Escrow And Security Agreement Sample Contracts

TopBuild Corp – ESCROW AND SECURITY AGREEMENT Dated as of April 25, 2018 TOPBUILD ESCROW CORP. As Grantor as Escrow Agent, Financial Institution and Trustee and TOPBUILD CORP. (April 26th, 2018)

THIS ESCROW AND SECURITY AGREEMENT is entered into on April 25, 2018 (this Agreement), by and among U.S. Bank National Association as escrow agent (in such capacity, the Escrow Agent), U.S. Bank National Association as a bank and securities intermediary (each term as defined in the Code (as defined herein)) (in such capacities, the Financial Institution), U.S. Bank National Association as trustee under the Indenture described below (the Trustee), TopBuild Escrow Corp., a Delaware corporation (the Grantor), and Grantors sole stockholder, TopBuild Corp., a Delaware Corporation (the Company).

Multi-Color Corporation – Escrow and Security Agreement (October 4th, 2017)

This ESCROW AND SECURITY AGREEMENT, dated as of October 4, 2017 (this Agreement), is by and among MULTI-COLOR ESCROW ISSUER, LLC, a Delaware limited liability company (Escrow Issuer), MULTI-COLOR CORPORATION, an Ohio corporation (Multi-Color and together with the Escrow Issuer, the Companies), U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacities as escrow agent, depositary bank and securities intermediary (the Escrow Agent), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee under the Indenture for the Notes described below (the Trustee), paying agent, transfer agent and registrar.

Fourth Amended and Restated Escrow and Security Agreement (February 27th, 2017)

THIS FOURTH AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of November 30, 2016 among SONIC AUTOMOTIVE, INC., a Delaware corporation (the "Company" and a "Grantor"), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a "Grantor", and collectively with the Company, the "Grantors"), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the "Administrative Agent") for each of the lenders (the "Lenders") now or hereafter party to the Revolving Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Cash Management Arrangements as more particularly described in Section 4.17 hereof, the "Revolving Secured Parties"). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto

Ritchie Bros. Auctioneers Inc. – ESCROW AND SECURITY AGREEMENT Among RITCHIE BROS. AUCTIONEERS INCORPORATED, U.S. Bank National Association, as Escrow Agent, and U.S. Bank National Association, as Trustee Dated as of December 21, 2016 (December 21st, 2016)

This Agreement is being entered into in connection with the purchase agreement, dated as of December 7, 2016 (the "Purchase Agreement"), among the Grantor, the guarantors party thereto and Goldman, Sachs & Co., as representative (the "Representative") of the several initial purchasers named therein (the "Initial Purchasers"), and the indenture, dated as of the date hereof (the "Indenture"), governing the Grantor's 5.375% Senior Notes due 2025 (the "Notes"), by and among the Grantor, the guarantors party thereto and the Trustee. Capitalized terms, which are used but not defined herein, have the respective meanings specified in the Indenture. Pursuant to the Purchase Agreement and the Grantor's Offering Circular, dated as of December 7, 2016 (the "Offering Circular"), the Grantor offered (the "Offering") $500,000,000 aggregate principal amount of the Notes. The Notes will be issued at an original offering price of 100% of their face value.

Energizer Holdings, Inc. – ESCROW AND SECURITY AGREEMENT Dated as of June 1, 2015 BANK OF AMERICA, N.A. As Escrow Agent and Financial Institution ENERGIZER SPINCO, INC. As Grantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Trustee (June 2nd, 2015)

THIS ESCROW AND SECURITY AGREEMENT is entered into on June 1, 2015 (this Agreement), by and among Bank of America, N.A., as escrow agent (in such capacity, the Escrow Agent), Bank of America, N.A., as a bank and securities intermediary (each term as defined in the Code (as defined herein)) (in such capacities, the Financial Institution), The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture described below (the Trustee), and Energizer SpinCo, Inc., a Missouri corporation (the Grantor).

ESCROW AND SECURITY AGREEMENT Dated as of June 1, 2015 BANK OF AMERICA, N.A. As Escrow Agent and Financial Institution ENERGIZER SPINCO, INC. As Grantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Trustee (June 2nd, 2015)

THIS ESCROW AND SECURITY AGREEMENT is entered into on June 1, 2015 (this Agreement), by and among Bank of America, N.A., as escrow agent (in such capacity, the Escrow Agent), Bank of America, N.A., as a bank and securities intermediary (each term as defined in the Code (as defined herein)) (in such capacities, the Financial Institution), The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture described below (the Trustee), and Energizer SpinCo, Inc., a Missouri corporation (the Grantor).

