EXHIBIT 1.4
FUND ESCROW AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of October, 1997
by and among the following:
United Oilfield Services, Inc. (the "Company"), a Texas corporation,
whose address is 000 Xxxxx Xxxxx Xxxxxxxx, Xxxxx 000, XX-000, Xxxxxx Xxxxxxx,
Xxxxx 00000;
X. X. Xxxx & Company, Inc. (the "Underwriter"), a Colorado corporation,
whose address is 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000;
Colorado State Bank and Trust, N.A. (the "Escrow Agent") whose address
is 0000 Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000.
R E C I T A L S:
A. The Company has filed a Registration Statement on Form S-1 and
amendments thereto (the "Registration Statement"), pursuant to which the Company
proposes to issue and offer for public sale (the "Public Offering") 1,000,000
shares of common stock, $.01 par value (the "Shares"). The offering will be made
on a best efforts, all or nothing, basis through the Underwriter;
B. Pursuant to the terms of the Registration Statement, provision must
be made to impound in escrow for certain periods, as more particularly described
in paragraph 2 hereof, commencing upon the effective date of the Registration
Statement (the "Effective Date") and for the benefit of purchasers in the Public
Offering, the gross proceeds from the sale of the Shares; and
C. The Company and the Underwriter desire to enter into an agreement
with the Escrow Agent for the purpose of fulfilling the escrow requirements as
set forth in the Registration Statement.
NOW THEREFORE, in consideration of the foregoing recitals, and the
mutual promises and covenants contained herein, the parties agree as follows:
1. ESTABLISHMENT OF ESCROW ACCOUNT. The Company and the Underwriter
hereby appoint the Escrow Agent, and the Escrow Agent accepts said appointment
to receive from the Underwriter the monies paid by the subscribers for the
Shares and to hold such subscription payments in accordance with the terms
herein. The Underwriter agrees to deliver to the Escrow Agent within two
business days following receipt, all proceeds, including customer checks,
drafts, or money orders payable to the Escrow Agent, from the sale of the Shares
in the Public Offering, together with a written account of each sale, which
account shall set forth, among other things, the names, addresses and social
security or taxpayer identification numbers of the purchasers, the number of
Shares purchased by each, the amount paid therefor, and whether the
consideration received was in the form of cash or evidenced by a check, draft,
or money order. The Escrow Agent shall have the right to reject and return to
the Underwriter any funds that are not accompanied by the
required information or that do not reconcile to the amount set forth in the
written account of the sale at the time of deposit with the Escrow Agent. The
Escrow Agent shall establish a segregated non-interest-bearing escrow account,
which shall be entitled "United Oilfield Services, Inc. Escrow Account (the
"Escrow Account") into which all subscription amounts shall be deposited. The
Escrow Account shall be created and maintained subject to the customary rules
and regulations of the Escrow Agent pertaining to such accounts. During the
Escrow Period (as hereinafter defined), none of the amounts deposited in the
Escrow Account shall become the property of the Company or any other entity, or
subject to the debts of the Company or any other entity, and the Escrow Agent
shall not make or permit any disbursements from the Escrow Account. The Escrow
Agent shall have no obligation to invest any of the deposited funds or to pay
interest thereon.
2. ESCROW PERIOD. The Escrow Period shall begin on the Effective Date
and shall terminate on:
(a) the expiration of 60 days from the Effective Date, which
period may be extended by up to an additional 30 days by mutual written
consent of the Company and the Underwriter; or
(b) the election of the Company to terminate the Offering.
3. DISBURSEMENT OF FUNDS. Unless all of the Shares are sold within the
period referred to in paragraph 2, the agency between the Company and the
Underwriter will terminate. In the event the Public Offering is not fully
subscribed within the period referred to in paragraph 2, the Escrow Agent, as
promptly as possible, shall return to each of the purchasers of the Shares the
amount paid in by them for the purchase of the Shares and collected by the
Escrow Agent, without interest and without any deductions. Each amount paid or
payable to each purchaser pursuant to this paragraph shall be deemed to be the
property of each purchaser, free and clear of any and all claims of the Company
or any of its creditors, and the respective agreements to purchase the Shares
made and entered into in the Public Offering thereupon shall be deemed to be
cancelled, without any further liability of said purchasers to pay for the
Shares purchased. The Escrow Agent shall be required to make such payment only
to the person named in the written account of each sale to be furnished by the
Underwriter pursuant to paragraph 1 hereof at the address set forth in the
written account. Any funds payable to the purchasers of the Shares which the
Escrow Agent cannot disburse to the purchasers because the address given in the
written account is defective or which the Escrow Agent cannot disburse for any
other reason to said purchaser shall be retained by the Escrow Agent and dealt
with in accordance with applicable Colorado law. At such time as the Escrow
Agent shall have made all payments and remittances provided for in this
paragraph, the Escrow Agent shall be completely discharged and released of any
and all further liabilities and responsibilities hereunder.
4. ESCROW AGENT FEE. The Company shall pay the Escrow Agent a fee in
the amount of $_______, which shall cover all fees and expenses of the Escrow
Agent in connection with the actions taken under this Agreement, and such fee
shall be paid regardless of whether this Agreement terminates pursuant to
paragraph 2. In addition, the Company shall pay the Escrow Agent a refundable
deposit of $_________ which shall be used to pay for costs and expenses incurred
by Escrow Agent if funds deposited in the subject escrow are returned to
investors pursuant to
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paragraph 2 or otherwise. Any remaining portion of the refundable deposit
referred to in this paragraph shall be returned by the Escrow Agent to the
Company upon termination of this Agreement.
