EXHIBIT 99.1 ESCROW AGREEMENT
ESCROW AGREEMENT made this _____ day of ____________________, 2000 by and
between Belmont Bancorp ("Belmont"), an Ohio Corporation, and Firstar Trust
Company, a national banking association ("Bank").
WHEREAS, Belmont has offered to sell up to ______________ newly issued
shares ("Shares") of its common stock at a price of $______ per share (the
"Offering");
WHEREAS, the Shares are registered pursuant to a Form S-2 Registration
Statement (Registration No. 333-91035) filed under the Securities Act of 1933,
as amended;
WHEREAS, Belmont's Prospectus provides that Belmont offer to its
shareholders of record as of the close of business on January 21, 2000 the right
to subscribe (the "Rights Offering") for the Shares at the rate of _____ shares
for every share owned on the record date beginning on ________________, 2000 and
continuing for 30 days until ______________, 2000, subject to Belmont's right to
extend the Rights Offering for up to 30 additional days; and
WHEREAS, the Prospectus provides that Belmont also offer (the "Ancillary
Offering") to existing shareholders, depositors and other persons shares
remaining available for purchase upon completion of the Rights Offering for 45
days beginning on ___________________, 2000, subject to Belmont's right to
extend the Ancillary Offering for another 45 days; and
WHEREAS, the Prospectus provides that Belmont will deposit all subscription
funds received in a non-interest bearing escrow account with Firstar Trust
Company, as escrow agent; all funds received will be held in the escrow account
until the offering is completed; Belmont may elect to accept or reject all of
the subscriptions in the Rights Offering (and any particular subscriptions which
are incomplete or not properly submitted) and any or all of the subscriptions in
the Ancillary Offering; Belmont will accept subscriptions in the Ancillary
Offering only if the Rights Offering is not fully subscribed for; and, if
Belmont declines to accept any subscriptions, the escrow agent will promptly
return the escrowed funds directly to the subscribers following the termination
of the Offering; and
WHEREAS, the parties wish to provide for the terms of a deposit account to
be established by Belmont with Bank for the deposit of subscriptions and the
terms of withdrawal thereof.
NOW, THEREFORE , in consideration of the mutual promises herein made and
for other good and valuable consideration, the parties hereto hereby agree as
follows:
FIRST: Belmont shall deliver a certificate signed by it to Bank
setting forth the effective date of the Offering, immediately after such
effective date.
SECOND: All funds received from subscribers for the Shares will be
delivered by Belmont to Bank at 000 Xxxxxx Xxxxxx, XX XX-XX-00XX,
Xxxxxxxxxx, Xxxx 00000, Attention: Xxxxx Xxxxxx, for deposit into a special
non-interest bearing account (the "Account"), together with the name,
address, social security number of each such subscriber, and the name(s) in
which the Shares are to be registered. Belmont agrees that where Shares are
to be paid for by check, Belmont will deposit such check into the Account
within one business day following receipt by Belmont of a subscription.
THIRD: Bank will hold all funds received by it pursuant to the terms
of this Agreement in the Account. Funds may be withdrawn from the Account
and disbursed only as follows:
A. Upon the completion of the Offering, Belmont shall deliver to the
Bank a certificate (the "Completion Certificate") stating:
1. that the Offering is complete;
2. which of the subscriptions in the Rights Offering have been
accepted or rejected; and
3. which of the subscriptions in the Ancillary Offering have been
accepted or rejected.
B. The Bank shall deliver to Belmont, without interest, all funds
received by it for subscriptions in the Offering which Belmont shall have
certified were accepted and shall return to subscribers, without interest,
all funds received by it for subscriptions which Belmont shall have
certified were not accepted.
C. Bank shall copy and forward all Subscription Agreements to Belmont
daily.
FOURTH: No interest shall accrue on any collected funds held in the
Account.
