TAX ESCROW AGREEMENT
 
 
 THIS TAX ESCROW AGREEMENT (this "Agreement") is made and entered into as of
December 31, ……….., by and between XYZ, INC., a Minnesota corporation
("Company"); YYY ....., INC., a Minnesota corporation and wholly owned
subsidiary of Company ("YYY"); CCCC …………………., a
Delaware corporation ("CCCC ………."); and FIRST UNION NATIONAL BANK, a bank
organized under the laws of the United States of America with offices at …………….. Street, ……………………., as Escrow Agent (the "Escrow
Agent").
 
 
 
 
 
 
 
 
 
RECITALS AND CERTAIN DEFINITIONS
 
 WHEREAS, Company and YYY have entered into a Tax Allocation and Indemnity
Agreement dated as of December 31, …………, and attached hereto as Exhibit A (the
"Tax Allocation Agreement"), which provides for, among other things, the
allocation of, and indemnification against, certain Tax liabilities, the
preparation and filing of certain Tax Returns and the payment of Taxes related
thereto and certain related matters;
 

IL DOCUMENTO È INCOMPLETO, A RICHIESTA SARÀ INVIATA UNA COPIA COMPLETA (artt.17 ss Cod.Deont.)

STUDIO

MISURACA & Associati/Associates

Studio Legale

Law Firm

www.smaf-legal.com

Il documento manca di molte parti, lo studio legale SMAF invia su gentile richiesta una completa copia a titolo di prestazione professionale a pagamento ex artt.17 ss. Cod. Deont. Forense / The document has missing parts; please, consider SMAF law firm allowed to send a you a payable copy according to Italian Forensic Deontology Code.

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e-mail: misuraca@smaf-legal.com

 
 
 WHEREAS, all capitalized terms used herein, but which are not otherwise
defined, shall have the meanings given to them in the Tax Allocation Agreement;
 
 WHEREAS, pursuant to the Distribution Agreement, the capital stock of YYY
was distributed to the holders of common stock of Company as of the effective
date of the Tax Allocation Agreement, which is also the Distribution Date
referred to in the Tax Allocation Agreement; and, as of the Distribution Date,
but after the Distribution, Company became a wholly-owned subsidiary of CCCC
Place pursuant to the Merger Agreement referred to in the Tax Allocation
Agreement;
 
 WHEREAS, the Tax Allocation Agreement provides for the allocation of certain
Stratosphere Tax Benefits, which may be realized or received as a result of
losses and/or Income Tax deductions attributable to the ownership by Company and
other Pre-Distribution Members of investments in and obligations of
Stratosphere;
 
 WHEREAS, the Tax Allocation Agreement provides further that, to the extent
Company, YYY or any other Pre-Distribution Member realizes or receives any
amount of Stratosphere Tax Benefits from the Base Stratosphere Loss, such amount
shall be deposited in escrow (the "Escrow") and held by the Escrow Agent in an
account established by YYY and Company for the benefit of YYY, as security
for YYY' obligation to indemnify Company as set forth in Section 3(d)(i) of
the Tax Allocation Agreement (the "Escrow Account");
 
 WHEREAS, a portion of such Stratosphere Tax Benefits, in the amount of
$17,339,000, has been realized or received by Company and/or another
Pre-Distribution Member; and the Tax Allocation Agreement requires that such
amount be deposited in cash as the initial portion of the Escrow (the "Initial
Deposit"); and
 
 
 
 1
<PAGE> 2
 
 WHEREAS, Company, YYY and CCCC Place desire that the Escrow Agent accept
the Initial Deposit and hold the Initial Deposit and any subsequent deposits
required to be placed in the Escrow under the Tax Allocation Agreement; and the
Escrow Agent is willing to do so, all on the terms and subject to the conditions
set forth in this Agreement;
 
 AGREEMENT
 
 NOW THEREFORE, in consideration of the foregoing premises, which are an
integral part of this Agreement, and the respective covenants, terms and
conditions set forth below, the parties hereto agree as follows:
 
 Section 1. Other Defined Terms. For purposes of this Agreement:
 
 "Appeal Notice" means a written notice signed by a Company Appointee or a
YYY Appointee and certifying on behalf of the Appointee's principal that such
principal has appealed an arbitrator's award under this Agreement or
accountant's determination under Section 2(g) of the Tax Allocation Agreement to
a court of competent jurisdiction and that such appeal is permitted under the
Tax Allocation Agreement or this Agreement (as applicable) and applicable law.
 
