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EXHIBIT 4
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ESCROW AGREEMENT
among
QUAKER STATE CORPORATION
and
THE BLUE CORAL STOCKHOLDERS
(as defined herein)
and
UNITED STATES TRUST COMPANY OF NEW YORK
as Escrow Agent
Dated as of June 28, 1996
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TABLE OF CONTENTS
Page
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SECTION I
APPOINTMENT OF ESCROW AGENT; RESIGNATION AND
SUCCESSOR ............................................................ 1
1.1 Appointment of Escrow Agent ..................................... 1
1.2 Resignation of Escrow Agent; Appointment of Successor ........... 2
SECTION II
ESCROW ARRANGEMENTS .................................................. 2
2.1 Liability Secured by the Escrow Deposit ......................... 2
2.2 Delivery of the Escrowed Shares; etc. ........................... 2
2.3 Investment of the Escrow Deposit ................................ 4
2.4 Right to Vote the Escrowed Shares ............................... 4
SECTION III
RELEASE OF THE ESCROW DEPOSIT ........................................ 5
3.1 Distribution of Cash Dividends and Income ....................... 5
3.2 Distributions for Indemnification ............................... 5
3.3 Release upon the Escrow Date .................................... 7
SECTION IV
ESCROW AGENT ......................................................... 9
4.1 Fees ............................................................ 9
4.2 Responsibilities of Escrow Agent ................................ 9
SECTION V
MISCELLANEOUS ........................................................ 11
5.1 Blue Coral Stockholders' Representative ......................... 11
5.2 Amendment and Termination ....................................... 12
5.3 Notices ......................................................... 12
5.4 Governing Law ................................................... 14
5.5 Miscellaneous ................................................... 14
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ESCROW AGREEMENT
AGREEMENT, dated as of June 28, 1996, among QUAKER STATE CORPORATION, a
Delaware corporation (the "Parent"), the individuals and the trust listed on
the signature pages hereto (collectively, the "Blue Coral Stockholders"), and
UNITED STATES TRUST COMPANY OF NEW YORK, as Escrow Agent (the "Escrow Agent").
W I T N E S S E T H
WHEREAS, the Blue Coral Stockholders and the Parent, together with QSBC
Acquisition Corp. (the "Subsidiary") and Blue Coral, Inc. ("Blue Coral"), have
entered into an Agreement and Plan of Merger, dated as of June 7, 1996,
providing for the merger of the Subsidiary into Blue Coral (the "Merger
Agreement", which Merger Agreement contains certain definitions applicable to
capitalized terms used herein without definition);
WHEREAS, the Merger Agreement provides that the Parent Indemnitees shall
be indemnified by the Blue Coral Stockholders for certain possible Losses;
WHEREAS, to facilitate such indemnification, the Merger Agreement provides
for the deposit into escrow of a portion of the Merger Consideration otherwise
payable to the Blue Coral Stockholders; and
WHEREAS, the Parent and the Blue Coral Stockholders desire to secure the
services of the Escrow Agent, and the Escrow Agent is willing to provide such
services, pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION I
APPOINTMENT OF ESCROW AGENT; RESIGNATION AND SUCCESSOR
1.1 Appointment of Escrow Agent. The Escrow Agent is hereby appointed, and
accepts its appointment and designation as, Escrow Agent pursuant to the terms
and conditions of this Agreement.
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1.2 Resignation of Escrow Agent; Appointment of Successor. The Escrow
Agent acting at any time hereunder may resign at any time by giving at least 30
days' prior written notice of resignation to the Parent and the Blue Coral
Stockholders' Representative, such resignation to be effective on the date
specified in such notice. Upon receipt of such notice, the Parent and the Blue
Coral Stockholders' Representative shall, unless they otherwise agree, appoint
a bank or trust company with a combined capital and surplus of at least $100
million as successor Escrow Agent, by a written instrument delivered to such
Escrow Agent, the Parent and the Blue Coral Stockholders' Representative,
whereupon such successor Escrow Agent shall succeed to all the rights and
obligations of the retiring Escrow Agent as of the effective date of
resignation as if originally named herein. Upon such assignment of this Escrow
Agreement, the retiring Escrow Agent shall duly transfer and deliver the Escrow
Deposit at the time held by the retiring Escrow Agent, provided that, if no
successor Escrow Agent shall have been appointed on the effective date of
resignation of the resigning Escrow Agent hereunder, the resigning Escrow Agent
may pay the Escrow Deposit into a court of competent jurisdiction.