Signature Group Hold – As the Company ESCROW AND SECURITY AGREEMENT Dated as of January 8, 2015 (January 12th, 2015)

THIS ESCROW AND SECURITY AGREEMENT is entered into on January 8, 2015 (this "Agreement"), by and between Wilmington Trust, National Association, in its capacities as escrow agent, depositary bank and securities intermediary (collectively in such capacities, the "Escrow Agent") and in its capacity as trustee under the Indenture described below, and SGH Escrow Corporation, a Delaware corporation (the "Company"), and acknowledged by Goldman Sachs & Co. and Deutsche Bank Securities Inc. ("Initial Purchasers").

Third Amended and Restated Escrow and Security Agreement (October 23rd, 2014)

THIS THIRD AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of July 23, 2014 among SONIC AUTOMOTIVE, INC., a Delaware corporation (the "Company" and a "Grantor"), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a "Grantor", and collectively with the Company, the "Grantors"), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the "Administrative Agent") for each of the lenders (the "Lenders") now or hereafter party to the Revolving Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Cash Management Arrangements as more particularly described in Section 4.17 hereof, the "Revolving Secured Parties"). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in t

Zebra Technologies – ZEBRA TECHNOLOGIES CORPORATION as Grantor as Trustee, Escrow Agent and Securities Intermediary ESCROW AND SECURITY AGREEMENT October 15, 2014 (October 17th, 2014)

THIS ESCROW AND SECURITY AGREEMENT (this Agreement) is made on October 15, 2014, among Zebra Technologies Corporation, a Delaware corporation (the Grantor); U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee under the Indenture (the Trustee); and U.S. BANK NATIONAL ASSOCIATION, as escrow agent and as securities intermediary (together with its successors and assigns, the Escrow Agent) (each, a Party and, together, the Parties).

Consolidated Communications Holdings – Escrow and Security Agreement (September 24th, 2014)

Direction to use the following Wells Fargo Money Market Deposit Accounts for Cash Balances for the escrow account or accounts (the "Account") established under the Escrow Agreement to which this Exhibit E is attached.

Consolidated Communications Holdings – Escrow and Security Agreement (September 24th, 2014)

Direction to use the following Wells Fargo Money Market Deposit Accounts for Cash Balances for the escrow account or accounts (the "Account") established under the Escrow Agreement to which this Exhibit E is attached.

Escrow and Security Agreement (December 27th, 2013)

This Escrow and Security Agreement (Escrow and Security Agreement) is entered into as of December 27, 2013 between Salix Pharmaceuticals, Ltd., a Delaware corporation (the Company), U.S. Bank National Association, a national banking association, as trustee (in such capacity, the Trustee) under the Indenture (defined herein), and as escrow agent (in such capacity, the Escrow Agent).

Amended and Restated (August 8th, 2013)

THIS AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of August 8, 2013 by ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the "Company" and a "Grantor"), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a "Grantor", and collectively with the Company, the "Grantors"), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the "Administrative Agent") for each of the Secured Parties (as defined in the Credit Agreement referenced below). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement.

Atlas Resource Partners L.P. C – ATLAS RESOURCE ESCROW CORPORATION as Grantor WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and Escrow Agent ESCROW AND SECURITY AGREEMENT DATED July 30, 2013 (August 2nd, 2013)
Nii Holdings – ESCROW AND SECURITY AGREEMENT Between NII INTERNATIONAL TELECOM S.C.A. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Escrow Agent Dated as of February 19, 2013 (February 19th, 2013)

ESCROW AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of February 19, 2013, by and between NII International Telecom S.C.A., a partnership limited by shares (societe en commandite par actions) incorporated under Luxembourg law, with registered office at 65, Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 149.237 (the Company) and Wilmington Trust, National Association, a national banking association, as trustee under the Indenture (as defined below) (in such capacity, the Trustee) and Wilmington Trust, National Association, a national banking association, as escrow agent under this Agreement (in such capacity, the Escrow Agent). The Company and the Trustee are sometimes collectively referred to herein as the Interested Parties.