 "Appointee," "Company Appointee" and "YYY Appointee" have the respective
meanings set forth in Section 2.
 
 "cash" means United States Dollars in such form as may, at the time, be
legal tender for the payment of debts in the United States.
 
 "Cash Equivalents" means Short-Term Treasuries or Joint Approval Cash
Equivalents.
 
 "Joint Approval Cash Equivalents" means United States Dollar indebtedness in
any of the following forms, if and to the extent the Escrow Agent has been
directed to invest in such indebtedness in a joint written investment direction
signed both by a Company Appointee and a YYY Appointee: (i) the outstanding
short-term debt Securities of any corporation so long as such debt securities
are rated at least "A" by Standard & Poor's Corporation and are not "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act of
1933, as amended, (ii) marketable direct obligations guaranteed by the United
States Government and backed by the full faith and credit of the United States,
issued after July 18, 1984 and maturing within 90 days from the date of
acquisition thereof, (iii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within 90 days from the date of
acquisition thereof and, at the time of acquisition, having a rating in one of
the two highest rating categories obtainable from either Standard & Poor's
Corporation or Moody's Investors Service, Inc. (or, if at any time, neither of
such rating services shall be rating such obligations, then from such other
nationally recognized rating services as may be acceptable to Company), (iv)
certificates of deposit maturing within 90 days from the date of acquisition
thereof and issued by any commercial bank which accepts deposits insured by the
Federal Deposit Insurance Corporation and which has a combined capital and
surplus greater than $500 million and a long term certificate of deposit rating
in one of
 
 
 
 
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<PAGE> 3
 
 
the two highest rating categories obtainable from either Standard & Poor's
Corporation or Moody's Investors Service, Inc. (or, if at any time, neither of
such rating services shall be rating such obligations, then from such other
nationally recognized rating services as may be acceptable to Company) (any such
commercial bank, an "Acceptable Bank"); (v) repurchase agreements, Eurodollar
deposits and bankers acceptances maturing within 90 days from the date of
acquisition thereof and issued by an Acceptable Bank; (vi) investments in money
market funds that invest solely in (a) Short-Term Treasuries or repurchase
agreements secured by Short-Term Treasuries or (b) Joint Approval Cash
Equivalents of the type described in clauses (i) through (v) above or repurchase
agreements secured by such Joint Approval Cash Equivalents; or (vii) any other
instrument that is specifically approved in writing by YYY and Company, if the
Escrow Agent receives opinions of counsel reasonably satisfactory to it stating
that such writing has been duly authorized, executed and delivered by each of
them and is binding upon and enforceable against each of them.
 
 "Joint Release Notice" means a written notice signed by a YYY Appointee
and a Company Appointee acting jointly, to the effect that any specified portion
of the property held by the Escrow Agent as the Escrow shall be delivered to
YYY or Company.
 
 "YYY Tax Indemnity Obligation" shall mean any present and future
indemnities, liabilities and obligations at any time arising under, pursuant to
or in respect of the obligation of YYY to indemnify Company for certain Taxes
as set forth in Section 3(d)(i) of the Tax Allocation Agreement, but shall not
include any other present or future indemnities, liabilities or obligations of
YYY or any of its subsidiaries under the Tax Allocation Agreement or
otherwise.
 
 "Short-Term Treasuries" means United States Dollar indebtedness consisting
of marketable direct obligations issued by the United States Government or any
agency thereof and backed by the full faith and credit of the United States, in
the form of Book-entry Securities maintained by the Escrow Agent or any nominee
acting for it, solely in its name, in an account at the Federal Reserve Bank of
New York under the Treasury/Reserve Automated Debt Entry System, issued after
July 18, 1984 and maturing within 90 days from the date of acquisition thereof.
 
 Section 2. Appointees. YYY and Company each hereby appoints its
"Appointees" as follows, with the powers, authority and duties described below
in this Section 2:
 
 (a) YYY Appointees. YYY hereby appoints as its Appointees
hereunder (each a "YYY Appointee") the following officers of YYY, as in
office from time to time: (i) its Chairman of the Board, its President and Chief
Executive Officer and (iii) its Chief Financial Officer.
 
