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                                                                    EXHIBIT 10.6

                                ESCROW AGREEMENT

                THIS ESCROW AGREEMENT, dated as of July 10, 2003 (the "Escrow
Agreement"), is entered into by and among JP Morgan Chase Bank (the "Lender"),
each of the directors and senior officers of Chart Industries, Inc., a Delaware
corporation ("Chart"), identified on Exhibit A hereto (the "Directors and
Officers") and Christiana Corporate Services, Inc., as Escrow Agent (the "Escrow
Agent").

                               W I T N E S S E T H

                WHEREAS, Chart, certain subsidiaries of Chart, JP Morgan Chase
Bank, as Administrative Agent (the "Agent"), National City Bank, as
Documentation Agent, and the lenders thereunder are parties to that certain
Credit Agreement, dated as of April 12, 1999 (as amended and modified from time
to time, the "Credit Agreement"), Chart, certain subsidiaries of Chart, the
Agent and the lenders thereunder are parties to that certain Series 1
Incremental Revolving Credit Agreement, dated November 29, 2000 (as amended and
modified from time to time, the "First Incremental Revolver"), and Chart,
certain subsidiaries of Chart, the Agent and the lenders thereunder are parties
to that certain Series 2 Incremental Revolving Credit Agreement, dated April 17,
2001 (as amended and modified from time to time, the "Second Incremental
Revolver" and, collectively with the Credit Agreement and the First Incremental
Revolver, the "Credit Facilities") (the Agent and the lenders under the Credit
Facilities hereinafter are referred to collectively as the "Lender Group"); and

                WHEREAS, Chart and certain of Chart's U.S. subsidiaries
(collectively, the "Company") intend to commence Chapter 11 bankruptcy cases and
file a Chapter 11 plan to effect a financial and capital structure
reorganization of the Company, including the restructuring of the obligations
under the Credit Facilities (the "Restructuring"); and

                WHEREAS, in connection with the Restructuring, Chart and certain
members of the Lender Group have entered into Lockup Agreements (the "Lockup
Agreements") and have agreed in the Lockup Agreements and the related Plan Term
Sheet, dated April 30, 2003 (the "Term Sheet"), that, among other things, the
indemnification and expense advancement and reimbursement obligations in favor
of the Directors and Officers contained in the charter and by-laws of Chart
currently in effect will remain in effect after the Restructuring and Chart will
assume the obligations of Chart under the indemnification agreements currently
in effect between Chart and the Directors and Officers (such obligations under
the charter, by-laws and indemnification agreements are collectively referred to
herein as the "Chart

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Obligations"), and the Lockup Agreements and Term Sheet contemplate that an
escrow in the amount of $1,000,000 (the "Escrow Amount") in favor of the
Directors and Officers will be established to fund the Chart Obligations and to
fund the amounts incurred or to be incurred by any Director or Officer in
pursuing claims for coverage under Chart's existing directors and officers
liability insurance policies ("Coverage Claim Expenses").

                NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and on the terms and subject to the conditions herein set forth,
the parties to this Escrow Agreement hereby agree as follows:

1.      Escrow.

        1.1     Escrow Agent. The Lender and the Directors and Officers hereby
appoint the Escrow Agent, and the Escrow Agent agrees to serve, as the escrow
agent hereunder for purposes of receiving, holding, investing and disbursing the
Escrow Fund (as defined below) in accordance with the terms and conditions
hereof.

        1.2     Establishment of Escrow Fund. Concurrently with the execution
and delivery of this Escrow Agreement by the parties hereto, the Lender is
delivering to the Escrow Agent the Escrow Amount by wire transfer of immediately
available funds. As used in this Escrow Agreement, "Escrow Fund" shall mean the
Escrow Amount, plus all proceeds and income derived (directly or indirectly)
from it, less any disbursements made pursuant to this Escrow Agreement. The
Escrow Agent may hold any portion of the Escrow Fund which is not then invested
pursuant to Section 1.4 hereof in a non-interest bearing account.

        1.3     Receipt of Escrow Amount. The Escrow Agent hereby acknowledges
receipt of the Escrow Amount and agrees to hold, invest and disburse the Escrow
Fund in accordance with the terms and conditions set forth herein.