5. DUTIES AND RESPONSIBILITIES OF ESCROW AGENT. The Escrow Agent shall
not issue any certificates of deposit, stock certificates, or any other
instrument or document representing any interest in the deposited funds, but
written notice acknowledging receipt of the deposited funds will be delivered
from time to time, but no more frequently than once per week, by the Escrow
Agent to the Company and the Underwriter. The Escrow Agent shall give the
Company and the Underwriter prompt written notice when funds deposited in the
Escrow Account total $_________. The Escrow Agent shall not be responsible for
fees in conjunction with the issuance or transfer of securities. The Company and
the Underwriter agree to provide to the Escrow Agent all information necessary
to facilitate the administration of this Agreement, and the Escrow Agent may
rely upon such information provided. In performing any of its duties hereunder,
the Escrow Agent shall not incur any liability to anyone for any claims,
damages, losses, costs or expenses, except for willful misconduct or gross
negligence, and it shall accordingly not incur any such liability with respect
to (i) any action taken or omitted in good faith upon advice of counsel given
with respect to any questions relating to the duties and responsibilities of the
Escrow Agent under this Agreement or (ii) any action taken or omitted in
reliance upon any instrument, including the written advice provided for herein,
not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and accuracy of any information contained
therein, which the Escrow Agent shall in good faith believe to be genuine, to
have been signed or presented by a proper person or persons, and to conform with
the terms of this Agreement.
The Escrow Agent shall not be obligated to take any action which it is
not expressly directed to take in this Agreement unless and until it shall have
received written instruction from the Company and/or the Underwriter. The Escrow
Agent shall have no duty to know or determine performance or non-performance of
any provision of any agreement between the other parties hereto, and the
original, or a copy, of any such agreement deposited with the Escrow Agent shall
not bind such agent in any manner. The Escrow Agent assumes no responsibility
for the validity or sufficiency of any documents or paper or payments deposited
or called for hereunder except as may be expressly and specifically set forth in
this Agreement in clear and unambiguous language, and the duties and
responsibilities of the Escrow Agent are limited to those expressly and
specially stated in this Agreement in such language.
6. INDEMNIFICATION. The Company and the Underwriter hereby agree to
indemnify and hold harmless the Escrow Agent against any and all losses, claims,
damages, liabilities, costs and expenses, including reasonable costs of
investigation and attorneys' fees and disbursements, which may be imposed upon
the Escrow Agent or incurred by the Escrow Agent hereunder, or their performance
of its duties hereunder, including any litigation arising from this Agreement or
involving the subject matter hereof. The Escrow Agent in its actions pursuant to
this Agreement shall be fully protected in every reasonable exercise of its
discretion and shall have no obligations hereunder to the Company or to any
other party, except as expressly set forth herein.
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7. DISPUTES. If at any time a dispute shall exist as to the duties of
the Escrow Agent and the terms hereof, or if funds deposited hereunder are not
withdrawn on or before thirty (30) days after the end of the Escrow Period set
forth in paragraph 2, the Escrow Agent may, in its discretion, deposit said
funds with the Clerk of the District Court for the city and county of Denver,
State of Colorado and may interplead the parties hereto as to the rights, if
any, in such funds. Upon so depositing such funds and filing its complaint in
interpleader, the Escrow Agent shall be completely discharged and released from
all further liability or responsibility under the terms hereof. The parties
hereto, for themselves, their successors and assigns, do hereby consent to the
jurisdiction of said Court and do hereby appoint the Clerk of said Court as
their agent for service of all process in connection with the proceeding
mentioned in this paragraph.
8. NOTICES. All notices, demands, or requests required or authorized
hereunder shall be deemed given sufficiently if in writing and sent by
registered mail or certified mail, return receipt requested, and postage
prepaid, or by facsimile, telex, telegram or cable. No notice shall be given
until given in writing and shall be sent, postage prepaid, addressed as follows:
(a) If to the Company, notice is deemed given when received by:
UNITED OILFIELD SERVICES, INC.
000 Xxxxx Xxxxx Xxxxxxxx, Xxxxx 000 MT-198
Corpus Xxxxxxx, Xxxxx 00000
(b) If to the Underwriter, notice is deemed given when received
by:
X. X. XXXX & COMPANY, INC.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
(c) If to the Escrow Agent, notice is deemed given when received
by:
COLORADO STATE BANK AND TRUST, N.A.
0000 Xxxxxxxx
Xxxxxx, Xxxxxxxx 00000
9. TERMINATION. This Agreement may be terminated by either the Company
and the Underwriter or the Escrow Agent upon three days prior written notice
given by either the Company and the Underwriter or the Escrow Agent to the other
party or parties hereto; provided however, that in the event such notice of
termination is given by the Escrow Agent hereunder, the Escrow Agent agrees that
it shall continue to serve as escrow agent and to perform all of its duties and
obligations hereunder until such time as the Company has designated a qualified
successor entity to serve as escrow agent. If such notice of termination is
given by the Escrow Agent as aforesaid, the Company shall use all reasonable
efforts to designate a successor entity to serve as escrow agent as promptly as
practicable.
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10. MISCELLANEOUS.
(a) The Company agrees to give the Escrow Agent appropriate written
notice of the Effective Date and of any extension of the Escrow Period referred
to in paragraph 2.
(b) This Agreement shall be governed and interpreted by the laws of the
State of Colorado and shall not be amended except by written instrument duly
executed by the parties hereto, or their respective successors and assigns.
(c) This Agreement may be executed in counterparts.
(d) This Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Fund Escrow
Agreement on the date first written above.
COLORADO STATE BANK AND TRUST, N.A.,
Escrow Agent
By: _________________________________
Authorized Officer
UNITED OILFIELD SERVICES, INC.,
Company
By: _________________________________
Authorized Officer
X. X. XXXX & COMPANY, INC.,
Underwriter
By: _________________________________
Authorized Officer
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