 (b) Appointees of Company and CCCC Place. CCCC Place and Company
(for itself and each Post-Distribution Company Member) hereby appoint as their
Representatives hereunder (each a "Company Appointee") the following officers of
Company, as in office from time to time: (i) its Executive Vice President and
Chief Financial Officer, (ii) its Senior Vice President and Treasurer, (iii) its
Senior Vice President and Controller and (iv) its General Counsel.
 
 
 
 
 3
<PAGE> 4
 
 (c) Powers and Authority of Parties' Appointees. Each of the
Appointees appointed above is authorized to act alone, as the duly appointed
agent and attorney-in-fact of the Appointee's principal, with full power of
substitution, in any and all capacities, for all purposes of this Agreement.
Actions and inactions by any such Appointee under this Agreement shall be
binding and conclusive on the Appointee's principal and may be conclusively
relied upon by the other parties hereto. YYY or Company, upon 10 days' written
notice to the other parties, may remove any person it has appointed as Appointee
and may appoint any other person as its Appointee. No Appointee shall be liable
for any action taken or omitted by such Appointee, or any action suffered by
such Appointee to be taken or omitted, in good faith, and in the exercise of
such Appointee's own best judgment.
 
 (d) Specimen Signatures. Each of YYY and Company shall cause each
person at any time appointed as an Appointee of such party to present a specimen
signature to the Escrow Agent within a reasonable time.
 
 Section 3. Establishment and Effect of Escrow.
 
 (a) Deposits in Escrow. Whenever Section 3(d) of the Tax Allocation
Agreement requires Company or any other Pre-Distribution Member to deposit an
amount in the Escrow to be established pursuant to Section 4 of the Tax
Allocation Agreement, including the Initial Deposit, each such amount shall be
deposited in cash with the Escrow Agent and placed in the Escrow Account
provided for in this Section 3; provided, however, that such Escrow has not
already been funded to the full extent provided in Section 4 of the Tax
Allocation Agreement or previously terminated under the Tax Allocation Agreement
or this Agreement. The Escrow Agent hereby acknowledges receipt of the Initial
Deposit in the Escrow. Any and all such Escrow deposits shall be held in the
Escrow Account and released or distributed from the Escrow Account only as
provided under this Agreement. Company, CCCC Place and YYY hereby consent to
the creation of the Escrow and agree that the Escrow Account is to be held and
applied by the Escrow Agent as provided in this Agreement.
 
 (b) Escrow Account. The Escrow Agent shall maintain the Escrow
Account as a separate account for the benefit of YYY and as security for the
YYY Tax Indemnity Obligation, subject to the rights, benefits and privileges
of Company and each other Post-Distribution Company Member hereunder. The Escrow
Agent agrees to (i) accept such cash deposits in the Escrow Account, (ii) to
hold and invest such cash deposits, investments and any income and other
proceeds thereof in accordance with Section 4, as part of the Escrow Account in
accordance with this Agreement and (iii) to release or distribute the balance of
the Escrow Account from escrow from time to time only as provided in this
Agreement. All cash or other property held as part of the Escrow shall at all
times be clearly identified on the Escrow Agent's accounts as being held by the
Escrow Agent under this Agreement. Any party hereto may at any time during the
Escrow Agent's business hours (with reasonable notice) inspect any records or
reports relating to the Escrow.
 
 (c) No Encumbrance. Neither the Escrow, any cash or other property in
the Escrow Account, nor any beneficial interest therein may be pledged, sold,
assigned or transferred
 
 
 
 
  4
<PAGE> 5
 
(including by operation of law) by YYY, CCCC Place or Company or may be taken
or reached by any legal or equitable process in satisfaction of any debt or
other liability of YYY, CCCC Place or Company, prior to the Escrow Agent's
delivery of cash or other property from the Escrow to any such party pursuant to
this Agreement.
 
 (d) Non-Exclusive Remedy. Company and YYY agree and acknowledge
that the Escrow shall not be Company's exclusive method of receiving
indemnification from YYY pursuant to the YYY Tax Indemnity Obligation; and,
except to the extent the YYY Tax Indemnity Obligation is satisfied from the
Escrow, YYY shall be and remain in all respects personally liable for the
YYY Tax Indemnity Obligation and such liability may be enforced by any lawful
means.
 