        1.4     Investments. The Escrow Fund shall be invested and re-invested
by the Escrow Agent in (a) short-term obligations of the U.S. government, (b)
short-term certificates of deposit issued by a bank or trust company having
combined capital and surplus of at least $100,000,000 (which may include the
Escrow Agent), (c) the SEI Class B Treasury Fund or (d) such other manner as the
Lender and the Directors and Officers may agree in writing (a copy of which
shall be provided to the Escrow Agent as an investment instruction) and which
shall be acceptable to the Escrow Agent. The Escrow Agent shall have the right,
from time to time, to liquidate any investments held, in order to provide funds
necessary to make required distributions of the Escrow Fund under this Escrow
Agreement. The Escrow Agent in its capacity as escrow agent hereunder shall not
have any liability for any loss sustained as a result of any investment made
pursuant to the terms of this Escrow Agreement or the instructions of the
parties hereto or as a result of any liquidation of

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any investment prior to its maturity or for the failure of the parties to give
the Escrow Agent instructions to invest or reinvest the Escrow Fund or any
earnings thereon.

2.      Delivery of Escrow Fund by Escrow Agent.

                The Escrow Agent shall hold the Escrow Fund in escrow in
accordance with the terms of this Escrow Agreement, until authorized hereunder
to deliver the same or any portion thereof, as follows:

        2.1     Distribution Date.

                (a)     On that date (the "Distribution Date") which is the
second business day after the earlier to occur of:

                        (i)     the Closing (as defined in the Term Sheet) in
        which the Chart Obligations are treated in the manner described in the
        Term Sheet;

                        (ii)    the termination of that certain Lockup Agreement
        between Chart and the Lender, dated April 30, 2003 (the "Lender Lockup
        Agreement") pursuant to paragraph (vii) thereof, provided, however, that
        this clause (ii) shall not apply, and the Distribution Date shall not be
        deemed to have occurred as a result of any such termination, if the
        Lender is then in breach of any of its obligations under the Lender
        Lockup Agreement or the Term Sheet;

                        (iii)   the first anniversary of the termination of the
        Lender Lockup Agreement pursuant to paragraph (vii) thereof, provided,
        however, that this clause (iii) shall not apply, and the Distribution
        Date shall not be deemed to have occurred on the first anniversary of
        such termination if any suit, action or proceeding against any of the
        Directors and Officers is then pending by or before any judicial,
        regulatory or administrative body, court or authority; and

                        (iv)    the final resolution of all suits, actions or
        proceedings against any of the Directors and Officers that were pending
        by or before any judicial, regulatory or administrative body, court or
        authority as of the first anniversary of the termination of the Lender
        Lockup Agreement pursuant to paragraph (vii) thereof;

the Escrow Agent shall deliver the then remaining Escrow Fund to the Lender,
free and clear of any interest of the Directors and Officers and this Escrow
Agreement shall terminate at the time of such delivery, unless terminated
earlier pursuant to Section 5.1 hereof. Such delivery shall be effected by wire
transfer by the Escrow Agent of immediately available funds to an account
designated by the Lender.

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Notwithstanding the foregoing, the Escrow Agent shall not have any obligation to
deliver the Escrow Fund to the Lender, until the Escrow Agent has received
written notice from the parties, in form and substance reasonably satisfactory
to the Escrow Agent in its sole discretion, that the events and conditions set
forth in Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.1(a)(iii) or Section
2.1(a)(iv), as the case may be, have occurred.

                (b)     In the event that a Distribution Date pursuant to
Section 2.1(a)(ii) hereof occurs and the Escrow Agent has disbursed Escrow Funds
to or for the  account  of the  Directors  and  Officers  pursuant  to the terms
hereof,  any  Director or Officer to whom Escrow  Funds were  disbursed,  or for
whose  account  Escrow Funds were  disbursed,  shall  promptly pay to the Lender
funds in an amount  equal to the amount of Escrow  Funds paid to or on behalf of
such Director or Officer. The obligations of the Directors and Officers pursuant
to this  Section  2.1(b)  shall be  several,  and not joint,  and no Director or
Officer  shall be  responsible  for the  obligations  of any other  Director  or
Officer.