SECTION II
ESCROW ARRANGEMENTS
2.1 Liability Secured by the Escrow Deposit. This Escrow Agreement has
been executed and delivered, and the Escrow Account is hereby established, to
facilitate any indemnification which may be owed to the Parent Indemnitees
pursuant to the Merger Agreement.
2.2 Delivery of the Escrowed Shares; etc. (a) On the Closing Date, the
Parent shall deliver to the Escrow Agent a certificate, bearing the legend
indicated in Section 14.4 of the Merger Agreement and registered in the name
"United States Trust Company of New York as Escrow Agent under Escrow
Agreement, dated June 28, 1996, by and among Quaker State Corporation and the
Blue Coral Stockholders (as defined therein)", for the applicable number of
shares of Parent Capital Stock determined in accordance with Section 3.1 of the
Merger Agreement (such shares, together with any additional shares of Parent
Capital Stock distributed pursuant to any stock split, stock dividend,
reclassification of shares or other transaction to which such shares may be
subject, the "Escrowed Shares"; the Escrowed Shares
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and any other securities, cash or other property distributed in respect of the
Escrowed Shares (whether by way of liquidation, merger, exchange, spin-off or
otherwise), any investments or securities permitted by this Agreement and any
interest received thereon shall constitute the "Escrow Deposit"). The parties
agree that all such distributions, including, without limitation, all such
interest and all other income earned on the Escrow Deposit shall be interest
and income of the Blue Coral Stockholders and shall be reported by the Blue
Coral Stockholders for federal, state and local tax purposes as for the
accounts of the Blue Coral Stockholders pro rata in accordance with the pro
rata ownership of the Blue Coral Stockholders reflected on the Ownership
Certificate (as hereinafter defined).
(b) At any time and from time to time during the term of this Agreement,
the Blue Coral Stockholders' Representative (as defined in Section 5.1 hereof),
on behalf of any Blue Coral Stockholder, shall have the right to substitute
cash for any Escrowed Shares included in the Escrow Deposit by depositing with
the Escrow Agent an amount of cash equal to the product of (i) the number of
Escrowed Shares such Blue Coral Stockholder wishes to substitute cash for (the
"Substituted Shares"), times (ii) the Adjusted Average Trading Price (as
defined in Section 3.2(e) below). Upon receipt of such amount of cash in
respect of such Substituted Shares, the Escrow Agent shall release such
Substituted Shares to the Blue Coral Stockholders' Representative on behalf of
such Blue Coral Stockholder.
(c) On the Closing Date, the Blue Coral Stockholders shall deliver to the
Escrow Agent a written certificate signed by each of the Blue Coral
Stockholders setting forth the respective ownership interests of each Blue
Coral Stockholder with respect to the Escrowed Shares (as the same may be
amended from time to time in accordance with the next sentence, the "Ownership
Certificate"). The Ownership Certificate may be amended from time to time by
written certificate executed by the Blue Coral Stockholders' Representative and
delivered to the Escrow Agent.
(d) The Escrow Agent shall hold the Escrow Deposit in an Escrow Account
(the "Escrow Account") for the benefit of the Blue Coral Stockholders and the
Parent Indemnitees. The Escrow Deposit shall not be subject to any lien or
attachment of any creditor or any party thereto, and shall be used solely for
the purposes and subject to the conditions set forth in this Agreement and the
Merger Agreement.