 Section 4. Investment of Escrow. The Escrow Agent shall keep all cash at any
time held by it as part of the Escrow, from whatever source such cash may be
derived, in an interest-bearing account in United States Dollars maintained by
the Escrow Agent solely in the name of the Escrow Agent, in its capacity as
Escrow Agent hereunder, except that:
 
 (a) Such cash shall be invested and reinvested by the Escrow Agent in
Short-Term Treasuries, but only if: (i) the Escrow Agent is so directed in
writing by a Company Appointee, who also states in such writing in good faith
that an amount is due Company under the YYY Tax Indemnity Obligation and has
not been satisfied hereunder or otherwise; or (ii) the Escrow Agent has received
written directions from a YYY Appointee, stating that any and all cash held by
the Escrow Agent as part of the Escrow shall be kept invested in Short-Term
Treasuries.
 
  (b) Notwithstanding the foregoing, such cash shall be invested by the
Escrow Agent in Joint Approval Cash Equivalents if and to the extent so directed
by a YYY Appointee and a Company Appointee acting jointly.
 
 (c) Such cash and Cash Equivalents shall be invested and reinvested
solely in the name of the Escrow Agent or its nominee.
 
 (d) The Escrow Agent shall be entitled to sell or redeem any such
investment as necessary to make any release or distribution required under this
Agreement; and shall not be liable or responsible for any loss resulting from
any such sale or redemption or from any investment or failure to invest made in
accordance with this Agreement.
 
 (e) Income, if any, resulting from the investment of the Escrow and
received by the Escrow Agent during any calendar quarter shall be distributed by
the Escrow Agent to YYY within fifteen days after the end of such quarter,
notwithstanding any other provision of this Agreement.
 
 Section 5. Releases and Distributions From Escrow. The Escrow Agent
shall release to YYY and/or distribute to Company all property held as the
Escrow, subject to prior payment of the Escrow Agent's fees and expenses
hereunder, within five (5) business days after the Escrow Agent either receives
a Joint Release Notice specifying the amount or amounts to be released
 
 
 
 5
<PAGE> 6
 
and/or distributed to each of YYY and/or Company, or receives the specified
form of direction or notice of the earliest of the events described in the
following paragraphs (a) through (f), and such release and/or distribution shall
be made in the applicable form required by paragraph (g) of this Section 5:
 
 (a) Section 355 Conclusion. If and when Company (and its
Representatives) and YYY (and its Representatives) shall have mutually agreed
in writing as provided in Section 4(b)(i) of the Tax Allocation Agreement that
the amount of the Section 355 Tax Liability is reasonably ascertainable, that
the amount of Stratosphere Losses remaining after any pre-Distribution
realization of Stratosphere Tax Benefits under Section 3(d) of the Tax
Allocation Agreement is sufficient for the realization of Stratosphere Tax
Benefits that will reduce the Section 355 Tax Liability to zero and that Company
will have a "reasonable basis" (as defined in Code section 6662) for doing so in
the applicable Tax Return to be filed by Company for federal Income Tax purposes
(the "Section 355 Conclusion"); or if the Section 355 Conclusion shall have been
reached in writing by an accountant under Section 2(g) of the Tax Allocation
Agreement; and in either case a Joint Release Notice is not promptly signed by a
Company Appointee, YYY may elect to deliver a copy of such written agreement
or accountant's determination to the Escrow Agent along with a direction to
release all property held in the Escrow Account to YYY; and the Escrow Agent
shall follow such direction thirty (30) days after its receipt, as if it were a
Joint Release Notice, unless the Escrow Agent has received an Appeal Notice from
Company before the end of such 30-day period. If the Escrow Agent is not
properly directed to release the Escrow property under this paragraph, the
Escrow shall remain in effect until the earliest of the events described in the
following paragraphs of this Section 5.
 
 (b) Expiration of YYY Tax Indemnity Obligation. If the YYY Tax
Indemnity Obligation shall have expired as a result of a Final Determination or
the expiration of the latest applicable Income Tax statute of limitation, and
the date of such any such expiration shall have been either agreed upon by
Company and YYY in writing or otherwise determined by an accountant in the
manner provided in Section 2(g) of the Tax Allocation Agreement; and in either
case a Joint Release Notice is not promptly signed by a Company Appointee, YYY
may elect to deliver a copy of such written agreement or accountant's
determination to the Escrow Agent along with a direction to release all property
held in the Escrow Account to YYY after such date has passed; and the Escrow
Agent shall follow such direction thirty (30) days after its receipt, as if it
were a Joint Release Notice, unless the Escrow Agent has received an Appeal
Notice from Company before the end of such 30-day period. If the Escrow Agent is
not properly directed to release the Escrow property under this paragraph, or if
there is a conflict in the directions received by the Escrow Agent under this
section, the Escrow shall remain in effect until the earliest of the events
described in the following paragraphs of this Section 5.
 