        2.2     Claims.         Upon a reasonable, good faith determination at
any time prior to the Distribution Date by any Director or Officer that there
exists (a) a claim for indemnification, reimbursement or advancement of
expenses, or other fulfillment of obligations of Chart pursuant to the Chart
Obligations which (i) has not been reimbursed, paid or fulfilled by Chart within
the period required under the Chart Obligations and (ii) is subject to
deductible or retention limitations under, or otherwise is not fully covered by,
Chart's insurance policies in force at such time or (b) a claim for
reimbursement or advancement of Coverage Claim Expenses (any such claim under
(a) or (b) hereinafter being referred to as a "Claim"), such Director or Officer
(a "Claiming Director or Officer") shall cause to be delivered to the Lender and
the Escrow Agent written notice of such Claim substantially in the form of
Exhibit B attached hereto (the "Claim Notice") setting forth, in reasonable
detail, the basis of such Claim and the amount of damages or settlement amounts
sustained (collectively, "Damages"), and expenses of investigations, judicial,
arbitratorial or administrative proceedings or appeals, attorneys' fees and
disbursements, and other expenses and disbursements incurred or to be incurred
(collectively, "Expenses"), in connection therewith (or a good faith estimate of
such amount). Each Claim Notice, other than any Claim Notice for Coverage Claim
Expenses, shall include evidence reasonably satisfactory to the Escrow Agent, in
its sole discretion, that (A) Chart has not reimbursed, paid or fulfilled such
Claim within the period required under the Chart Obligations and (B) such Claim
is subject to deductible or retention limitations under, or otherwise is not
fully covered by, Chart's insurance policies in force at such time. Upon receipt
of such Claim Notice, the Escrow Agent shall set aside a portion of the Escrow
Fund equal to the amount of Damages and Expenses set forth in such Claim Notice
(together with all similar amounts set aside pursuant to all other such Claim
Notices previously delivered by or on behalf of any Claiming Director or
Officer, the "Reserve"), provided, however, that the Reserve shall not include
any such amounts with respect to which either a Payment (as hereinafter defined)
has been made to any Claiming Director or Officer or a Determination (as defined
in

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Sections 3.1 and 4.4. hereof) in favor of the Lender has been made (and no
amount is payable to the Claiming Director or Officer pursuant to such
Determination and the Escrow Agent is notified in writing of such Determination)
and, provided, further, that the aggregate amount of all Claims submitted by any
Claiming Director or Officer pursuant hereto (the "Claim Amount Limitation")
shall not exceed the sum of (x) $200,000, (y) the aggregate of all amounts
claimed by such Director or Officer with respect to which a Determination in
favor of the Lender has been made (and the Escrow Agent is notified in writing
of such Determination), and (z) any amount with respect to which another
Director or Officer could submit a Claim (assuming the existence of such Claim)
hereunder and for the allocation of which to such Claiming Director or Officer
such other Director or Officer consents in a writing delivered to the Escrow
Agent (a "Traded Claim Allocation"); and thereafter the Claim Amount Limitation
that applies to such consenting Director or Officer shall be reduced by the
amount of such Traded Claim Allocation (the "Reduction Amount"), but in no case
shall such consenting Director or Officer have any obligation to pay to the
Lender any amount of such Traded Claim Allocation under Section 2.1(b). Any
amounts set-aside as provided above shall be held in Reserve until the earlier
of (i) a Payment of the full amount of the Damages and Expenses set forth in
such Claim Notice, (ii) a Determination of such Claim and a Payment, if any, has
been made to the Claiming Director or Officer in full satisfaction of such
Determination or (iii) the Distribution Date.

        2.3     Payment of Claims.

                (a)     Upon receipt by the Escrow Agent of a Claim Notice and a
Determination made in accordance with this Escrow Agreement that the Claiming
Director or Officer is entitled to some or all of the Damages and Expenses
claimed in such Claim Notice (the amount to which the Claiming Director or
Officer is entitled being referred to herein as the "Entitlement Amount"), the
Claiming Director or Officer shall be entitled, subject to the provisions set
forth below, to receive from the Escrow Fund an amount (a "Payment") equal to
the lesser of (i) the Entitlement Amount and (ii) the remaining balance of the
Escrow Fund.

                (b)     Delivery of a Payment to the Claiming Director or
Officer shall be effected by wire transfer as soon as reasonably practicable
after the Determination by the Escrow Agent of immediately available funds to an
account designated in writing by the Claiming Director or Officer.

                (c)     If the Lender believes in good faith that (i) the
Claiming Director or Officer has not sustained the Damages, or has not incurred
and does not reasonably expect to incur the Expenses set forth in any Claim
Notice, (ii) the amount of the Damages or Expenses set forth in any Claim Notice
is materially incorrect, or (iii) the Claim is not covered by or made in
accordance with the provisions of the Chart Obligations and is not for Coverage
Claim Expenses, then the Lender may give written notice (a "Claim Dispute
Notice") to the Claiming Director or Officer and the Escrow Agent within seven
(7) calendar days, and if such seventh

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calendar day is not a business day, on or before the next succeeding business
day, after the receipt of such Claim Notice by the Lender (the "Notice Period").
The Claim Dispute Notice must set forth the reasons for such objection in
reasonable detail and a statement of whether or not any portion of the proposed
Damages or Expenses is undisputed (and, if undisputed, the undisputed amount
thereof (such specified undisputed amount being hereinafter referred to as the
"Undisputed Amount")).

