal to such amount deposited with
Trustee (the "RELEASE AMOUNT") to the Company in an account in the name
of the Company or their designee as designated by the Company or its
authorized representative. Concurrent with such transfer of the Release
Amount, the security interest in the amounts so transferred shall be
released and terminated without further notice, agreement or other
action by any party hereto.
(c) If at any time, provided that at such time a
Default or Event of Default is not continuing, the amount of the
Deposit exceeds the amount sufficient, in the opinion of a nationally
recognized firm of independent public accountants selected by the
Company, to pay in full the first four scheduled interest payments on
the Notes not theretofore paid (the amount of such excess referred to
as the "EXCESS AMOUNT"), and upon receipt of such public accountant's
opinion and written direction from the Company, the Trustee promptly
shall direct the Securities Intermediary to transfer, and the
Securities Intermediary promptly shall transfer, an amount equal to the
Excess Amount to the Company in an account in the name of the Company
or their designee as designated by the Company or its authorized
representative. Concurrent with such transfer of the Excess Amount, the
security interest in the amount so transferred shall be
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released and terminated without further notice, agreement or other
action by any party hereto.
(d) After such time as the first four scheduled
interest payments on the Notes have been made in a timely manner, the
Trustee promptly shall direct the Securities Intermediary to transfer,
and the Securities Intermediary promptly shall transfer, any and all
remaining financial assets and credit balances, interest and other
Proceeds thereof in the Account to the Company in an account in the
name of the Company or their designee as designated by the Company or
their authorized representative and to take such other steps as the
Company may request to vest full ownership and control of the Account
in the Company. Concurrent with such transfer, the security interest in
the Account and the amount so transferred shall be released and
terminated without further notice, agreement or other action by any
party hereto.
(e) THE RIGHTS AND POWERS GRANTED HEREIN TO TRUSTEE
HAVE BEEN GRANTED IN ORDER TO PERFECT ITS SECURITY INTEREST IN THE
ACCOUNT, ARE POWERS COUPLED WITH AN INTEREST AND WILL NEITHER BE
AFFECTED BY THE BANKRUPTCY OR INSOLVENCY OF THE COMPANY NOR BY THE
LAPSE OF TIME. THE OBLIGATIONS OF SECURITIES INTERMEDIARY UNDER
SECTIONS 4, 5, 6, 7 AND 8 ABOVE SHALL CONTINUE IN EFFECT UNTIL THE
SECURITY INTEREST OF TRUSTEE IN THE ACCOUNT HAS BEEN TERMINATED
PURSUANT TO THE TERMS OF THIS AGREEMENT AND TRUSTEE HAS NOTIFIED
SECURITIES INTERMEDIARY OF SUCH TERMINATION IN WRITING. UPON RECEIPT OF
SUCH NOTICE, (I) THE OBLIGATIONS OF SECURITIES INTERMEDIARY UNDER
SECTIONS 4, 5, 6, 7 AND 8 ABOVE WITH RESPECT TO THE OPERATION AND
MAINTENANCE OF THE ACCOUNT AFTER THE RECEIPT OF SUCH NOTICE SHALL
TERMINATE, (II) TRUSTEE SHALL HAVE NO FURTHER RIGHT TO ORIGINATE
ENTITLEMENT ORDERS CONCERNING THE ACCOUNT (OR TO DELIVER A NOTICE OF
EXCLUSIVE CONTROL) AND (III) SECURITIES INTERMEDIARY SHALL PROMPTLY
TAKE SUCH STEPS AS THE COMPANY MAY REQUEST TO VEST FULL OWNERSHIP AND
CONTROL OF THE ACCOUNT IN THE COMPANY, INCLUDING, BUT NOT LIMITED TO,
TRANSFERRING ALL OF THE FINANCIAL ASSETS AND CREDIT BALANCES, INTEREST
AND OTHER PROCEEDS THEREOF IN THE ACCOUNT TO ANOTHER ACCOUNT IN THE
NAME OF THE COMPANY OR ITS DESIGNEE AS DESIGNATED BY THE COMPANY OR ITS
AUTHORIZED REPRESENTATIVE.
(f) If an Event of Default shall occur and be
continuing, the Trustee may exercise all rights and remedies of a
secured party under the Code or any other applicable law.