 (c) Prior Satisfaction of YYY Tax Indemnity Obligation. If YYY
shall have satisfied the YYY Tax Indemnity Obligation from sources other than
the Escrow, and Company and YYY shall have agreed in writing that such
obligation has been satisfied or the fact of such satisfaction shall have been
determined by an accountant in the manner provided in Section 2(g) of the Tax
Allocation Agreement; and in either case a Joint Release Notice is not promptly
signed by a Company Appointee, YYY may elect to deliver a copy of such written
agreement or accountant's determination to the Escrow Agent along with a
direction to release all property held
 
 
 
 
 6
<PAGE> 7
 
in the Escrow Account to YYY; and the Escrow Agent shall follow such direction
thirty (30) days after its receipt, as if it were a Joint Release Notice, unless
the Escrow Agent has received an Appeal Notice from Company before the end of
such 30-day period. If the Escrow Agent is not properly directed to release the
Escrow property under this paragraph, the Escrow shall remain in effect until
the earliest of the events described in the following paragraphs of this Section
5.
 
 (d) Settlement of YYY Tax Indemnity Obligation. All or a specified
amount of cash from the Escrow shall be distributed to Company on behalf of
YYY, on account of the YYY Tax Indemnity Obligation, and the balance (if
any) of the Escrow Account shall be released to YYY upon the Escrow Agent's
receipt of a Joint Release Notice specifying the amounts to be distributed to
Company and released to YYY. Such a notice shall be delivered to the Escrow
Agent by YYY and Company promptly after they have agreed in writing on any
amount of the YYY Tax Indemnity Obligation to be satisfied from the Escrow, or
such amount shall have been determined in writing by an accountant in the manner
provided in Section 2(g) of the Tax Allocation Agreement. If any such amount due
Company is determined in writing by an accountant under Section 2(g) of the Tax
Allocation Agreement, and a Joint Release Notice is not promptly signed by both
Company Appointee and a YYY Appointee, either YYY or Company may elect to
deliver a copy of such written accountant's determination to the Escrow Agent
along with a direction to distribute such amount from the property held in the
Escrow Account to Company, and release the balance of the Escrow property to
YYY; and the Escrow Agent shall follow such direction thirty (30) days after
its receipt, as if it were a Joint Release Notice, unless the Escrow Agent has
received from Company or YYY an Appeal Notice before the end of such 30-day
period. If no such Joint Release Notice is delivered to the Escrow Agent, the
Escrow shall remain in effect until the earlier of the events described in the
following paragraphs of this Section 5.
 
 (e) Arbitration Award. The Escrow Agent shall disburse any remaining
property held as the Escrow in accordance with an arbitrator's written award
directing that such disbursement made to YYY and/or Company, delivered in an
arbitration proceeding conducted in accordance with the provisions of Section 6;
and such disbursement shall be made thirty (30) days after the Escrow Agent's
receipt of a copy of such order signed by the arbitrators, unless the Escrow
Agent has received an Appeal Notice from Company before the end of such 30-day
period.
 
 (f) Court Order. The Escrow Agent shall disburse any remaining
property held as the Escrow in accordance with a final, non-appealable order of
a court of competent jurisdiction directing that such disbursement made to YYY
and/or Company, upon the Escrow Agent's receipt of a certified copy of such
order.
 
 (g) Form of Release or Distribution. The Escrow Agent shall carry out
any release and/or distribution from the Escrow under this Section 5, in either
of the following ways, as applicable:
 
 (i) The Escrow Agent shall convert the assets of the Escrow to
cash and transmit such cash by wire transfer according to the written
instructions of the intended
 
 
 
 
 
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<PAGE> 8
 
recipient or, if no such instructions are received within two (2) business days
before the payment is to be made hereunder, the Escrow Agent may make such
payment by its check, which shall in that case be mailed to the recipient's
address as provided in the Tax Allocation Agreement; or
 
 (ii) if a Joint Release Notice specifies that certain Escrow
property shall be assigned to a specified party, such specified property shall
be assigned to such party in writing (in a form reasonably satisfactory to such
party's counsel); and the appropriate documents and instruments shall be
delivered by the Escrow Agent to such party.
 