                (d)     If the Escrow Agent does not receive a Claim Dispute
Notice relating to a proposed Payment within the Notice Period, then the Escrow
Agent shall deliver to the Claiming Director or Officer (by wire transfer of
immediately available funds to an account designated in writing by the Claiming
Director or Officer) the Payment, as soon as reasonably practicable after
expiration of the Notice Period.

                (e)     If the Escrow Agent receives one or more Claim Dispute
Notices relating to a Claim within the Notice Period, then the Escrow Agent
shall deliver to the Claiming Director or Officer (by wire transfer of
immediately available funds to an account designated in writing by the Claiming
Director or Officer) the Undisputed Amount, if any, as soon as reasonably
practicable after expiration of the Notice Period, to the extent assets in the
Escrow Fund are available. To the extent assets in the Escrow Fund are
available, the Escrow Agent shall retain in the Reserve an amount equal to the
Damages and Expenses specified in the Claim Notice less any such Undisputed
Amount distributed to the Claiming Director or Officer (the "Disputed Amount").
Any Disputed Amounts shall be released only in accordance with (i) written
instructions to the Escrow Agent signed by the Claiming Director or Officer and
the Lender or (ii) a Determination of the Claim to which such Disputed Amount
relates, pursuant to Section 4 hereof upon written notice of such Determination
being delivered to the Escrow Agent.

                (f)     Notwithstanding any other provision hereof to the
contrary, the aggregate amount of all Payments made to and received by any
Director or Officer pursuant hereto shall not exceed the difference between (i)
the sum of (x) $200,000 plus (y) the aggregate amount of all Traded Claim
Allocations allocated to such Director or Officer, minus (ii) the aggregate of
all Reduction Amounts consented to by such Director or Officer.

        2.4     Claims Submitted to Chart After Distribution Date. If any Claim
is asserted as contemplated by Section 2.2 and such Claim does not result in
either a Payment of the full amount of Damages or Expenses (subject to Section
2.3(f)) or a Determination of such Claim prior to the Distribution Date, such
Claim shall be submitted to Chart by the Claiming Director or Officer after the
Distribution Date in accordance with the terms of the Chart Obligations.

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3.      Determination of Claims; Settlement of Disputes.

        3.1     Determination of Claims. The determination of the amount due the
Claiming Director or Officer as a result of a Claim asserted pursuant to Section
2.2 (a "Determination"), shall be made as follows: The Claim asserted pursuant
to Section 2.2 shall be deemed to have resulted in a Determination in favor of
the Claiming Director or Officer in the full amount set forth in the Claim
Notice upon expiration of the Notice Period, unless prior thereto the Escrow
Agent has received a Claim Dispute Notice.

        3.2     Disputes. Any dispute relating to a Claim which may arise
between the Lender and any of the Directors or Officers under this Escrow
Agreement shall be settled pursuant to the procedures set forth in Section 4
hereof. The Escrow Agent shall be under no duty to institute or defend any such
proceedings, and none of the costs or expenses of any such proceedings shall be
borne by the Escrow Agent. If the terms of a settlement of any dispute hereunder
increase the duties or liabilities of the Escrow Agent and the Escrow Agent has
not participated in such settlement so as to be bound thereby, then such
settlement shall be effective as to the Escrow Agent in respect of such increase
in its duties or liabilities only upon the Escrow Agent's written consent
thereto. Prior to the settlement of any dispute, the Escrow Agent is authorized
and directed to retain in its possession, without liability to any party, that
portion of the Escrow Fund that the Escrow Agent has been notified in writing is
the subject of or involved in the dispute.

4.      Resolution of Disputes.

        4.1     Good Faith Negotiations. Each of the Claiming Directors or
Officers and the Lender agrees to use his or its reasonable best efforts to
resolve any and all disputes arising under or in connection with the
Determination of any Claims by a good faith negotiated resolution between the
Claiming Director or Officer and the Lender. Any such resolution shall be
evidenced by appropriate instructions in writing to the Escrow Agent signed by
the Claiming Director or Officer and the Lender.

        4.2     Submission to Arbitration. Not later than fourteen (14) calendar
days after the commencement of good-faith negotiations pursuant to Section 4.1
hereof, if the parties do not agree to a resolution of the dispute, then the
matter in dispute shall be submitted for resolution forthwith to binding
arbitration in accordance with Section 4.3 hereof.