12. MISCELLANEOUS
(a) ENTIRE AGREEMENT. This Agreement, the schedules
and exhibits hereto and the agreements and instruments required to be
executed and delivered hereunder set forth the entire agreement of the
parties hereto with respect to the subject matter hereof and supersede
and discharge all prior agreements (written or oral) and negotiations
and all contemporaneous oral agreements concerning such subject matter
and negotiations. There are no oral conditions precedent to the
effectiveness of this Agreement.
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(b) AMENDMENTS. No amendment, modification or
termination of this Agreement or waiver of any right hereunder shall be
binding on any party hereto unless it is in writing and is signed by
the party to be charged.
(c) SEVERABILITY. If any term or provision set forth
in this Agreement shall be invalid or unenforceable, the remainder of
this Agreement, or the application of such terms or provisions to
persons or circumstances, other than those to which it is held invalid
or unenforceable, shall be construed in all respects as if such invalid
or unenforceable term or provision were omitted.
(d) SUCCESSORS. The terms of this Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and
their respective corporate successors or assigns.
(e) RULES OF CONSTRUCTION. In this Agreement, words
in the singular number include the plural, and in the plural include
the singular; words of the masculine gender include the feminine and
the neuter, and when the sense so indicates words of the neuter gender
may refer to any gender and the word "or" is disjunctive but not
exclusive. The captions and section numbers appearing in this Agreement
are inserted only as a matter of convenience. They do not define, limit
or describe the scope or intent of the provisions of this Agreement.
Except as otherwise defined herein all terms herein shall have the
meanings ascribed thereto in Article 8 of the Code.
(f) NOTICES. Any notice other communication by the
Company, the Trustee or the Securities Intermediary to the others is
duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested) telex,
telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:
If to the Company:
American Cellular Corporation
13439 North Broadway Extension
Suite 200
Oklahoma City, OK 73114
Attention: Bruce Knooihuizen
Facsimile: (405) 529-8515
With copies to:
McAfee & Taft, A Professional Corporation
211 North Robinson, 10th Floor
Oklahoma City, OK 73102
Attention: Theodore M. Elam
Facsimile: (405) 552-2221
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If to the Trustee:
United States Trust Company of New York, N.A.
114 West 47th Street
New York, New York 10036
Attention: Corporate Trust Administration
Facsimile: (212) 852-1626
If to the Securities Intermediary:
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Attention: Corporate Trust Administration
Facsimile: (212) 852-1626
The Company, the Trustee, the Escrow Agent or the Securities Intermediary by
notice to the others may designate additional or different addresses for
subsequent notices or communications.
All notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery, PROVIDED, HOWEVER, that notices to the Escrow
Agent shall be effective only upon receipt.
If a notice or communication is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it
(except in the case of the Escrow Agent).
(g) FURTHER ASSURANCES. At any time and from time to
time, upon the request of the Trustee and at the sole expense of the
Company, the Company will promptly and duly execute and deliver such
further instruments and documents and take such further actions as the
Trustee may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and
powers herein granted, including without limitation, the filing of any
financing statements under the Code (or similar laws) in effect with
respect to the security interests granted hereby.
(h) COUNTERPARTS. This Agreement may be executed in
any number of counterparts, all of which shall constitute one and the
same instrument, and any party hereto may execute this Agreement by
signing and delivering one or more counterparts.
(i) CHOICE OF LAW. The parties hereto agree that
certain material events, occurrences and transactions relating to this
Agreement bear a reasonable relationship to the State of New York. The
validity, terms, performance and enforcement of this Agreement shall be
governed by the laws of the State of New York which are applicable to
agreements which are executed, delivered and performed in that State.
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IN WITNESS WHEREOF, the Parties hereto have caused this Escrow and Security
Agreement to be duly executed as of the day and year first above written.
AMERICAN CELLULAR CORPORATION
By: /s/ Everett R. Dobson
---------------------------------------
Name: Everett R. Dobson
Title: President
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
By: /s/ Louis P. Young
---------------------------------------
Name: Louis P. Young
Title: Vice President
UNITED STATES TRUST COMPANY OF NEW YORK,
as Escrow Agent and Securities Intermediary
By: /s/ Louis P. Young
---------------------------------------
Name: Louis P. Young
Title: Vice President
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EXHIBIT A
Permitted Investments
1. Securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is
pledged in support thereof) having maturities no later than October 15,
2003.
2. Money market funds at least 95% of which constitute investments of the
types described in 1 above.