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2.3 Investment of the Escrow Deposit. Except for the release of the Escrow
Deposit pursuant to Sections 2.2(b) and 3 hereof, the Escrow Agent shall not
sell or transfer any of the Escrowed Shares. Notwithstanding the foregoing, the
Escrow Agent is hereby authorized and directed to invest any cash contained in
the Escrow Deposit in the following obligations (collectively, the "Permitted
Investments"):
(a) obligations of, or fully guaranteed as to timely payment of principal
and interest by, the United States of America;
(b) such money market funds as are agreed to from time to time by the
Parent and the Blue Coral Stockholders' Representative; and
(c) certificates of deposit with any bank or trust company organized under
the laws of the United States of America or any agency or instrumentality
thereof or under the laws of any state thereof which has a combined capital and
surplus of at least $100,000,000.
Subject to the foregoing limitations, the Escrow Agent shall invest any
such cash in accordance with written instructions delivered to it by the Blue
Coral Stockholders' Representative from time to time. Except as provided above,
the Escrow Agent shall have no power or duty to invest the Escrow Deposit or to
make substitutions therefor or to sell, transfer or otherwise dispose of
investments acquired hereunder.
2.4 Right to Vote the Escrowed Shares. The Blue Coral Stockholders'
Representative, on behalf of the Blue Coral Stockholders, shall have the right
to direct the Escrow Agent in a writing signed by the Blue Coral Stockholders'
Representative to exercise the voting rights pertaining to all or a portion of
the Escrowed Shares that remain in the Escrow Account. The Escrow Agent shall
comply with any such directions. In the absence of such directions, the Escrow
Agent shall vote all of the Escrowed Shares in accordance with the
recommendations of management of Quaker State.
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SECTION III
RELEASE OF THE ESCROW DEPOSIT
3.1 Distribution of Cash Dividends and Income. Any cash dividends
ordinarily declared and paid by the Parent on a quarterly basis with respect to
the Escrowed Shares and deposited pursuant hereto ("Cash Dividends") and all
interest earned on any portion of the Escrow Deposit shall be distributed by
the Escrow Agent to (or as directed by) the Blue Coral Stockholders'
Representative, on behalf of the Blue Coral Stockholders, promptly after
receipt thereof by the Escrow Agent.
3.2 Distributions for Indemnification. (a) At any time prior to the second
anniversary of the date hereof (the "Escrow Date"), the Parent may deliver to
the Escrow Agent a certificate (a "Notice of Claim") (i) stating that a Parent
Indemnitee is of the opinion that it may be entitled to indemnification
pursuant to Article XI of the Merger Agreement (an "Indemnified Obligation"),
(ii) stating the aggregate amount (the "Claim Amount") of such Indemnified
Obligation (or, in the case of an unliquidated Indemnification Obligation, a
good faith and reasonable estimate thereof), and (iii) specifying in reasonable
detail the nature of such Indemnified Obligation. Any Notice of Claim delivered
pursuant to this Section with respect to any unliquidated Indemnification
Obligation may be supplemented by a later Notice of Claim specifying in greater
detail the applicable Claim Amount or any other items set forth therein. Upon
delivery of any such Notice of Claim, the Escrow Agent shall, within five days
of receipt thereof, deliver a written notice together with a copy of such
Notice of Claim to the Blue Coral Stockholders' Representative.
(b) If the Blue Coral Stockholders' Representative shall object on behalf
of the Blue Coral Stockholders to the Indemnification Obligation or the Claim
Amount specified in such Notice of Claim, the Blue Coral Stockholders'
Representative shall, within ten business days after delivery of the written
notice containing a copy of any such Notice of Claim, deliver to the Escrow
Agent a certificate (a "Reply Certificate") (x) specifying each such objection,
and (y) specifying in reasonable detail the nature and basis for such
objection. Within five business days after delivery to the Escrow Agent of a
Reply Certificate, the Escrow Agent shall deliver a copy of such Reply
Certificate to the Parent. The Parent and the Blue Coral Stockholders'
Representative shall negotiate in good faith
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for a period of 20 days after delivery of such Reply Certificate to the Parent
to reach a written resolution of any objections raised in a Reply Certificate.
(c) If no Reply Certificate is delivered with respect to any Notice of
Claim, then the Blue Coral Stockholders' Representative shall be deemed to have
delivered a Payment Authorization (as defined below) acknowledging the Parent's
right to receive the Claim Amount specified in such Notice of Claim with
respect to the applicable Indemnification Obligation and the Escrow Agent shall
transfer to the Parent a portion of the Escrow Deposit in an amount equal to
such Claim Amount, all in accordance with the procedures set forth in Section
3.2(e).