        4.3     Binding Arbitration. A Claim in dispute hereunder submitted for
resolution by arbitration shall be finally settled by arbitration in accordance
with the then existing commercial arbitration rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof, subject to (a) through (h)
below. Neither party shall have the right to appeal any aspect of the
arbitrator's award or the ability to

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seek redress in any court of law other than to enforce the award of the
arbitrator.

                (a)     Upon the request of either the Claiming Director or
Officer or the Lender, the arbitration shall be conducted under the expedited
rules of the American Arbitration Association for commercial arbitrations.

                (b)     The arbitrators shall be three (3) independent
arbitrators, with one appointed by the Claiming Director or Officer, the second
appointed by the Lender and the two appointees selecting the third arbitrator in
accordance with such rules. If either or the Claiming Director or Officer or the
Lender fails to select an arbitrator within seven (7) calendar days after notice
of such failure from the other party or the American Arbitration Association,
then the American Arbitration Association shall appoint such arbitrator. If the
two appointees are unable to agree on the third arbitrator, then the American
Arbitration Association shall select the same using the foregoing rules and in
accordance with the following qualifications. Each arbitrator shall be a
competent and reputable individual with experience as a judge, a chief executive
officer or chief financial officer and shall have no prior relationship with the
Claiming Director or Officer, the Company, the Agent or any member of the Lender
Group.

                (c)     The arbitration hearing shall be held in Cleveland, Ohio
at such date, time and place as established by the Arbitrators.

                (d)     The Arbitrators shall have power to rule on their own
competency and on the validity of this Escrow Agreement to make reference to
arbitration.

                (e)     Not later than seven (7) calendar days after the
conclusion of the arbitration hearing, but prior to the rendering of any
arbitral decision and award, each party may submit to the Arbitrators a written
statement of such party's (i) understanding of and view on the parties'
respective positions on the Claim and (ii) recommendation as to an appropriate
resolution of the Claim and the reasons why it believes such resolution is
appropriate. In reaching a decision on any Claim hereunder, the Arbitrators may
take into account such statement.

                (f)     The parties shall use their reasonable best efforts to
cause the Arbitrators to render their arbitral decision and award (a copy of
which shall be delivered to the Escrow Agent) and give a written opinion setting
forth the basis of their decision, all not later than twenty-one (21) calendar
days after the conclusion of the Arbitration.

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                (g)     Each party shall take or cause to be taken all
reasonable action to facilitate the conduct of the arbitration and the rendering
of the arbitral award at the earliest possible date.

                (h)     The costs of the Arbitration shall be borne and paid by
the Lender, or as the Arbitrators otherwise direct. If an award is made by the
Arbitrators to the Claiming Director or Officer, then all expenses of the
Claiming Officer or Director incurred in connection with the Arbitration,
including attorneys' fees and disbursements, will be paid by the Lender.

        4.4     Resolution Is a Determination. The resolution of any disputed
Claim pursuant to the provisions of Sections 4.1, 4.2 and 4.3 hereof shall be
deemed to be a "Determination" for all other purposes hereof.

5.      General Provisions.

        5.1     Termination. This Escrow Agreement shall continue in force until
the final distribution of the Escrow Fund in accordance with the terms hereof,
unless earlier terminated by order of a court of competent jurisdiction.

        5.2     Compensation. Upon execution of this Escrow Agreement, the
Escrow Agent shall be entitled to compensation for its services hereunder,
including the reimbursement of expenses, as set forth on Exhibit C hereto which
shall be deducted from the Escrow Fund by the Escrow Agent and paid over to the
Escrow Agent when due. In addition, the Escrow Agent shall be reimbursed for all
reasonable out-of-pocket expenses, disbursements and advancements, including
attorneys' fees, incurred or made by it in connection with resolution of any
disputes arising under this Escrow Agreement, which shall be deducted from the
Escrow Fund by the Escrow Agent and paid over to the Escrow Agent when due.

        5.3     Expenses. Except as otherwise expressly provided herein, each of
the Directors and Officers and the Lender shall be responsible for its own
expenses incurred in connection with any Determination of Claims pursuant to
Section 4 or, subject to Section 5.2 hereof, any other provision of this Escrow
Agreement.

        5.4     Taxes.

                (a)     All income earned with respect to the Escrow Fund shall
be for the account of the Lender, and all federal, state and local income taxes
imposed with respect to the escrow earnings shall be paid by the Lender.
Concurrently with the execution and delivery of this Escrow Agreement, the Tax
Identification Number (TIN) as assigned by the Internal Revenue Service for the
Lender is being provided to the Escrow Agent and a fully executed Internal
Revenue Service form W-9 is being delivered to the Escrow Agent by the Lender.
The Escrow Agent shall not have any responsibility pursuant to this Escrow
Agreement for tax reporting to any federal, state or local governmental
authority.