FIFTH: A. Bank is acting solely as depository of the funds and not as
a trustee or fiduciary under this Agreement. Bank is not a party to, nor
has it reviewed or approved any agreement other than this Agreement, nor
any other matters of background related to this Agreement.
B. Bank shall not be liable for any damages, or have any obligations
other than the duties prescribed herein in carrying out or executing the
purposes and intent of this Agreement; provided, however, that nothing
herein contained shall relieve Bank from liability arising out of its own
willful misconduct or gross negligence. Bank's duties and obligations under
this Agreement shall be entirely administrative and not discretionary.
C. Bank shall not be liable to any party hereto or to any third party
as a result of any action or omission taken or made by Bank, except for
liability arising out of Bank's own willful misconduct or gross negligence.
Belmont will, at its expense, indemnify Bank, hold Bank harmless, and
reimburse Bank, and its officers, directors, employees and representatives
from, against and for, any and all liabilities, costs, fees and expenses
(including reasonable attorney's fees) Bank or any of them may suffer or
incur by reason the execution and performance of this Agreement by Bank,
including any litigation relating to this Agreement instituted by or
against Bank, to which it is a party or in which Bank or any of its
officers, directors, employees or representatives are required to appear as
a witness. If any legal questions arise concerning Bank's duties and
obligations hereunder, Bank may consult its counsel at Belmont's expense
and rely without liability upon written opinions given to it by such
counsel.
D. Bank shall be protected in acting upon any written notice, request,
waiver, consent, authorization, or other paper or document which Bank, in
good faith, believes to be genuine and what it purports to be.
E. Bank shall not be bound in any way by any contract or agreement
between the other parties hereto, whether or not it has knowledge of any
such contract or agreement or of its terms or conditions.
F. This Agreement shall be terminated upon withdrawal and disbursement
of all of funds held in the Account, except that Articles FIFTH and SEVENTH
shall survive termination of this Agreement.
G. Notwithstanding anything to the contrary contained in this
Agreement, it is agreed that Bank shall in no case or event be liable for
the failure of any of the conditions of this Agreement or damage caused by
the exercise of its discretion in any particular manner, or for any reason,
except gross negligence
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or willful misconduct with reference to the Account, and Bank shall not be
liable or responsible for its failure to ascertain the terms or conditions,
or to comply with any of the provisions, of any agreement, contract or
other document delivered to it or referred to herein, nor shall Bank be
liable or responsible for forgeries or false personation.
H. If any controversy arises between the parties hereto or with any
third person with respect to the subject matter of this Agreement, its
terms or conditions, Bank shall not be required to determine the same or
take any action in the premises, but Bank may await the settlement of any
such controversy by final appropriate legal proceedings or otherwise as
Bank may require, or Bank may institute legal proceedings to determine any
controversy, and in any such event Bank shall not be liable for interest or
damages.
I. It is agreed that Bank's duties are only such as are herein
specifically provided, being purely ministerial in nature, and that Bank
shall incur no liability whatsoever except for its willful misconduct or
gross negligence.
J. Bank may, but shall not be required to, institute legal proceedings
of any kind. Bank shall have no responsibility for the genuineness or
validity of any document or other item deposited with it, and Bank shall be
fully protected in acting in accordance with any written instructions given
to it hereunder and believed by it to have been signed or given by the
proper parties.
K. Bank undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against Bank.
L. No provision of this Agreement shall require Bank to expend or risk
its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there shall be reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
M. Bank may consult with counsel and the written advice of such
counsel or any opinion of counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.
N. Bank shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document, but Bank in its discretion may make
such further inquiry or investigation into such facts or matters as it may
see fit.
O. The recitals contained herein shall be taken as the statements of
Belmont, and Bank assumes no responsibility for their correctness. Bank
makes no representations as to the validity or sufficiency of this
Agreement. Bank shall not be accountable for the use or application by
Belmont of the proceeds of the Offering.