TEMPUR-PEDIC INTERNATIONAL INC. As Grantor ESCROW AND SECURITY AGREEMENT Dated as of December 19, 2012 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Escrow Agent and Financial Institution and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Trustee (December 19th, 2012)

THIS ESCROW AND SECURITY AGREEMENT is entered into as of December 19, 2012 (as amended, modified or supplemented from time to time in accordance with the Indenture for the Notes described below, this Agreement), by and among The Bank of New York Mellon Trust Company, N.A., as escrow agent (in such capacity, the Escrow Agent), The Bank of New York Mellon Trust Company, N.A., as a bank and securities intermediary (each term as defined in the Code (as defined herein)) (in such capacities, the Financial Institution), The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture described below (in such capacity, the Trustee), and Tempur-Pedic International Inc., a Delaware corporation (the Grantor).

Consolidated Communications Holdings – Escrow and Security Agreement (June 4th, 2012)

This Escrow and Security Agreement dated as of May 30, 2012 (the Escrow Agreement), is entered into by and among Consolidated Communications Finance Co., a Delaware corporation (the Issuer), Wells Fargo Bank, National Association, as trustee under the Indenture defined below (the Trustee), Wells Fargo Bank, National Association, as escrow agent (Escrow Agent) and Wells Fargo Bank, National Association, as a bank and securities intermediary (each term as defined in the UCC (as defined herein)) (in such capacities, the Financial Institution).

Escrow and Security Agreement (October 18th, 2011)

THIS ESCROW AND SECURITY AGREEMENT (this Agreement) is made and entered into as of October 14, 2011 by ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the Company and a Grantor), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a Grantor, and collectively with the Company, the Grantors), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the Administrative Agent) for each of the Secured Parties (as defined in the Credit Agreement referenced below). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement.

Second Amended and Restated Escrow and Security Agreement (August 1st, 2011)

THIS SECOND AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this Agreement) is made and entered into as of July 8, 2011 among SONIC AUTOMOTIVE, INC., a Delaware corporation (the Company and a Grantor), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a Grantor, and collectively with the Company, the Grantors), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the Administrative Agent) for each of the lenders (the Lenders) now or hereafter party to the Revolving Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Cash Management Arrangements as more particularly described in Section 4.17 hereof, the Revolving Secured Parties). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Revolving Cred

Bankrate Inc. – ESCROW AND SECURITY AGREEMENT Between BANKRATE, INC. And WILMINGTON TRUST FSB, as Escrow Agent and Trustee Dated as of July 13, 2010 ACCOUNT NUMBER: 099150-002 SHORT TITLE OF ACCOUNT: Bankrate Inc. - Escrow (April 15th, 2011)

This Agreement is being entered into in connection with (i) the Purchase Agreement (the Purchase Agreement), dated as of June 29, 2010, among the Company, the Domestic Subsidiaries of the Company that thereafter become parties thereto as guarantors (the Guarantors) and Jefferies & Company, Inc. and RBC Capital Markets Corporation and (ii) the Indenture (the Indenture), dated as of July 13, 2010, governing the Companys 11 3/4% Senior Secured Notes due 2015 (the Notes), among the Company, the Guarantors and the Trustee. Capitalized terms, which are used but not defined herein, have the respective meanings specified in the Indenture. Pursuant to the Purchase Agreement and the Companys Offering Memorandum, dated June 29, 2010 (the Offering Memorandum), the Company is offering (the Offering) $300.0 million aggregate principal amount of the Notes.

Composite Technology – Amended and Restated Escrow and Security Agreement (April 1st, 2011)

This AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of March 24, 2011 (the "Effective Date"), by and among DeWind Co., a California corporation ("DeWind"), Stribog, Inc., a Nevada corporation ("Seller"), and U.S. Bank National Association, a national banking association, as Escrow Agent (the "Escrow Agent").

Composite Technology – Escrow and Security Agreement (December 8th, 2010)

This ESCROW AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of September 4, 2009 (the "Effective Date"), by and among DeWind Turbine, Co., a California corporation ("DeWind Turbine"), DeWind, Inc., a Nevada corporation ("Seller"), and U.S. Bank National Association, a national banking association, as Escrow Agent (the "Escrow Agent").