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                (b)     Each of the Directors and Officers, the Lender and the
Escrow Agent shall report the transactions contemplated by this Escrow Agreement
and any other ancillary agreements to which they are a party for all purposes
consistent with this Section 5.4.

        5.5     Transfer Instructions.

                (a)     In the event funds transfer instructions are given
(other than in writing at the time of execution of this Escrow Agreement),
whether in writing, by telecopier or otherwise, the Escrow Agent is authorized
to seek confirmation of such instructions by telephone call-back to the
appropriate Directors and Officers designated on Exhibit A hereto or person or
persons designated by the Lender on Exhibit D hereto, and the Escrow Agent may
rely upon the confirmations of anyone purporting to be the person or persons so
designated. The persons and telephone numbers for call-backs may be changed only
in a writing actually received and acknowledged by the Escrow Agent. The parties
to this Escrow Agreement acknowledge that such security procedure is
commercially reasonable.

                (b)     It is understood that the Escrow Agent, the Directors
and Officers' banks and the Lender in any funds transfer may rely solely upon
any account numbers or similar identifying number provided by any of the
Directors and Officers to identify (i) such Director or Officer, (ii) such
Director or Officers' bank, or (iii) an intermediary bank and by the Lender to
identify (x) the Lender, (y) the Lender's bank, if any, or (z) an intermediary
bank. The Escrow Agent may apply any of the Escrow Funds for any payment order
it executes using any such identifying number, even where its use may result in
a person other than the appropriate Director or Officer or the Lender being
paid, or the transfer of funds to a bank other than the bank of the appropriate
Director or Officer or the Lender, the Lender's bank, if any, or an intermediary
bank designated.

                (c)     The Escrow Agent shall not incur any liability for
following the instructions herein contained or expressly provided for, or
written instructions given by the parties hereto.

        5.6     Obligations of Escrow Agent. The obligations of the Escrow Agent
under this Escrow Agreement are subject to the following terms and conditions:

                (a)     The Escrow Agent is not a party to and is not bound by
any agreement relating to the subject matter hereof other than this Escrow
Agreement.

                (b)     The Escrow Agent acts hereunder as a depository only and
is not responsible for or liable in any manner whatsoever for the sufficiency,
correctness, genuineness or validity of any funds, documents or other materials
deposited with it. Each of the parties hereto agrees to and hereby does waive
any suit, claim, demand or cause of action of any kind which they may have or
may

<PAGE>

assert against the Escrow Agent arising out of or relating to the execution
or performance by the Escrow Agent of this Escrow Agreement, unless such suit,
claim, demand or cause of action is based upon the willful misconduct, gross
negligence or bad faith of the Escrow Agent or any of its officers, employees or
agents.

                (c)     The Escrow Agent shall not have any responsibility for
the genuineness or validity of any notice, instruction, evidence or other
document or item delivered to it, and the Escrow Agent shall be entitled to rely
upon and shall be protected in acting or refraining from acting upon any written
notice, instruction, waiver, consent, receipt or other evidence or paper
document which the Escrow Agent reasonably believes to be genuine and to be
signed by the proper person. The Escrow Agent shall not have any responsibility
to solicit funds for deposit pursuant to this Escrow Agreement.

                (d)     The Escrow Agent shall not be liable for any error of
judgment or for any acts done or steps taken or omitted by it or for any mistake
of facts or law or for anything which the Escrow Agent may do or refrain from
doing in connection herewith except for the Escrow Agent's own willful
misconduct, gross negligence or bad faith or that of its officers, employees or
agents.

                (e)     As to any legal questions arising in connection with the
administration of this Escrow Agreement, the Escrow Agent may rely absolutely
upon the advice or opinions given to it by its counsel (provided such counsel is
not also counsel to any other party hereto in connection with the subject matter
hereof) and shall be free of liability for acting in reliance on such advice or
opinions. In the administration of the Escrow Funds pursuant to this Escrow
Agreement, the Escrow Agent may execute any of its powers and perform its duties
hereunder directly or through its officers, employees, agents or representatives
(including, without limitation, accountants and attorneys). The Escrow Agent
shall not be responsible for any misconduct or negligence on the part of any
representative appointed by it with due care.