(d) If the Escrow Agent receives a Reply Certificate in a timely manner
with respect to any Notice of Claim, the Claim Amount referred to in such
Notice of Claim shall be held by the Escrow Agent and shall not be released to
the Parent except upon the Parent's delivery to the Escrow Agent of either (i)
written instructions signed by each of an authorized officer of the Parent and
the Blue Coral Stockholders' Representative directing the Escrow Agent to
release the Claim Amount (or any other amount mutually agreed upon by such
parties) or (ii) both (A) a final, non-appealable order, judgment or decree of
a court or other body having jurisdiction over the matters relating to the
Indemnification Obligation referred to in such Notice of Claim demonstrating
that the Parent Indemnitee is entitled to indemnification for such Claim Amount
from the Blue Coral Stockholders pursuant to the Merger Agreement and (B)
either a certificate of the Parent, or a legal opinion from counsel reasonably
satisfactory to the Blue Coral Stockholders, certifying or opining, as the case
may be, that such order, judgment or decree is final and non-appealable (either
of (i) or (ii), a "Payment Authorization"), at which date the portion of the
amount due to such Parent Indemnitee determined pursuant to (i) or (ii) above
shall promptly be paid to the Parent in accordance with the procedures set
forth herein.
(e) As soon as practicable following receipt by the Escrow Agent of a
Payment Authorization, the Escrow Agent shall pay from the Escrow Deposit to
the Parent, on behalf of the Parent Indemnitee, the amount expressly set forth
in such Payment Authorization. In making such payment, the Escrow Agent shall
utilize the Escrow Deposit as directed in writing by the Blue Coral
Stockholders' Representative on or prior to the date that the Escrow Agent
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receives a Payment Authorization, or if not so directed on such date, then as
follows, in the following order of priority, to the extent required to make
such payment:
First, the Escrow Agent shall utilize any cash then held in the
Escrow Deposit;
Second, to the extent of any insufficiency, the Escrow Agent shall
transfer, deliver and assign to the Parent, on behalf of the Parent
Indemnitee such number of Escrowed Shares (rounded up or down to the
nearest whole share) held in the Escrow Account as shall have a value
equal to the amount required to make or complete such payment, it being
understood and agreed that such Escrowed Shares shall be valued for such
purpose based upon the Average Trading Price, as adjusted for any stock
split, stock reclassification, recapitalization or other similar
transaction since the Closing under the Merger Agreement (as so adjusted,
the "Adjusted Average Trading Price"); and
Third, to the extent of any insufficiency, the Escrow Agent shall
sell securities or investments, other than the Escrowed Shares, then held
in the Escrow Deposit for cash and utilize such cash to make up such
insufficiency.
In the event the Escrow Deposit shall be insufficient to pay the amount
expressly set forth in such Payment Authorization, the Escrow Agent shall pay
the entire amount of the Escrow Deposit to the Parent, on behalf of the Parent
Indemnitee, in accordance with this Section 3.2(e) and shall deliver to the
Parent and to the Blue Coral Stockholders' Representative a written
notification setting forth the amount by which such Payment Authorization
exceeds the amount of the Escrow Deposit so paid.
(f) To the extent that any payment pursuant to Section 3.2(e) hereof shall
be made in cash, the Escrow Agent shall pay all such amount to the Parent, on
behalf of the Parent Indemnitee, by wire transfer to the bank account or
accounts designated by the Parent to the Escrow Agent in writing not less than
one Business Day prior to the date of such payment.