 (h) Sufficiency of Notices. The Escrow Agent (i) shall not be
obligated to give any notice under any of the foregoing provisions in this
Section 5 and (ii) shall not be entitled to object to any notice given under any
such provisions.
 
 Section 6. Resolution of Escrow Disputes. 
 
 (a) Arbitration. Notwithstanding any contrary provision in any other
Section of this Agreement, the parties agree that any dispute, controversy or
disagreement among the parties related to the obligations of the parties under
this Agreement (other than any dispute required to be resolved pursuant to
Section 2(g) of the Tax Allocation Agreement), which cannot be resolved by the
parties, shall be submitted for mediation and final and binding arbitration in
accordance with Section 9.14 of the Distribution Agreement, including Section
9.14(c) regarding the parties' ability to seek specific performance or
injunctive relief thereof. 
 
 (b) Limited Access to Courts. Notwithstanding any contrary provision
in the preceding paragraph of this Section 6, the parties shall have the right
to submit to a court, in accordance with the following provisions of this
Section 6, (1) any claim asserted by the Escrow Agent, in its personal capacity,
for the payment of fees, expenses, disbursements or indemnification due to the
Escrow Agent under this Agreement; (2) any claim asserted against the Escrow
Agent personally, seeking damages or other relief against the Escrow Agent (and
not for purposes of binding the Escrow) based on or relating to any alleged
breach of any duty or other actionable conduct of the Escrow Agent and (3) any
claim asserted by or against the Escrow Agent personally (and not for purposes
of binding the Escrow) otherwise relating in any manner to the rights,
immunities and benefits granted to the Escrow Agent under this Agreement (each
of the claims described in the foregoing clauses (1), (2) and (3) is an "Escrow
Agent Claim"); and, with respect to solely to such Escrow Agent Claims:
 
 (i) No party shall be obligated or entitled to submit any such
Escrow Agent Claim to arbitration or be bound by any arbitrator's award that
might in any manner relate to any Escrow Agent Claim;
 
 (ii) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY ESCROW
AGENT CLAIM MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THOSE COURTS FOR PURPOSES OF
ADJUDICATION OF ANY
 
 
 
 
 
 8
<PAGE> 9
 
 
ESCROW AGENT CLAIM. EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION FOR PURPOSES OF ADJUDICATION OF ANY ESCROW AGENT
CLAIM. SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS MAY BE MADE BY ANY
MEANS PERMITTED BY NEW YORK LAW. 
 
 (iii) EACH PARTY HERETO WAIVES ALL RIGHTS TO A TRIAL BY JURY OF
ANY ESCROW AGENT CLAIM AND AGREES THAT SUCH ESCROW AGENT CLAIM SHALL BE TRIED BY
A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH PARTY FURTHER
AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS HEREBY WAIVED AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF,
INSOFAR AS IT MAY CREATE A DEFENSE TO ANY ESCROW AGENT CLAIM. THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT.
 
 (c) Remedies Cumulative. All rights and remedies of each party hereto
are cumulative of each other and of every other right or remedy such party may
otherwise have at law or in equity; and the exercise of one or more rights or
remedies shall not prejudice or impair the concurrent or subsequent exercise of
other rights or remedies. 
 
 Section 7. Termination of Agreement. This Agreement and the Escrow created
hereby shall terminate following the Escrow Agent's delivery of all remaining
cash or property from the Escrow Account to YYY and/or Company pursuant to
Section 5; provided, however, that Sections 6, 9, 10 and 11 shall survive the
termination of this Agreement.
 
 Section 8. Tax Matters. Each party to this Agreement shall provide a
completed IRS Form W-8 or Form W-9 to the Escrow Agent upon request by the
Escrow Agent.
 
 Section 9. Duties of the Escrow Agent. The Escrow Agent shall have no duties
or responsibilities other than those expressly set forth in this Agreement, and
no implied duties or obligations shall be read into this Agreement against the
Escrow Agent. The Escrow Agent shall have no duty to enforce any obligation of
any person, other than as may be expressly provided herein. The Escrow Agent
shall be under no liability to anyone by reason of any breach or failure on the
part of any party hereto or any maker, endorser or other signatory of any
document or any other person to perform such person's obligations under any such
document.
 
 Section 10. Liability of the Escrow Agent; Withdrawal.
 