SIXTH: Notwithstanding anything to the contrary contained in this
Agreement, Bank (a) may resign from its duties under this Agreement by
giving 30 days' prior written notice of such resignation to the other
parties hereto and (b) may be discharged from its duties under this
Agreement upon the receipt from each of the other parties hereto of 30
days' prior written notice of such discharge. Upon the resignation or
discharge of Bank, Belmont shall retain a substitute financial institution
to perform the functions theretofore performed by Bank under this Escrow
Agreement.
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SEVENTH: A. Belmont agrees to pay to Bank reasonable expenses,
including counsel fees, incurred in acting hereunder.
B. It is understood that fees (if any) and usual charges agreed upon
for Bank's services hereunder shall be considered compensation for its
ordinary services as contemplated by this Agreement and in the event the
conditions of this Agreement are not promptly fulfilled or that Bank
renders any service hereunder not provided for in this Agreement, or that
there is any modification hereof, or that any controversy arises hereunder
or that Bank institutes, is made a party to, or intervenes in, any
litigation pertaining to this Agreement or the subject matter thereof, Bank
and its legal counsel shall be reasonably compensated for such
extraordinary services and reimbursed for all costs and expenses occasioned
by such default, delay, controversy or litigation and Bank shall have the
right to retain all documents and/or other things of value at any time held
by it hereunder until such compensation, fees, costs and expenses shall be
paid. Belmont hereby promises to pay the foregoing sums upon demand.
EIGHTH: If, after the receipt by Bank of any check or instrument of
any party hereto, Bank shall inform Belmont that such check or instrument
has been entered for collection by it hereunder and is uncollectible and
payment of the funds represented by such check or instrument has been made
pursuant to the terms of this Agreement, then Belmont shall immediately
reimburse Bank for such payment, and Bank shall deliver the returned check
or instrument to Belmont provided, however, that nothing contained herein
shall require Bank to invest or pay out funds which it has reason to
believe are uncollectible.
NINTH: All distributions by Bank to subscribers pursuant to this
Agreement shall be made by check, payable to the order of each respective
subscriber and shall be mailed directly to the subscribers by first class
mail. All payments by Bank to Belmont shall be made in immediately
available funds, if and to the extent that the funds on deposit with Bank
are immediately available at the time of such payment.
TENTH: The rights and obligations of each party under this Agreement
may not be assigned without the prior written consent of all other parties.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
ELEVENTH: This Agreement contains all the terms agreed upon by the
parties with respect to the subject matter hereof. This Agreement may be
amended only by a written instrument signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.
TWELFTH: All notices, communications and instructions required or
desired to be given under the Escrow Agreement shall be in writing and
shall be deemed to be fully given if sent by certified mail, return receipt
requested, to the following addresses:
To: Firstar Trust Company:
Firstar Trust Company
000 Xxxxxx Xxxxxx
XX XX-XX-00XX
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
To: Belmont Bancorp
Belmont Bancorp
000 X. Xxxx Xxxxxx
X.X. Xxx 000
Xx. Xxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx, President and
Chief Executive Officer
or to such other address and to the attention of such other person as any
of the above may have furnished to the other parties by certified mail,
return receipt requested.
THIRTEENTH: Belmont shall deliver to _________________ a certificate
of the secretary of Belmont as (a) the authority of certain officers
thereof to act on behalf of Belmont in connection with this Agreement and
(b) the incumbency and signatures of such officers, and _________________
may act in reliance on such certificate upon the instructions or directions
given to it in accordance with the terms of this Agreement by Belmont,
through a person authorized so to act in such certificate.
FOURTEENTH: This Agreement shall be deemed to be an agreement made
under the laws of the State of Ohio and for all purposes shall be construed
and enforced in accordance with and governed by the laws of such State.
FIFTEENTH: This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Belmont Bancorp
By: ______________________________
Title:
Firstar Trust Company
By: ______________________________
Title:
