EXHIBIT 10.24
ESCROW AGREEMENT
THIS AGREEMENT, ("the Agreement") is entered into this 20 day of March, 1996
(the "Effective Date"), by and among Corinthian Schools, Inc., a Delaware
corporation ("Buyer"), Repose, Inc., a Washington corporation ("Seller")
(hereinafter collectively referred to as the "Parties" or in the singular as a
"Party"), and Key Trust Company of the Northwest, a Washington banking
corporation ("Escrow Agent").
WITNESSETH:
WHEREAS, with reference to that certain Asset Purchase Agreement of even date
herewith between the Parties, Buyer shall deposit the cash sum of two hundred
thousand dollars ($200,000) into an escrow account to be designated as the
"Corinthian/Repose Escrow Account" (the "Escrow Account") to be held and
administered by the Escrow Agent; and
WHEREAS, Escrow Agent hereby accepts appointment as escrow agent and agrees to
act as such on the terms and under the conditions of this Agreement.
NOW, THEREFORE, BE IT AGREED:
1. Deposit and Disbursement.
------------------------
The Parties hereby agree that Buyer has deposited with Escrow Agent the
amount of two hundred thousand dollars ($200,000) (the "Escrow Funds") for
deposit to the Escrow Account. Escrow Agent shall not pay, release or
distribute any portion or all of the Escrow Funds except in accordance with
the provisions set forth in Exhibit A-1 attached hereto.
2. Responsibilities and Obligations of Escrow Agent.
------------------------------------------------
a. Escrow Agent assumes no responsibilities, obligations, or liabilities
except those expressly provided for in this Agreement and as follows:
1. Escrow Agent shall have no responsibility, obligation or
liability to any person with respect to any action taken,
suffered or omitted to be taken by it in good faith under this
Agreement and shall in no event be liable hereunder except for
its gross negligence or willful misconduct.
2. Notwithstanding anything herein to the contrary, no reference in
this Agreement to any other agreement shall be construed or
deemed to
Page 1 of 7
enlarge the responsibilities, obligations or liabilities of
Escrow Agent set forth in this Agreement, and Escrow Agent is not
charged with knowledge of any other agreement.
b. Escrow Agent shall be protected in relying upon the truth of any
statement contained in any Requisition and in acting upon any
Requisition, notice, request, certificate, approval, consent, or other
proper paper, which on its face and without inquiry as to any other
facts, appears to be genuine and to be signed by the proper Party or
Parties, and is entitled to believe all signatures are genuine and
that any person signing any such paper who claims to be duly
authorized is in fact so authorized.
c. Escrow Agent shall be entitled to act on any instruction given to it
in writing and signed by all Parties and shall be fully protected in
so doing.
d. Escrow Agent shall be entitled to act in accordance with any court
order or other final determination by any governmental authority with
jurisdiction of any matter arising hereunder.
e. Escrow Agent shall have no responsibility to make payments out of the
Escrow Account for any amount in excess of the amount of collected
funds deposited in the Escrow Account, together with any earnings
thereon, at the time any payment is to be made.
f. In the event that Escrow Agent should at any time be confronted with
inconsistent claims or demands by the Parties hereto, Escrow Agent
shall have the right to interplead said Parties in any court of
competent jurisdiction within the State of Washington, to which
jurisdiction the Parties hereby agree to submit, and request that such
court determine the respective rights of the Parties with respect to
this Agreement, and upon doing so, Escrow Agent shall be automatically
released from any obligations or liabilities as a consequence of any
such claims or demands.
g. Escrow Agent may execute any of its powers or responsibilities
hereunder and exercise any of its rights hereunder either directly or
by or through its agents or attorneys. Nothing in the Agreement shall
be deemed to impose upon the Escrow Agent any duty to qualify to do
business or to act as a fiduciary or otherwise in any jurisdiction.
Escrow Agent shall not be responsible for and shall not be under a
duty to examine or pass upon the validity, binding effect, execution
or sufficiency of this Agreement or of any agreement amendatory or
supplemental hereto or of any other agreement.
Page 2 of 7
3. Investment of Escrow Funds.
--------------------------
Escrow Agent shall invest all amounts received by it and deposited into the
Escrow Account in the Victory Prime Obligations Fund (the "Fund"). Each of
the Parties hereto hereby affirms that it has received and read the
prospectus for the Fund, including the portions of the prospectus
describing investment advisory fees which may be paid to Escrow Agent and
its affiliates by the Fund and the additional fees described in the
prospectus under the sections entitled "Summary of Fund Expenses" and "Fund
Organization and Fees" including the subheadings "Shareholder Servicing
Agent," "Sub-Administrator" and "Custodian." While no charges will be
assessed to the Escrow Account for redeeming Fund shares, and commission
(load) charges will be waived, the investment advisory and other fees
described in the prospectuses which Escrow Agent or its affiliates will
receive as a result of monies from the Account being invested in the Fund
will be paid by the Fund as described in the prospectus and will not be
credited back to the Account. Income from all investments shall be taxable
to the Party to whom it is disbursed, and Escrow Agent shall have no
responsibility for preparing or filing any Federal or state tax returns in
connection therewith. Income shall become part of Escrow Funds and shall be
applied in accordance with the terms hereof.
4. Compensation of Escrow Agent.
----------------------------
In addition to fees disclosed under Paragraph 4 above, Escrow Agent shall
be entitled to compensation for its services rendered hereunder at the rate
of $1,000 per year or any portion thereof and to reimbursement of any
expenses, including without limitation reasonable attorneys' fees and
expenses, incurred in connection with its administration of the Escrow
Account. Additional fees may be payable in the event that Escrow Agent is
required to perform extraordinary services hereunder. All such compensation
and reimbursement shall be paid by Corinthian.
5. Indemnification of Escrow Agent.
-------------------------------
The Parties jointly and severally indemnify and hold harmless the Escrow
Agent against any and all claims, losses, and damages it may suffer in
connection with its carrying out the terms of this Agreement, including
without limitation Escrow Agent's unpaid fees and reimbursable expenses but
excluding any loss Escrow Agent may sustain as a result of its gross
negligence or willful misconduct. Escrow Agent shall have a lien or right
of setoff on all funds, monies or other assets held hereunder to pay all of
its fees and reimbursable expenses.
6. Termination and Resignation.
---------------------------
a. This Agreement shall terminate when Escrow Agent or its successor or
assign receives written notification of termination including final
disposition instructions signed by the Parties hereto and upon the
actual final disposition of
Page 3 of 7
the monies held in escrow hereunder. The rights and obligations of the
Parties hereto and the Escrow Agent shall survive the termination of
this Agreement.
b. Escrow Agent may resign at any time and be discharged from its duties
as escrow agent hereunder by giving the Parties hereto not fewer than
thirty (30) days' prior notice thereof. As soon as practicable after
its resignation, Escrow Agent shall turn over to a successor escrow
agent appointed by the Parties all monies held hereunder upon
presentation of the document appointing a successor escrow agent and
its acceptance of appointment. If no successor escrow agent is
appointed within the thirty (30) day period following such notice of
resignation, Escrow Agent may designate its successor by written
notice to the Parties so long as any such successor is a bank or trust
company. Upon the designation of a successor escrow agent and the
delivery to a resigning escrow agent of the document appointing such
successor escrow agent and its acceptance of appointment and
acceptance by the resigning escrow agent thereof, the resigning escrow
agent shall be released from any and all liabilities arising
thereafter. If no successor escrow agent is appointed by the Parties
within the thirty (30) day period following such notice of
resignation, Escrow Agent reserves the right to forward the matter and
all Escrow Funds to a court of competent jurisdiction at the expense
of the Parties.
7. Notices.
-------
All notices provided for herein shall be in writing, shall be delivered by
hand or by registered or certified mail, shall be deemed given when
actually received, and shall be addressed to the Parties hereto and Escrow
Agent at their respective addresses, which may be changed by any party form
time to time by notice to all other parties, as follows:
a. If to Buyer:
Corinthian Schools, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇, President
with a copy to:
O'Melveny and ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Page 4 of 7
b. If to Seller:
Repose, Inc.
▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
c. If to Escrow Agent:
Key Trust Company of the Northwest
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇
8. Parties Bound.
-------------
This Agreement shall extend to and be binding upon the successors,
representatives, and assigns of the Parties and Escrow Agent.
9. Amendments.
----------
This Agreement cannot be modified, amended, supplemented, or changed, nor
can any provision hereof be waived, except by a written instrument executed
by all Parties and Escrow Agent.
10. Assignment.
----------
No Party may assign its rights or obligations under this Agreement without
the written consent of all other Parties, which consent shall not be
unreasonably withheld, and notice to Escrow Agent.
11. Applicable Law.
--------------
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Washington.
Page 5 of 7
12. Severability.
------------
If at any time subsequent to the date hereof, any provision of this
Agreement shall be held by a court of competent jurisdiction to be illegal,
void, or unenforceable, such provision shall be of no force or effect, and
shall be limited or expanded in scope so as to carry out the intent of the
Parties as expressed herein to the greatest extent possible. The illegality
or unenforceability of any such provision shall have no effect upon and
shall not impair the enforceability of any other provision of this
Agreement.
13. Counterparts.
------------
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
BUYER
Corinthian Schools, Inc.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 3/20/96
---------------------------------------- --------------------
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date
Title VP & CEO
SELLER
Repose, Inc.,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3/20/96
---------------------------------------- --------------------
Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date
Title President
ESCROW AGENT
Key Trust Company of the Northwest
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3/20/96
---------------------------------------- --------------------
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date
Title VP
Page 6 of 7