 (a) The Escrow Agent shall not be liable for any action taken
or omitted by it, or any action suffered by it to be taken or omitted, in good
faith; and may rely conclusively and shall be protected in taking or omitting to
take any action based upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Escrow Agent), 
 
 
 
 9
<PAGE> 10
 
 
statement, instrument, report 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 and acceptability of any information therein contained) that is
believed by the Escrow Agent to be genuine and to be signed or presented by the
proper person(s). The Escrow Agent shall not be held liable for any error in
judgment made in good faith by an officer of the Escrow Agent unless it shall be
proved that the Escrow Agent was grossly negligent in ascertaining the pertinent
facts or acted intentionally in bad faith. The Escrow Agent shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if the
duties or rights of the Escrow Agent are affected, unless it shall give its
prior written consent thereto.
 
 (b) Without limitation of any other provision of this Agreement, the
Escrow Agent shall not be responsible for and may conclusively rely upon and
shall be protected, indemnified and held harmless by YYY and Company for the
sufficiency or accuracy of the form of, or the execution, validity, value or
genuineness of any document or property received (from any party), held or
delivered by it hereunder, or of the signature or endorsement thereon, or for
any description therein; nor shall the Escrow Agent be responsible or liable in
any respect on account of the identity, authority or rights of the persons
executing or delivering or purporting to execute or deliver an document,
property or this Agreement.
 
 (c) No provision of this Agreement shall require the Escrow Agent to
expend or risk its own funds or incur any liability. The Escrow Agent may refuse
to perform any duty or exercise any right or power hereunder or thereunder
unless it receives indemnity reasonably satisfactory to it against any loss,
liability or expense.
 
 (d) The Escrow Agent makes no statement, promise, representation or
warranty whatsoever, and shall have no liability whatsoever, to Company or its
successors or assigns as to the authorization, execution, delivery, legality,
enforceability or sufficiency of this Agreement; as to the existence, ownership,
quality, condition, value or sufficiency of any of the Escrow or as to any other
matter whatsoever, except only that the Escrow Agent represents and warrants to
the other parties hereto that (A) it has the right, power and authority, and all
required licenses and consents, to execute, deliver and perform its duties under
this Agreement; and (B) this Agreement have been duly executed and delivered by
it, upon due authorization, and (without representing as to the legality,
binding effect or sufficiency of any provision herein or therein) are binding
upon and legally enforceable against it, subject to laws generally affecting the
enforcement of creditors' rights and the effect of equitable principles, whether
considered in a court of law or equity.
 
 (e) In the event that the Escrow Agent shall become involved in any
arbitration or litigation relating to the Escrow, the Escrow Agent is authorized
to comply with any final, binding and nonappealable decision reached through
such arbitration or litigation.
 
 (f) The Escrow Agent may resign at any time and be discharged from its
duties and obligations hereunder, by giving notice to the other parties. Such
resignation shall not discharge or otherwise effect the Escrow or any cash or
other property comprising part of the
 
 
 
 
 10
<PAGE> 11
 
Escrow or any beneficial interest therein or the rights and powers created by or
arising under this Agreement. Such resignation shall take effect when a
successor Escrow Agent has been jointly appointed by Company and has accepted
the trusts herein provided. If a successor Escrow Agent does not take office
within sixty (60) days after the retiring Escrow Agent resigns, the retiring
Escrow Agent may petition any court of competent jurisdiction for the
appointment of a successor Escrow Agent. A successor Escrow Agent shall deliver
a written acceptance of its appointment to YYY, the retiring Escrow Agent and
to Company. Thereupon, the resignation of the retiring Escrow Agent shall become
effective, and the successor Escrow Agent shall have all the rights, powers and
duties of the Escrow Agent under this Agreement. The retiring Escrow Agent shall
promptly transfer all property held by it as Escrow Agent to the successor
Escrow Agent provided all sums owing to the retiring Escrow Agent have been
paid.
 
 (g) Notwithstanding the replacement of the Escrow Agent pursuant to
this Section 10, the resigning Escrow Agent shall continue to be entitled to the
rights, immunities and benefits provided under Sections 6, 9, 10 and 11.
 
