This Escrow Agreement is made and entered into this _____ day of _______, 20__,
by ___________________ (the “Company”) and_______________________(the “Escrow
WHEREAS, a number of States have enacted Non-Participating Manufacturer
Statutes ("NPM Statutes") that require Tobacco Product Manufacturers that have not entered
into the Master Settlement Agreement to establish Qualified Escrow Funds, and
WHEREAS, the Company is a Tobacco Product Manufacturer that has not entered
into the Master Settlement Agreement and intends to comply with such NPM Statutes by
establishing Qualified Escrow Funds with respect to states where the Company’s tobacco
products are sold.
NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties hereto agree as follows:
SECTION 1. Appointment of Escrow Agent.
The Company hereby appoints _______________________ to serve as Escrow Agent under
this Escrow Agreement on the terms and conditions set forth herein. The Escrow Agent
warrants that it is a federally or state chartered financial institution organized and existing
under the laws of the State of _____________, having assets of at least one billion dollars
($1,000,000,000), and is not an Affiliate of any Tobacco Product Manufacturer as defined
in the NPM Statute. By its execution hereof, the Escrow Agent hereby accepts such
appointment and agrees to perform its duties and obligations set forth herein.
SECTION 2. Definitions.