3.3 Release upon the Escrow Date. (a) On the Escrow Date, the Escrow Agent
shall distribute the Escrow Deposit to the Blue Coral Stockholders'
Representative and terminate the Escrow Account, unless the Escrow Agent shall
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have received a Notice of Claim from the Parent prior to the Escrow Date with
respect to an indemnification claim (an "Unresolved Claim") for which the
Escrow Agent has not received a subsequent Payment Authorization or written
notification, signed by the Parent and the Blue Coral Stockholder's
Representative, informing the Escrow Agent of the termination or other
resolution of such claim or claims (each, a "Claim Termination Notice"). If on
the Escrow Date there shall exist any Unresolved Claim, then (i) the Escrow
Agent shall retain the Escrow Deposit in the Escrow Account in an amount
sufficient for the payment of all Claim Amounts with respect to all such
Unresolved Claims, and (ii) the Escrow Agent shall release to the Blue Coral
Stockholder's Representative the portion of the Escrow Deposit in the Escrow
Account not otherwise retained in accordance with clause (i). For all purposes
of this Section 3.3(a), the Escrowed Shares shall be deemed to have a per share
value equal to the Adjusted Average Trading Price.
(b) Upon the resolution of any Unresolved Claim, the Escrow Agent shall
(A) release any portion of the Escrow Deposit retained in respect of such
Unresolved Claim (x) to the Parent in accordance with any Payment Authorization
received by the Escrow Agent in respect of such Unresolved Claim or (y) to the
Blue Coral Stockholder's Representative in accordance with any Claim
Termination Notice received by the Escrow Agent in respect of such Unresolved
Claim and, if no other Unresolved Claims remain outstanding, (B) release the
remainder of the Escrow Deposit to the Blue Coral Stockholders' Representative.
For purposes of this Section 3.3(b), the Escrowed Shares shall have a per share
value equal to the Adjusted Average Trading Price.
(c) Any distribution to the Blue Coral Stockholders' Representative
pursuant to this Section 3.3 shall be made by the Escrow Agent, in accordance
with the written instructions of the Blue Coral Stockholders' Representative
(including, without limitation, any instructions as to the liquidation of the
Escrow Account and/or the transfer of the Escrowed Shares to the transfer agent
of the Parent). The Escrow Agent shall sign such stock powers or other
documents of transfer as are necessary to transfer any remaining Escrowed
Shares included within the Escrow Deposit in accordance with such instructions
(the "Released Shares").
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SECTION IV
ESCROW AGENT
4.1 Fees. For its services hereunder, the Escrow Agent shall receive
$5,000 upon its receipt of the Escrow Deposit at the Closing and $5,000 for
each calendar year (or fraction thereof) until it has delivered all of the
Escrow Deposit pursuant to Section 3. One-half of the fees referred to in the
foregoing sentence shall be paid the Parent and one-half of such fees shall be
paid by the Blue Coral Stockholders' Representative, on behalf of the Blue
Coral Stockholders.
4.2 Responsibilities of Escrow Agent. The Escrow Agent's acceptance of its
duties under this Agreement is subject to the following terms and conditions,
which the parties hereto agree shall govern and control with respect to its
rights, duties, liabilities and immunities:
(a) Except as to its due execution and delivery of the Agreement, it
makes no representation and has no responsibility as to the validity of
this Agreement or of any other instrument referred to herein, or as to the
correctness of any statement contained herein, and it shall not be
required to inquire as to the performance of any obligation under the
Merger Agreement;
(b) The Escrow Agent shall be protected in acting upon any written
notice, request, waiver, consent, receipt or other paper or document, not
only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth of any information therein contained,
which it in good faith believes to be genuine and what it purports to be;
(c) The Escrow Agent shall not be liable for any error of 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 which it may do or refrain
from doing in connection therewith, except its own gross negligence or
misconduct;
(d) The Escrow Agent may consult with competent and responsible legal
counsel selected by it, and it shall not be liable for any action taken or
omitted by it in good faith in accordance with the advice of such counsel;
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(e) The Parent and the Blue Coral Stockholders shall reimburse the
Escrow Agent for all expenses incurred by it in connection with its duties
hereunder (other than taxes imposed in respect of the receipt of fees by
the Escrow Agent pursuant to Section 4.1). The Parent and the Blue Coral
Stockholders agree to jointly and severally indemnify and hold the Escrow
Agent and its directors, employees, officers, agents, successors and
assigns (collectively, the "Indemnified Parties") harmless from and
against any and all losses, claims, damages, liabilities and expenses
(collectively, "Damages"), including, without limitation, reasonable costs
of investigation and counsel fees and expenses which may be imposed on the
Escrow Agent or incurred by it in connection with its acceptance of this
appointment as the Escrow Agent hereunder or the performance of its duties
hereunder. Such indemnity includes, without limitation, Damages incurred
in connection with any litigation (whether at the trial or appellate
levels) arising from this Escrow Agreement or involving the subject matter
hereof. The indemnification provisions contained in this paragraph are in
addition to any other rights any of the Indemnified Parties may have by
law or otherwise and shall survive the termination of this Agreement or
the resignation or removal of the Escrow Agent. Notwithstanding any
provision to the contrary in this Escrow Agreement, the Parent and the
Blue Coral Stockholders shall have no liability to the Indemnified Parties
with respect to any Damages that result, directly or indirectly, from the
gross negligence or misconduct of the Escrow Agent;
(f) The Escrow Agent shall have no duties or responsibilities except
those expressly set forth herein, and it shall not be bound by any
modification of this Agreement unless in writing and signed by all parties
hereto or their respective successors in interest;
(g) The Escrow Agent shall have no responsibility in respect of the
validity or sufficiency of this Escrow Agreement or of the terms hereof.
