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Contract analysis / comfort-letter-review-draft.docx
comfort-letter-review-draft.docx
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Standard · 14
I. Addressees
I. Addressees Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022 Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers) 383 Madison Avenue New York, New York 10179 Redstone Capital Markets LLC 200 Park Avenue, Suite 4500 New York, New York 10166 Kensington Hale Securities Inc. One World Financial Center, Suite 2700 New York, New York 10281 Ladies an
II. Introductory Paragraph
Medium
⚑ Confidentiality undertaking
II. Introductory Paragraph We have acted as the independent registered public accounting firm for Belmont Ridge Bank, National Association (the "Bank" or "BRB"), and we are furnishing this letter (the "Comfort Letter") in connection with the offering described below. This letter is being furnished pursuant to Section [_] of the Purchase Agreement, dated February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwri
III. Independence
III. Independence We are an independent registered public accounting firm with respect to Belmont Ridge Bank, National Association, within the meaning of Rule 2-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC") and the independence requirements of the Public Company Accounting Oversight Board (the "PCAOB"), including the rules and standards of the PCAOB relating to auditor indepen
IV. Financial Statements and Auditors' Reports
Standard
⚑ Commercial term
IV. Financial Statements and Auditors' Reports We have audited the following consolidated financial statements of BRB (the "Audited Financial Statements"), each of which is included in or incorporated by reference into the Offering Memorandum: (a) The Consolidated Balance Sheets of Belmont Ridge Bank, National Association and Subsidiaries as of December 31, 2025 and December 31, 2024; (b) The Consolidated Statements
V. Unaudited Interim Financial Information
V. Unaudited Interim Financial Information The Offering Memorandum does not include a separate set of unaudited interim consolidated financial statements for a period subsequent to December 31, 2025. However, certain unaudited financial data and summary financial information for periods subsequent to December 31, 2025, including summary data for the month ended January 31, 2026, is presented in the Offering Memorandu
VI. Procedures and Findings — Specified Financial Data in the Offering Memorandum
VI. Procedures and Findings — Specified Financial Data in the Offering Memorandum At the request of BRB, the Initial Purchasers, and their respective counsel, we performed the following specific procedures with respect to certain financial data appearing in the Offering Memorandum. The procedures described below were agreed upon by the parties and are in addition to the audit and review procedures described in Sectio
1. Total Assets. We compared the figure for total consolidated assets of BRB as of Decemb
Standard
⚑ Commercial term
1. Total Assets. We compared the figure for total consolidated assets of BRB as of December 31, 2025, stated in the Offering Memorandum as $62.4 billion, to the Audited Financial Statements (specifically, the Consolidated Balance Sheet as of December 31, 2025) and found such amount to agree with the corresponding amount set forth in the Audited Financial Statements.
2. Tier 1 Capital Ratio. We compared the Tier 1 capital ratio of BRB as of December 31, 2
2. Tier 1 Capital Ratio. We compared the Tier 1 capital ratio of BRB as of December 31, 2025, stated in the Offering Memorandum as 11.8%, to BRB's Consolidated Reports of Condition and Income (the "Call Report") filed with the Office of the Comptroller of the Currency ("OCC") and the Federal Financial Institutions Examination Council ("FFIEC") for the quarterly period ending December 31, 2025, and found such ratio to
3. Total Risk-Based Capital Ratio. We compared the total risk-based capital ratio of BRB
3. Total Risk-Based Capital Ratio. We compared the total risk-based capital ratio of BRB as of December 31, 2025, stated in the Offering Memorandum as 14.2%, to BRB's Call Report filed with the OCC/FFIEC for the quarterly period ending December 31, 2025, and found such ratio to agree with the corresponding ratio set forth in such Call Report.
4. Outstanding Subordinated Debt. We compared the amount of outstanding subordinated debt
Standard
⚑ Commercial term
4. Outstanding Subordinated Debt. We compared the amount of outstanding subordinated debt of BRB, stated in the Offering Memorandum as $200,000,000 of 5.250% Subordinated Notes due 2027, to the Audited Financial Statements (specifically, Note 12 to the Consolidated Financial Statements, "Subordinated Notes and Other Borrowings") and to the books and records of BRB, and found such amount and description to agree with
5. Capitalization Table. We compared the amounts set forth in the capitalization table ap
Standard
⚑ Commercial term
5. Capitalization Table. We compared the amounts set forth in the capitalization table appearing in the Offering Memorandum (on pages [_] through [_]) to the Audited Financial Statements and to the books and records of BRB, and we found that the historical amounts set forth in such capitalization table agree with or were derived from the Audited Financial Statements or from the accounting records of BRB. We also conf
1. We read the pro forma capitalization table and related notes appearing on pages [_] th
Standard
⚑ Commercial term
1. We read the pro forma capitalization table and related notes appearing on pages [_] through [_] of the Offering Memorandum and compared the pro forma amounts to the underlying historical financial data included in the Audited Financial Statements and the accounting records of BRB. We found that the historical amounts used as a basis for the pro forma adjustments agree with or were derived from the Audited Financia
2. We confirmed that the pro forma adjustments applied in the pro forma capitalization ta
Standard
⚑ Commercial term
2. We confirmed that the pro forma adjustments applied in the pro forma capitalization table are mathematically accurate. Such pro forma adjustments include, without limitation: (a) the addition of $350,000,000 in aggregate principal amount of the Notes as subordinated debt; (b) the receipt of gross proceeds of $349,125,000 (based on an issue price of 99.750% of the principal amount); (c) the deduction of the initial
3. We confirmed that the assumptions underlying the pro forma adjustments are described i
3. We confirmed that the assumptions underlying the pro forma adjustments are described in the Offering Memorandum and are consistent with the terms of the Notes and the Purchase Agreement as provided to us.