 Section 11. Escrow Agent's Fees and Indemnification. All fees (as may from
time to time be agreed in writing by the Escrow Agent and YYY) and reasonable
expenses and disbursements of the Escrow Agent for its services hereunder, shall
be paid by YYY. Company, CCCC Place and YYY, jointly and severally, hereby
agree to indemnify the Escrow Agent for, and to hold it harmless against, any
loss, liability or expense incurred without gross negligence or willful
misconduct on the part of the Escrow Agent, including legal or other fees
arising out of or in connection with its entering into this Agreement and
carrying out its duties hereunder, including the costs and expenses of defending
itself against any claim of liability in the premises or any action for
interpleader. The Escrow Agent shall be under no obligation to institute or
defend any action, suit, or legal proceeding in connection with this Agreement,
unless first indemnified and held harmless to its satisfaction in accordance
with the foregoing, except that the Escrow Agent shall not be indemnified
against any loss, liability or expense arising out of its bad faith, gross
negligence or willful misconduct. Such indemnity shall survive the termination
or discharge of this Agreement or resignation of the Escrow Agent.
 
 Section 12. Miscellaneous Provisions.
 
 (a) Notices. All notices, requests, demands and other communications
that are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when given as provided in the Tax
Allocation Agreement, except that if given to the Escrow Agent it shall be
addressed as follows:
 
 First Union National Bank
 ………………
 ...., ………………
 Attn: ………., Corporate Trust Dept.
 Telecopy …………………
 
 
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<PAGE> 12
 
 (b) Modification: Waiver. Subject to applicable law, this Agreement
may be amended, modified or supplemented, with respect to any of the terms
contained herein, only by written agreement of the parties; and the rights,
remedies, immunities and benefits created hereby or arising hereunder in favor
of any person may be waived by it only by an instrument in writing signed by it.
No such right, remedy, immunity or benefit shall be deemed waived by reason of
such person's failure to act, oral statements or course of conduct, including
any grant of a waiver on a different or prior occasion.
 
 (c) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the word "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation." This Agreement shall not be construed for or against any party by
reason of the authorship or alleged authorship of any provision hereof or by
reason of the status of the respective parties.
 
 (d) Assignment. This Agreement, and the rights, interests and
obligations hereunder, shall not be assigned by YYY (whether by operation of
law or otherwise) without the prior written consent of Company. Subject to the
foregoing provisions of this paragraph, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.
 
  (e) Governing Law. This Agreement shall be construed and interpreted,
and the rights of the parties shall be determined, in accordance with the laws
of the State of New York (without reference to the choice of law provisions).
 
 (f) Severability. Each party agrees that, should any court or other
competent authority hold any provision of this Agreement or part hereof to be
null, void or unenforceable, or order any party to take any action inconsistent
herewith or not to take an action consistent herewith or required hereby, the
validity, legality and enforceability of the remaining provisions and
obligations contained or set forth herein shall not in any way be affected or
impaired thereby. Upon any such holding that any provision of this Agreement is
null, void or unenforceable, the parties will negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
by this Agreement are consummated to the extent possible. Except as otherwise
contemplated by this Agreement, to the extent that a party hereto took an action
inconsistent herewith or failed to take action consistent herewith or required
hereby pursuant to an order or judgment of a court or other competent authority,
such party shall incur no liability unless such party did not in good faith seek
to resist or object to the imposition or entering of such order or judgment;
provided, however, that nothing in this paragraph shall be deemed to limit or
otherwise modify the Escrow Agent's rights under Sections 6, 10 and 11.
 
 (g) Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be considered one and the same instrument and
shall become effective when executed and delivered by each of the parties.
 
 [signature page to follow]
 
 12
<PAGE> 13
 IN WITNESS WHEREOF, each of the parties has executed this Agreement as 
of the date first set forth above.
 
 XYZ, INC.
 
 By: /s/ …………..
  --------------------------------
 Its: CFO
 -----------------------------
 
 YYY ....., INC.
 
 By: /s/ ………………………
 --------------------------------
 Its: CFO
  -----------------------------
 
 CCCC …….. 
 
 By: /s/ ……………..
 --------------------------------
 Its: ………
 -----------------------------
 ………………………….
 
 
  FIRST UNION NATIONAL BANK
 
 By: /s/ …………..
 --------------------------------
 Its:  ……………….
 -----------------------------
 
 
 
 13
<PAGE> 14
 
 
 
 
 EXHIBIT A
 
 Attached as Exhibit A to this Tax Escrow Agreement is a copy of the Tax
Allocation and Indemnity Agreement between Company and YYY (SEE EXHIBIT 10.3).