                (f)     In the event that the Escrow Agent shall be uncertain as
to its duties or rights hereunder, is unable to decide between alternative
courses of action permitted or required by the terms of hereof or shall receive
instructions, Claims or demands from any party hereto which, in its opinion,
conflict with any of the provisions of this Escrow Agreement or any
instructions, Claims or demands received from any party hereto, the Escrow Agent
(i) may request written instructions from the parties hereto as to the course of
action to be adopted, (ii) shall be entitled to refrain from taking any action
until it shall be directed otherwise in writing by all of the parties hereto or
by a final order or judgment of a court of competent jurisdiction, and (iii)
shall have no liability for failing to take any action or for taking any action
pursuant to Section 5.6(f)(ii). In the event that the foregoing occurs, the
Escrow Agent's sole obligation prior to receiving direction as set forth in
Section 5.6(f)(ii) shall be to keep safely all property held in escrow.

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                (g)     The Escrow Agent shall never be required to use or
advance its own funds or otherwise incur personal financial liability in its
performance of its duties or the exercise of any of its rights and powers
hereunder.

                (h)     The duties and responsibilities of the Escrow Agent
hereunder shall be determined solely by the express provisions of this Escrow
Agreement, and no other or further duties or responsibilities shall be implied.
The Escrow Agent shall not have any liability under, nor duty to inquire into
the terms and provisions of, any agreement, documents or instructions, other
than as expressly provided in the Escrow Agreement.

                (i)     The Lender agrees to indemnify and hold harmless the
Escrow Agent and its officers, directors, employees and agents from any costs,
damages, expenses or claims, including attorneys' fees, which the Escrow Agent
or its officers, directors, employees or agents may incur or sustain as a result
of or arising out of this Escrow Agreement or the Escrow Agent's duties relating
thereto. Anything in this Escrow Agreement to the contrary notwithstanding, in
no event shall the Escrow Agent be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including, but not limited to, lost
profits). The Lender acknowledges that the foregoing indemnities shall survive
the resignation or removal of the Escrow Agent or the termination of this Escrow
Agreement.

                (j)     Notwithstanding any other provision hereof to the
contrary, the Escrow Agent may, from time to time, deduct from the Escrow Fund
and pay over to itself any amounts owed to the Escrow Agent hereunder which have
not otherwise been timely paid to the Escrow Agent pursuant to the provisions of
this Escrow Agreement.

        5.7     Successor Escrow Agent.

                (a)     The parties hereto agree that the Lender and the
Directors and Officers may, by mutual agreement among all of them at any time,
remove the Escrow Agent as escrow agent hereunder, and substitute another
therefor. In such event, the Escrow Agent shall, upon receipt of written notice
of such removal, account for and deliver to such substituted escrow agent the
Escrow Fund after deducting payment to itself for all monies owing to it in
accordance with the terms hereof and the Escrow Agent shall thereafter be
discharged of all duties and liabilities hereunder.

                (b)     The parties hereto agree that the Escrow Agent may
resign and be discharged from its duties hereunder at any time by giving notice
of such resignation to the Lender and each Director and Officer, which shall
specify a date (not less than thirty (30) days following the date of such
notice) when such resignation shall take effect. Upon such notice, a successor
escrow agent shall be selected by the Lender and the Directors and Officers,
such successor escrow agent to become the Escrow Agent hereunder upon the
resignation date specified in such

<PAGE>

notice and the Escrow Agent shall account for and deliver to such substituted
escrow agent the Escrow Funds (after deducting payment to itself for all monies
owed to it in accordance with the terms of this Escrow Agreement) and the Escrow
Agent shall thereafter be discharged of all duties and liabilities hereunder. If
the Lender and the Directors and Officers are unable to agree upon a successor
escrow agent within fifteen (15) calendar days after the date of such notice or
the agreed upon successor escrow agent has refused to accept such appointment,
the Escrow Agent shall be entitled to (i) appoint its successor, which shall be
a state or national bank or trust company having combined capital and surplus of
at least $100,000,000, or (ii) petition any court of competent jurisdiction for
the appointment of its successor. The Escrow Agent shall continue to serve
hereunder until its successor accepts the escrow and acknowledges receipt of the
Escrow Funds.