Universal Health Services – Escrow and Security Agreement (October 5th, 2010)

This ESCROW AND SECURITY AGREEMENT (this Escrow and Security Agreement) is made and entered into as of September 29, 2010 among UHS Escrow Corporation (the Pledgor), a Delaware corporation and a wholly owned subsidiary of Universal Health Services, Inc. (the Company), Union Bank, N.A., a national banking association, as Trustee under the Indenture referred to below (in such capacity, the Trustee), Union Bank, N.A., as securities intermediary and escrow agent (in such capacity, the Escrow Agent), and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and the other initial purchasers party to the Purchase Agreement (as defined herein) (collectively, the Initial Purchasers), in favor of the holders (the Holders) of the Notes (as defined herein) issued on the date hereof by the Pledgor under the Indenture referred to below.

Amended and Restated Escrow and Security Agreement (February 24th, 2010)

THIS AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this Agreement) is made and entered into as of January 15, 2010 among SONIC AUTOMOTIVE, INC., a Delaware corporation (the "Company and a Grantor), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a Grantor, and collectively with the Company, the Grantors), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the Administrative Agent) for each of the lenders (the Lenders) now or hereafter party to the Revolving Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Cash Management Arrangements as more particularly described in Section 21 hereof, the Revolving Secured Parties). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Revolving Credit A

CLEARWIRE ESCROW CORPORATION, as Grantor and CLEARWIRE COMMUNICATIONS LLC, Solely With Respect to Sections 1.1(c), 1.7(d) and 3.2 ESCROW AND SECURITY AGREEMENT Dated as of December 9, 2009 (December 15th, 2009)

THIS ESCROW AND SECURITY AGREEMENT is entered into on December 9, 2009 (as amended, modified or supplemented from time to time in accordance with the Indenture described below, this Agreement), by and between, Wilmington Trust FSB in its capacities as escrow agent, depositary bank and securities intermediary (collectively in such capacities, the Escrow Agent), and in its capacity as trustee under the Indenture described below (in such capacity, the Trustee), Clearwire Escrow Corporation, a Delaware corporation (the Grantor), and Clearwire Communications LLC, a Delaware limited liability company (the Company), solely with respect to Sections 1.1(c), 1.7(d) and 3.2 of this Agreement.

JDA Software – JDA Software Group, Inc., as Company ESCROW AND SECURITY AGREEMENT (December 11th, 2009)

THIS ESCROW AND SECURITY AGREEMENT is entered into on December 10, 2009, by and between U.S. Bank National Association, a national banking association, in its capacities as escrow agent, depositary bank and securities intermediary (collectively in such capacities, the Escrow Agent), U.S. Bank National Association, a national banking association, in its capacity as Trustee (the Trustee), and JDA Software Group, Inc., a Delaware corporation (the Company).

JDA Software – JDA Software Group, Inc., as Company ESCROW AND SECURITY AGREEMENT (December 11th, 2009)

THIS ESCROW AND SECURITY AGREEMENT is entered into on December 10, 2009, by and between U.S. Bank National Association, a national banking association, in its capacities as escrow agent, depositary bank and securities intermediary (collectively in such capacities, the Escrow Agent), U.S. Bank National Association, a national banking association, in its capacity as Trustee (the Trustee), and JDA Software Group, Inc., a Delaware corporation (the Company).

MxEnergy Holdings Inc – Escrow and Security Agreement (September 28th, 2009)

This ESCROW AND SECURITY AGREEMENT (this Agreement), dated as of September 22, 2009, is by and among MXenergy Holdings Inc., a Delaware corporation (the Company), Law Debenture Trust Company of New York, as the trustee under the Indenture (as defined below) (the Trustee), and Law Debenture Trust Company of New York, as escrow agent and securities intermediary (in such capacity, together with its successors in such capacity, the Escrow Agent). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Indenture (as defined below).

Composite Technology – Escrow and Security Agreement (September 11th, 2009)

This ESCROW AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of September 4, 2009 (the "Effective Date"), by and among DeWind Turbine, Co., a California corporation ("DeWind Turbine"), DeWind, Inc., a Nevada corporation ("Seller"), and U.S. Bank National Association, a national banking association, as Escrow Agent (the "Escrow Agent").

Centerline Hdg Csobi – Stabilization Guaranty, Escrow and Security Agreement (January 3rd, 2008)

THIS STABILIZATION GUARANTY, ESCROW AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this Agreement), dated as of December 1, 2007, is between CENTERLINE STABILIZATION 2007-1 SECURITIZATION, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (together with its successors and assigns the Guarantor), and FEDERAL HOME LOAN MORTGAGE CORPORATION, a shareholder-owned government-sponsored enterprise organized and existing under the laws of the United States (together with its successors and assigns Freddie Mac).