The recitals of facts in this Escrow Agreement shall be taken as the
statements of the Parent and the Blue Coral Stockholders, and the Escrow
Agent assumes no responsibility for the correctness of the same. The
Escrow Agent shall be under no obligation or duty to perform any act which
would involve it in an expense or liability or to institute or defend any
suit in respect of this Escrow Agreement or to
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advance any of its own monies unless properly indemnified;
(h) The Escrow Agent shall be protected in acting upon any notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other paper or document reasonably believed by it to be genuine and to
have been signed and presented by the proper party or parties. Whenever
the Escrow Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action under this
Escrow Agreement, such matter may be deemed inclusively proved and
established by a certificate signed by the Parent and the Blue Coral
Stockholders' Representative (on behalf of the Blue Coral Stockholders),
and such certificate shall be full warranty for any action taken or
suffered in good faith under the provisions of this Escrow Agreement; and
(i) The Escrowed Agent does not have any interest in the Escrow
Deposit but is serving as escrow agent only and having only possession
thereof. This Section 4.2(i) shall survive notwithstanding any termination
of this Agreement or the resignation of the Escrow Agent.
SECTION V
MISCELLANEOUS
5.1 Blue Coral Stockholders' Representative. (a) Each Blue Coral
Stockholder hereby irrevocably appoints to act on his behalf, in considering
and certifying the amount of any indemnification hereunder, in communicating
with the Blue Coral Stockholders, in appointing a successor Escrow Agent, in
considering and acting with respect to any amendment or termination of this
Agreement, and generally in performing all acts expressly required or permitted
to be performed by the Blue Coral Stockholders' Representative pursuant hereto,
Sheldon Adelman to serve as the Blue Coral Stockholders' Representative. If Mr.
Adelman should resign, die or otherwise become unable to serve as the Blue
Coral Stockholders' Representative, the Blue Coral Stockholders shall be
obligated, within 20 days following any such event, to elect, by plurality
vote, another Blue Coral Stockholders' Representative hereunder.
(b) Notwithstanding anything in this Agreement to the contrary, any
distribution from the Escrow Account shall, upon the express written
instruction from the Blue
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Coral Stockholders' Representative, be distributed by the Escrow Agent directly
to one or more of the Blue Coral Stockholders. The Parent and the Escrow Agent
shall have the right to deal exclusively with the Blue Coral Stockholders'
Representative with respect to all matters under this Agreement and neither the
Parent nor the Escrow Agent shall have any liability to any Blue Coral
Stockholder for any acts or omissions of the Blue Coral Stockholders'
Representative, or any acts or omissions taken or not taken by the Parent or
the Escrow Agent at the direction of the Blue Coral Stockholders'
Representative, including, but not limited to (i) any acts or omissions
relating to the voting of any Escrowed Shares or (ii) the transferring or the
failure to transfer any Released Shares, Cash Dividends, interest, or other
shares or amounts released from the Escrow Account. Upon any distribution from
the Escrow Account to the Blue Coral Stockholders' Representative (or to one or
more of the Coral Stockholders upon written instruction of the Blue Coral
Stockholders' Representative) in accordance with this Agreement, the Escrow
Agent and the Parent shall be deemed to have fully satisfied any and all
obligations to each Blue Coral Stockholder under this Agreement and the Merger
Agreement with respect to the amount of such distribution.
