Escrow Deposit Agreement

EXHIBIT 10.47


ESCROW DEPOSIT AGREEMENT


Between


GREAT DANE HOLDINGS INC.


And


FIRST FIDELITY BANK, NATIONAL ASSOCIATION
as Escrow Agent


Dated as of ______________, 1995


ESCROW DEPOSIT AGREEMENT


Escrow Deposit Agreement (the "Escrow Agreement") dated as of _________ ___, 1995 between Great Dane Holdings Inc., a Delaware corporation, ("Holdings" or the "Company") and First Fidelity Bank, National Association, as escrow agent (the "Agent").


W I T N E S E T H:


WHEREAS, on the date hereof pursuant to a registration statement on Form S-1 under the Securities Act of 1933 (the "Offering") Holdings has issued [5,700,000] shares of common stock, par value $0.01 per share (the "Shares"), of the Company.


WHEREAS, Holdings has determined that it is in the best interest of the Company to provide for the repayment or redemption, as the case may be, of certain indebtedness of the Company as listed on Schedule I hereto (including interest accrued thereon to the date of repayment or redemption, any prepayment penalties and any other required payments thereunder) (the "Obligations"); and


WHEREAS, Holdings has elected to deposit a sufficient amount of the net proceeds from the Offering with an escrow agent to pay the Obligations when they become due; and


WHEREAS, the Agent has agreed to act as escrow agent in connection with the repayment or redemption, as the case may be, of the Obligations in accordance with the terms and conditions specified in the instruments and agreements listed on Schedule I hereto (the "Agreements");


NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein, Holdings and the Agent agree as follows:


SECTION 1. PLEDGE OF PROCEEDS. Holdings hereby irrevocably deposits with the Agent for the benefit of the selected holders ("Holders") of the Obligations to be selected by the Trustee pursuant to Section 3.02 of the Indenture dated as of August 1, 1986 between Great Dane Holdings Inc. (as successor to International Controls Corp.) and First Fidelity Bank, National Association, as Trustee, and irrevocably appropriates and sets aside $____________ including any additional deposits made in accordance with this Escrow Agreement (the "Deposit"), exclusively for the repayment or redemption, as the case may be, of the Obligations, which Deposit (and any interest or other income earned thereon) is hereby pledged to, and for the sole benefit of, the Holders.


The Agent hereby acknowledges receipt of the Deposit which shall be deposited by the Agent in the Holdings Escrow Fund (as defined in Section 3 hereof). Holdings represents and warrants that the amount of the Deposit is sufficient to pay the Obligations when due, without anticipating any interest or other income being earned on the Deposit and understands that the Holders of the Obligations are relying upon such representation and warranty.


SECTION 2. NOTICE OF REPAYMENT OR REDEMPTION. Holdings represents to the Agent that the Company will give irrevocable notice of redemption on a date which is at least 30 days after the date the notice is delivered (the "Payment Date"), to the Holders in accordance with the Indenture.


SECTION 3. SPECIAL ESCROW FUND. There is hereby established and created with the Agent a special and irrevocable fund designated the "Great Dane Holdings Inc. Escrow Fund" (the "Holdings Escrow Fund") to be held in the custody of the Agent as a special escrow fund, separate and apart from all other funds of Holdings or the Agent, solely for the benefit of the Holders. All Deposits and Authorized Investments (as defined in Section 4(b) hereof) set aside and held in the Holdings Escrow Fund shall be applied to, and applied solely for, the repayment or redemption, as the case may be, of the Obligations and as otherwise provided herein.


SECTION 4. APPLICATION OF MONEYS ON DEPOSIT IN HOLDINGS ESCROW FUND. (a) Holdings shall not direct the Agent to invest deposits in the Holdings Escrow Fund at any time in any securities or other investments other than the Authorized Investments (as defined in Section 4(b) hereof).


(b) The Agent shall act as custodian of the Holdings Escrow Fund and shall, at the written direction of Holdings, invest and reinvest the Holdings Escrow Fund solely in the following investments, which constitute Authorized Investments hereunder: (i) direct obligations of the United States Government (or agencies or instrumentalities thereof), provided that such securities are obligations to which the full faith and credit of the United States of America has been pledged; (ii) certificates of deposit, time deposits or other interest-bearing deposits of commercial banks having total capital and surplus of at least $500,000,000 or (iii) the Agent's U.S. Treasury Money Market Fund provided that such fund maintains the highest ratings established by each of Moody's and Standard & Poor's, in each case with a maturity or maturities that would permit the Agent to make cash payments to repay or redeem, as the case may be, the Obligations on the Payment Date in accordance with Section 5 hereof. The Agent shall have no responsibility for the determination of such investments and shall have no liability for any investment losses resulting from the investment,


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reinvestment, sale or liquidation of the Holdings Escrow Fund, except in the case of its own gross negligence or willful misconduct.


(c) Except as otherwise specifically provided herein, Holdings covenants and agrees that the Agent (for the benefit of the Holders) shall have full and complete control and authority over and with respect to the Holdings Escrow Fund and the moneys deposited therein and that Holdings shall not exercise any control or authority over or with respect to the Holdings Escrow Fund or the moneys deposited therein.


SECTION 5. PAYMENT OF OBLIGATIONS. On the Payment Date the Agent shall apply sufficient funds, to the extent available, from the funds held in the Holdings Escrow Fund to the payment in full of the Obligations (as such paymen ...