4. We inquired of certain officials of BRB responsible for financial and accounting matte
Standard
⚑ Commercial term
4. We inquired of certain officials of BRB responsible for financial and accounting matters as to whether the pro forma adjustments give appropriate effect to the assumptions described in the Offering Memorandum. Based on the foregoing procedures (which do not constitute an examination or compilation of pro forma financial information in accordance with standards established by the AICPA or PCAOB), nothing came to ou
1. Net Interest Income and Net Interest Margin. We compared the amounts of net interest i
Standard
⚑ Commercial term
1. Net Interest Income and Net Interest Margin. We compared the amounts of net interest income and the net interest margin percentages for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the sections of the Offering Memorandum entitled "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," to th
2. Noninterest Income. We compared the amounts of noninterest income for each of the fisc
Standard
⚑ Commercial term
2. Noninterest Income. We compared the amounts of noninterest income for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the Offering Memorandum, to the Audited Financial Statements and to the accounting records of BRB. We found such amounts to agree with or to have been derived from the Audited Financial Statements or the accounting records of BRB.
3. Efficiency Ratios. We compared the efficiency ratios for each of the fiscal years ende
3. Efficiency Ratios. We compared the efficiency ratios for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the Offering Memorandum, to the accounting records of BRB and recomputed such ratios from the underlying data. We found such ratios to be mathematically accurate and to have been derived from the Audited Financial Statements or the accounting records o
4. Loan Portfolio Composition and Credit Quality Metrics. We compared the loan portfolio
Standard
⚑ Commercial term
4. Loan Portfolio Composition and Credit Quality Metrics. We compared the loan portfolio composition data and credit quality metrics (including, without limitation, total loans and leases, nonperforming assets, allowance for credit losses, net charge-off ratios, and classified asset ratios) as of and for the periods ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the Offering Memora
5. Deposit Composition Data. We compared the deposit composition data as of December 31,
Standard
⚑ Commercial term
5. Deposit Composition Data. We compared the deposit composition data as of December 31, 2025 and December 31, 2024, as set forth in the Offering Memorandum, to the Audited Financial Statements and to the accounting records of BRB. We found such amounts to agree with or to have been derived from the Audited Financial Statements or the accounting records of BRB.
6. Other Numerical Data. We compared certain other numerical data and financial informati
Standard
⚑ Commercial term
6. Other Numerical Data. We compared certain other numerical data and financial information appearing in the Offering Memorandum, as specified and agreed upon with the Initial Purchasers and their counsel, Pennfield & Associates LLP (Thomas R. Kessler and Nadia Volkov), to the Audited Financial Statements, the Call Reports, or the internal accounting records of BRB. Such additional items are listed in Schedule A atta
VII. Agreed-Upon Cut-Off Date and Subsequent Changes (Change Period)
Standard
⚑ Commercial term
VII. Agreed-Upon Cut-Off Date and Subsequent Changes (Change Period) The "cut-off date" for purposes of the change-period procedures described in this Section VII is February 19, 2026 (being a date not more than five business days prior to the date of this Comfort Letter). > [COMMENT — Eric Johannsen, Calderwood & Harkness LLP]: We propose February 19, 2026 as the cut-off date, which is five business days before the
VIII. Limitations and Qualifications
VIII. Limitations and Qualifications The procedures described in this letter were performed solely as specified herein and do not constitute an examination, audit, or review of any financial statements (whether historical, pro forma, or interim) conducted in accordance with generally accepted auditing standards ("GAAS") or the standards of the PCAOB for the purpose of expressing an opinion or any other form of assura
IX. Restrictions on Use and Reliance
IX. Restrictions on Use and Reliance This letter is solely for the information of, and assistance to, the addressees named herein in conducting and documenting their investigation of the affairs of BRB in connection with the offering of the Notes, and it is not to be used, circulated, quoted, or otherwise referred to for any other purpose, or by any other person or entity, without the prior written consent of Whitmor
X. Subsequent Events and Bring-Down at Closing
Standard
⚑ Commercial term
X. Subsequent Events and Bring-Down at Closing We have no responsibility to update this letter for events and circumstances occurring after the cut-off date of February 19, 2026. Our procedures with respect to the Change Period extend only through the cut-off date, and we disclaim any obligation to perform any procedures, make any inquiries, or provide any assurance with respect to any period subsequent to the cut-of
XI. Signature
Medium
⚑ Confidentiality undertaking
XI. Signature Very truly yours, WHITMORE & LATHROP, P.C. By: ________ Name: Gregory D. Fontaine Title: Lead Audit Partner Date: ________ Note: This is a draft comfort letter prepared for review and comment purposes only. The signature of Whitmore & Lathrop, P.C. and Gregory D. Fontaine will be affixed to the final version of this letter at or prior to the closing on the Closing Date of February 24, 2026. This draft s