FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / payoff-letter-keypoint.docx
payoff-letter-keypoint.docx
1010-00002 · 10 clauses
High · 3 Medium · 2 Standard · 4
Section 1: Addressees
Section 1: Addressees Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142 Attention: David Halderman, Chief Financial Officer Rachel Moynihan, General Counsel & Corporate Secretary With copies to: Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 Attention: Theodore Langston / Eric Johannsen (Issuer's Counsel) Whitfield Barrow & Co., LLC 383 Madison Avenue New York, NY 10179
Section 2: Recitals and Background Standard
⚑ Commercial term
Section 2: Recitals and Background Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement dated as of March 15, 2022 (the "Original Credit Agreement"), among Arbor Health Technologies Inc., a Delaware corporation (the "Borrower"), Keypoint National Bank, National Association, in its capacity as administrative agent (in such capacity, the "Administrative Agent"), and Stonemill Capital Bank, in
Section 3: Payoff Amount High
⚑ Indemnity / guarantee obligation
Section 3: Payoff Amount As of the close of business on February 12, 2024 (one business day prior to the anticipated payoff date of February 13, 2024), the following amounts are outstanding under the Credit Agreement: ^(1)^ Accrued and unpaid interest is calculated on the outstanding principal balance of $65,000,000.00 at the applicable interest rate of Term SOFR (5.33% as of the last SOFR reset date applicable to th
Section 4: Wire Transfer Instructions Standard
⚑ Commercial term
Section 4: Wire Transfer Instructions All payments of the Payoff Amount shall be made by wire transfer of immediately available funds in United States dollars to the following account: Bank Name: Keypoint National Bank, National Association Bank Address: 200 Public Square, Cleveland, OH 44114 ABA Routing Number: 041000153 Account Name: Keypoint National Bank, N.A. — Agency Services Payoff Account Account Number: 8827
Section 5: Agreement to Release Liens Medium
⚑ Assignment / subcontracting
Section 5: Agreement to Release Liens Upon receipt by the Administrative Agent of the full Payoff Amount in immediately available funds in the account specified in Section 4 above, the Administrative Agent agrees, on behalf of itself and on behalf of Stonemill Capital Bank (as Lender under the Credit Agreement), to release all Liens (as defined in the Credit Agreement) on the assets and properties of the Borrower and
Section 6: Termination of Credit Agreement and Loan Documents High
⚑ Indemnity / guarantee obligation
Section 6: Termination of Credit Agreement and Loan Documents Upon receipt of the Payoff Amount in full in immediately available funds: (a) All Obligations of the Borrower under the Credit Agreement (including, without limitation, all obligations in respect of principal, interest, fees, expenses, and other amounts) shall be deemed irrevocably paid and satisfied in full, other than (i) contingent indemnification oblig
Section 7: Representations and Confirmations of Administrative Agent High
⚑ Indemnity / guarantee obligation
Section 7: Representations and Confirmations of Administrative Agent Keypoint National Bank, National Association, in its capacity as Administrative Agent under the Credit Agreement, hereby represents and confirms to the Borrower and the other addressees of this Payoff Letter as follows: (a) Accuracy of Payoff Amount. The Payoff Amount set forth in Section 3 of this Payoff Letter represents the full and complete amou
Section 8: Consent of Lender Standard
⚑ Commercial term
Section 8: Consent of Lender Stonemill Capital Bank, as the sole Lender under the Credit Agreement (holding 100% of the Revolving Commitments and the outstanding Revolving Loans), hereby: (a) consents to and acknowledges the terms and conditions of this Payoff Letter, including the Payoff Amount set forth in Section 3 and the agreement to release all Liens upon receipt of the Payoff Amount as set forth in Section 5;
Section 9: Miscellaneous Provisions Medium
⚑ Forum / governing law
Section 9: Miscellaneous Provisions Governing Law. The Credit Agreement is governed by and construed in accordance with the laws of the State of New York. This Payoff Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Effectiveness. This Payoff Letter
Section 10: Signature blocks Standard
⚑ Commercial term
Section 10: Signature blocks IN WITNESS WHEREOF, the Administrative Agent and the Lender have executed this Payoff Letter as of the date first written above. KEYPOINT NATIONAL BANK, NATIONAL ASSOCIATION, as Administrative Agent By: ________ Name: Patricia L. Donahue Title: Senior Vice President, Agency Services Date: February 13, 2024 STONEMILL CAPITAL BANK, as Lender By: ________ Name: Gregory S. Feldstein Title: Ma