5.2 Amendment and Termination. This Agreement may be amended or terminated
by the written agreement of the parties hereto, or shall terminate
automatically at such time as all securities and funds from the Escrow Deposit
have been paid or distributed in accordance with the terms of this Agreement
and the Escrow Agent has received all fees as described in Section 5.1 hereto.
Notwithstanding the foregoing, all provisions concerning the indemnification of
the Escrow Agent shall survive any termination of this Agreement.
5.3 Notices. All notices, requests, demands, letters, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage prepaid, (c)
sent by next-day or overnight mail or delivery or (d) sent by fax, as follows:
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To the Blue Coral Stockholder's Representative:
Blue Coral, Inc.
1215 Valley Belt Road
Cleveland, OH 44131-1415
Attention: Mr. Sheldon G. Adelman
Phone: 216-351-3000
Fax: 216-351-6989
With a copy to:
Baker & Hostetler
1900 East Ninth Street
3200 National City Center
Cleveland, OH 44114-3485
Attention: Robert G. Markey
Phone: 216-621-0200
Fax: 216-696-0740
To the Parent:
Quaker State Corporation
225 East John Carpenter Freeway
Irving, TX 75062
Attention: Secretary
Phone: 214-868-0400
Fax: 214-868-0440
With a copy to:
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Richard D. Bohm
Phone: 212-909-6226
Fax: 212-909-6836
To the Escrow Agent:
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Attention: Corporate Trust and Agency Division
Phone: 212-852-1674
Fax: 212-852-1626
or to such other Person or address as any party shall specify by notice in
writing to the party entitled to notice. All such notices, requests, demands,
letters, waivers and
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other communications shall be deemed to have been received (w) if by personal
delivery on the day after such delivery, (x) if by certified or registered
mail, on the fifth Business Day after the mailing thereof, (y) if by next-day
or overnight mail or delivery, on the day delivered or (z) if by fax, on the
next day following the day on which such fax was sent, provided that a copy is
also sent by certified or registered mail.
5.4 Governing Law. This Agreement shall be construed, performed and
enforced in accordance with the laws of the State of New York.
5.5 Miscellaneous. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns. The headings in this
Agreement are for convenience of reference only and shall not define or limit
the provisions hereof. This Agreement may be executed in several counterparts,
each of which is an original but all of which together shall constitute one
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
QUAKER STATE CORPORATION
By: /s/ PAUL E. KONNEY
----------------------------------
Name: Paul E. Konney
Title: Vice President, General
Counsel and Secretary
/s/ SHELDON ADELMAN
-------------------------------------
Sheldon Adelman
/s/ CARL GLICKMAN
-------------------------------------
Carl Glickman
GST-EXEMPT TRUST FBO
WENDY ADELMAN
By: /s/ ROBERT MARKEY
----------------------------------
Co-Trustee
By: /s/ MICHAEL TURK
----------------------------------
Co-Trustee
/s/ MICHAEL TURK
-------------------------------------
Michael Turk
/s/ NICK FEDERICO
-------------------------------------
Nick Federico
/s/ LAWRENCE MINICH
-------------------------------------
Lawrence Minich
/s/ HOWARD ADELMAN
-------------------------------------
Howard Adelman
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/s/ RONALD PETERSON
-------------------------------------
Ronald Peterson
/s/ ROBERT MARKEY
-------------------------------------
Robert Markey
/s/ JOEL ADELMAN
-------------------------------------
Joel Adelman
/s/ NORTON ROSE
-------------------------------------
Norton Rose
UNITED STATES TRUST COMPANY
OF NEW YORK, as Escrow Agent
By: /s/ MARGARET CIESMELEWSKI
----------------------------------
Name: Margaret Ciesmelewski
Title: Assistant Vice President
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