ESCROW AND SECURITY AGREEMENT Among GC IMPSAT HOLDINGS I PLC, as Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent Dated as of February 14, 2007 REFERENCE NUMBER: 21564500 SHORT TITLE OF ACCOUNT: GC Impsat Holdings I Plc Escrow and Security Agreement (February 20th, 2007)

This Agreement is being entered into in connection with (i) the Purchase Agreement (the Purchase Agreement), dated as of February 8, 2007, between the Company and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers (collectively, the Initial Purchasers), and, upon consummation of the Merger (as defined in the Purchase Agreement), each of the Guarantors (as defined below) and Impsat S.A. (IMPSAT Colombia) and (ii) the Indenture, dated as of the date hereof (the Indenture), between the Company and the Trustee and, upon consummation of the Merger, each of the guarantors party thereto (the Guarantors) governing the Companys $225,000,000 in aggregate principal amount of 9.875% Senior Notes due 2017 (the Securities). Pursuant to the Purchase Agreement and as described in the Companys Offering Circular, dated February 8, 2007 (the Offering Circular), the Company is offering (the Offering) the Securities. Capitalized terms, which are used but not defined herein, hav

Escrow and Security Agreement (November 15th, 2006)

THIS ESCROW AND SECURITY AGREEMENT (this Agreement), dated as of November 9, 2006, is by and among FIBERTOWER CORPORATION, a Delaware corporation (the Company), Wells Fargo Bank, National Association, as the trustee under the Indenture (as defined below) (the Trustee), and Wells Fargo Bank, National Association, as escrow agent and securities intermediary (in such capacity, together with its successors in such capacity, the Escrow Agent). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Indenture.

Stock Pledge, Escrow and Security Agreement (October 27th, 2006)

THIS STOCK PLEDGE, ESCROW AND SECURITY AGREEMENT (this Agreement) is made as of the ___ day of October, 2006 by CORD BLOOD AMERICA, INC., a California corporation having its principal office at 9000 W. Sunset Boulevard, Suite 400, Los Angeles, California 90069 (the Pledgor), to BERGEN COMMUNITY REGIONAL BLOOD CENTER, a New Jersey nonprofit corporation d/b/a Community Blood Services having its principal office at 800 Kinderkamack Road, Oradell, New Jersey 07649 (the Secured Party).

ESCROW AND SECURITY AGREEMENT Between GARDNER DENVER, INC. And THE BANK OF NEW YORK TRUST COMPANY, N.A., as Escrow Agent and Trustee Dated as of May 4, 2005 ACCOUNT NUMBER: 138885 SHORT TITLE OF ACCOUNT Gardner Denver Escrow Account (May 4th, 2005)

This Agreement is being entered into in connection with the Purchase Agreement (the Purchase Agreement), dated as of April 28, 2005, among the Company, the subsidiary guarantors named therein (the Subsidiary Guarantors), and Bear, Stearns & Co. Inc. (Bear Stearns), J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Harris Nesbitt Corp., NatCity Investments, Inc., Mitsubishi Securities International plc, Piper Jaffray & Co. and Scotia Capital (USA) Inc. (collectively, the Initial Purchasers), and the Indenture (the Indenture), dated as of May 4, 2005, governing the Companys 8% Senior Subordinated Notes due 2013 (the Notes), among the Company, the Subsidiary Guarantors and The Bank of New York Trust Company, N.A., as trustee (the Trustee). Capitalized terms, which are used but not defined herein, have the respective meanings specified in the Indenture. Pursuant to the Purchase Agreement and the Companys Offering Memorandum, dated as of April 28, 2005 (the Offering Memorandum), t

Ecca Enterprises Inc – Escrow and Security Agreement (May 3rd, 2005)

This ESCROW AND SECURITY AGREEMENT (this Escrow and Security Agreement) is made and entered into as of February 4, 2005 among LFS-Merger Sub, Inc., a Texas corporation (the Pledgor), The Bank of New York, as Trustee under the Indenture referred to below (in such capacity, the Trustee), The Bank of New York, as securities intermediary and escrow agent (in such capacity, the Escrow Agent), and J.P. Morgan Securities Inc., Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the Initial Purchasers), in favor of the holders (the Holders) of the Notes (as defined herein) issued on the date hereof by the Pledgor under the Indenture referred to below.