escrow Agreement

EXHIBIT 10.37 - ESCROW AGREEMENT


ESCROW DEPOSIT AGREEMENT


BETWEEN


INTERNATIONAL CONTROLS CORP.


AND


FIRST FIDELITY BANK, NATIONAL ASSOCIATION


AS ESCROW AGENT


DATED AS OF _________ , 1994


TABLE OF CONTENTS


PAGE


Recitals ........................................ 1


SECTION 1. Pledge of Proceeds...................... 1


SECTION 2. Notice of Repayment or Redemption....... 2


SECTION 3. Special Escrow Fund..................... 2


SECTION 4. Application of Moneys on Deposit in
ICC Escrow Fund......................... 2


SECTION 5. Payment of Obligations.................. 3


SECTION 6. Irrevocable Deposit; Relinquishment
of Rights of the Company................ 3


SECTION 7. Liability of Agent...................... 3


SECTION 8. Termination; Income from Authorized
Investments............................. 4


SECTION 9. Fees of Agent........................... 4


SECTION 10. Duties of Agent; Evidence Upon Which
Agent May Act; Replacement of Agent..... 4


SECTION 11. Amendments.............................. 5


SECTION 12. Severability............................ 6


SECTION 13. Governing Law .......................... 6


SECTION 14. Counterparts............................ 6


i


SECTION 15. Section Headings........................ 6


SECTION 16. Binding Effect, etc..................... 7


SECTION 17. Notices................................. 7


ii


ESCROW DEPOSIT AGREEMENT


Escrow Deposit Agreement (the "Escrow Agreement") dated as of _______ __, 1994 between International Controls Corp., a Florida corporation (the "Company"), and First Fidelity Bank, National Association, as escrow agent (the "Agent").


W I T N E S S E T H:


WHEREAS, the Company has issued on the date hereof pursuant to a registration statement on Form S-1 under the Securities Act of 1933 (the "Offerings"): (i) $165,000,000 principal amount of __% Senior Secured Notes due 2002 and (ii) Units consisting of an aggregate of $100,000,000 principal amount of ___% Senior Subordinated Secured Notes due 2004 and warrants to purchase ___ shares of common stock, par value $0.01 per share (the "Shares"), of the Company.


WHEREAS, the Company has determined that it is in the best interests of the Company to provide for the repayment or redemption, as the case may be, of certain, indebtedness [and other obligations] of the Company [and its subsidiaries] 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, the Company has elected to deposit part of the proceeds from the Offerings with an escrow agent in an amount sufficient to pay the Obligations in full 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, the Company and the Agent agree as follows:


SECTION 1. PLEDGE OF PROCEEDS. The Company hereby irrevocably deposits with the Agent, in a fiduciary capacity for the benefit of the holders of the Obligations (the "Holders"), 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 ICC Escrow Fund (as defined in Section 3 hereof). The Company represents and warrants that the amount of the Deposit is sufficient to pay all 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 representations and warranties.


SECTION 2. NOTICE OF REPAYMENT OR REDEMPTION. The Company represents to the Agent that it is, simultaneously with the delivery of the Deposit to the Agent, giving irrevocable notice of repayment or redemption, as the case may be, to the Holders that has resulted in payments being required to be made to the Holders in the amounts and on the dates set forth on Schedule I hereto under the headings Amount and Payment Date, respectively.


SECTION 3. SPECIAL ESCROW FUND. There is hereby established and created with the Agent a special and irrevocable fund designated the "International Controls Corp. Escrow Fund" (the "ICC Escrow Fund") to be held in the custody of the Agent as a special escrow fund, separate and apart from all other funds of the Company 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 ICC 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 ICC ESCROW FUND. (a) Deposits in the ICC Escrow Fund shall not be invested 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 ICC Escrow Fund and shall, at the written direction of the Company, invest and reinvest the ICC 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 fund provided that such fund maintains the highest ratings established by each of Moody's and Standard & Poor's, in
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