        5.8     Notices. All notices or other communications required or
permitted to be given hereunder shall be in writing and shall be delivered by
hand or sent by telecopy, or sent, postage prepaid by registered, certified or
express mail, or reputable overnight courier service and shall be deemed given
when so delivered by hand, telecopied (provided that the telecopy is promptly
confirmed by electronic confirmation of the receipt thereof) or, if mailed,
three (3) days after mailing (one (1) business day in the case of express mail
or overnight courier service) to a party at the address set forth below, or such
other address as may be designated in writing hereafter in the same manner as
follows, except with respect to the Escrow Agent as to which notices and other
communications shall be deemed to have been given on the date received by the
Escrow Agent:

                (a)     If to the Lender, to:

                        JP Morgan Chase Bank
                        270 Park Avenue
                        20th Floor
                        New York NY  10017
                        Attention: Roger Odell
                        Facsimile: (212) 270-0506

                        with a copy (which shall not constitute notice) to:

                        Millbank, Tweed, Hadley & McCloy LLP
                        601 South Figueroa Street
                        Los Angeles, CA  90017
                        Attention: Neil Wertlieb
                        Facsimile: (213) 629-5063

                (b)     If to the Escrow Agent, to:

<PAGE>

                        Christiana Corporate Services, Inc.
                        1314 King Street
                        P.O. Box 957
                        Wilmington, DE 19899-0957
                        Attention: James M. Young
                        Facsimile: 302-421-9015

                (c)     If to any Director or Officer, to such Director or
                        Officer at the address set forth on Exhibit A hereto.

        5.9     Assignment.

                (a)     This Escrow Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns, but neither this Escrow Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
any of the parties without the prior written consent of the other parties. If
any Director of Officer should die while any amounts would still be payable to
him hereunder, all such amounts shall be paid in accordance with the terms of
this Escrow Agreement to his spouse, or if his spouse does not survive him, to
his estate.

                (b)     Notwithstanding the foregoing, any entity into which the
Escrow Agent in its individual capacity may be merged or converted or with which
it may be consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Escrow Agent in its individual capacity shall be a
party, or any entity to which substantially all the corporate trust business of
the Escrow Agent in its individual capacity may be transferred, shall be the
Escrow Agent under this Escrow Agreement without further act.

        5.10    Governing Law. This Escrow Agreement and any claim related
directly or indirectly to this Escrow Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to the principles of conflicts of law thereof. The parties hereby consent to the
non-exclusive jurisdiction of the courts of the State of Delaware and service of
process by mail to the addresses specified by Section 5.8 hereof.

        5.11    Amendment. Subject to applicable law, this Escrow Agreement may
be amended, modified and supplemented by written agreement of each of the
parties hereto with respect to any of the terms contained herein.

        5.12    Counterparts; Execution. This Escrow Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument. All signatures of the parties to this Escrow Agreement may be
transmitted by facsimile, and such facsimile will, for all purposes, be deemed
to be the original signature of such party whose signature it reproduces and
will be binding upon such party.

<PAGE>

        5.13    Waiver. Each party to this Escrow Agreement shall have the right
to waive, in writing, any condition or term of this Escrow Agreement which is
for the benefit of such party. No waiver of any condition or term hereunder by
any party hereto shall operate as a continuing waiver of any condition or term
under this Escrow Agreement.

        5.14    Severability. If any provision or clause in this Escrow
Agreement or application thereof to any person or circumstances is held invalid
or unenforceable, such invalidity or unenforceability shall not affect other
provisions or applications of this Escrow Agreement which can be given effect
without the invalid or unenforceable provision or application, and to this end
the provisions of this Escrow Agreement are declared to be severable.

        5.15    Force Majeure. In the event that any party to this Escrow
Agreement is unable to perform its obligations under the terms of this Escrow
Agreement because of acts of God, strikes, equipment or transmission failure or
damage reasonably beyond its control, or other cause reasonably beyond its
control, such party shall not be liable for damages to the other parties for any
unforeseeable damages resulting from such failure to perform. Performance under
this Escrow Agreement shall resume when and to the extent the affected party is
able to perform such party's duties.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

        IN WITNESS WHEREOF, the parties have caused this Escrow Agreement to be
executed and delivered as of the day and year first above written.

                                        JP MORGAN CHASE BANK

                                        By: /s/ Roger A. Odell
                                           -------------------------------------
                                           Name: Roger A. Odell
                                           Title: Managing Director


                                        CHRISTIANA CORPORATE SERVICES, INC.,
                                        as Escrow Agent

                                        By: /s/ James M. Young
                                           -------------------------------------
                                           Name: James M. Young
                                           Title: Assistant Vice President

                                           /s/ Arthur S. Holmes
                                           -------------------------------------
                                           Arthur S. Holmes

                                           /s/ Thomas F. McKee
                                           -------------------------------------
                                           Thomas F. McKee

                                           /s/ Lazzaro G. Modigliani
                                           -------------------------------------
                                           Lazzaro G. Modigliani

                                           /s/ Robert G. Turner, Jr.
                                           -------------------------------------
                                           Robert G. Turner, Jr.

                                           /s/ Michael F. Biehl
                                           -------------------------------------
                                           Michael F. Biehl