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 / signature-pages-credit-agreement.docx
signature-pages-credit-agreement.docx
1005-00001 · 16 clauses
High · 0 Medium · 1 Standard · 2
1. Purpose. This memorandum accompanies the attached compilation of executed and to-be-exe
1. Purpose. This memorandum accompanies the attached compilation of executed and to-be-executed signature pages to the Credit Agreement. It sets forth the escrow, release, and counterpart mechanics governing the collection, holding, and release of such signature pages in connection with the closing scheduled for March 28, 2025.
2. Escrow Arrangements. All signature pages executed by the Borrower, Holdings, the Subsid
2. Escrow Arrangements. All signature pages executed by the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, and each Lender (collectively, the "Executing Parties") shall be delivered by email (in PDF form) or via DocuSign to Calderwood & Harkness LLP, as counsel to the Borrower, to be held in escrow pending confirmation that each of the conditio
3. Release Authorization. Signature pages shall be released from escrow and the Credit Agr
3. Release Authorization. Signature pages shall be released from escrow and the Credit Agreement shall be deemed executed and delivered only upon the joint written email authorization of Claudia Merritt (Calderwood & Harkness LLP, counsel to the Borrower) and Margaret Ashby (Whitfield & Gage LLP, counsel to the Administrative Agent). Absent such joint authorization, no signature page shall be treated as executed or d
4. Effectiveness. Upon release, all signature pages shall be deemed executed and delivered
4. Effectiveness. Upon release, all signature pages shall be deemed executed and delivered, and the Credit Agreement shall be deemed effective, as of March 28, 2025, without regard to the actual date on which any particular signature page was executed.
5. Delivery of Executed PDFs. Please return executed PDFs to:
5. Delivery of Executed PDFs. Please return executed PDFs to: Sophie Tremblay — stremblay@calderwoodharkness.com Jonathan Ferris — jferris@whitfieldgage.com
6. Questions. Any questions regarding execution logistics, notice addresses, wiring instru Standard
⚑ Commercial term
6. Questions. Any questions regarding execution logistics, notice addresses, wiring instructions, or the Administrative Questionnaire should be directed to the undersigned or to Claudia Merritt (C&H, +1 212-555-0148) or Margaret Ashby (W&G, +1 212-555-0392). SECTION I BORROWER SIGNATURE PAGE IN WITNESS WHEREOF, the undersigned has caused this Credit Agreement to be duly executed and delivered by its authorized office
1. Escrow. All signature pages compiled hereunder shall be held in escrow by Calderwood &
1. Escrow. All signature pages compiled hereunder shall be held in escrow by Calderwood & Harkness LLP, as counsel to the Borrower, and Whitfield & Gage LLP, as counsel to the Administrative Agent, pending satisfaction (or waiver in accordance with the terms of the Credit Agreement) of each of the conditions precedent set forth in Article V of the Credit Agreement. No signature page shall be treated as delivered, and
2. Release Authority. Release of the signature pages from escrow shall occur only upon joi
2. Release Authority. Release of the signature pages from escrow shall occur only upon joint written email authorization delivered by Claudia Merritt of Calderwood & Harkness LLP and Margaret Ashby of Whitfield & Gage LLP. Upon such joint authorization, the signature pages shall be deemed automatically released from escrow and the Credit Agreement shall be deemed executed and delivered by each Executing Party.
3. Effectiveness Date. Notwithstanding the actual date on which any signature page was exe
3. Effectiveness Date. Notwithstanding the actual date on which any signature page was executed, each signature page shall be deemed executed and effective as of March 28, 2025, upon release from escrow.
4. Counterparts and Electronic Signatures. This Credit Agreement may be executed in any nu
4. Counterparts and Electronic Signatures. This Credit Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, all as further set forth in Section 10.07 of the Credit Agreement. Delivery of an executed counterpart of a s
5. Governing Law. This Credit Agreement and each signature page compiled hereunder shall b Medium
⚑ Forum / governing law
5. Governing Law. This Credit Agreement and each signature page compiled hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to conflict of laws principles that would result in the application of the laws of another jurisdiction.
6. Incorporation. Each executed signature page compiled hereunder is hereby incorporated i
6. Incorporation. Each executed signature page compiled hereunder is hereby incorporated into, and made a part of, the Credit Agreement, and each Executing Party shall be bound by all of the terms, covenants, and conditions of the Credit Agreement upon release of its signature page from escrow. SECTION VIII COMPILATION ATTESTATION The undersigned, on behalf of Calderwood & Harkness LLP, counsel to the Borrower, hereb
1. The signature pages compiled in Sections I through VI of this document constitute the c
1. The signature pages compiled in Sections I through VI of this document constitute the complete and final compilation of executed signature pages to the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto;
2. Each such signature page has been received in executed form from the applicable Executi
2. Each such signature page has been received in executed form from the applicable Executing Party (or, in the case of Additional Lender Signature Pages appended following completion of general syndication on March 21, 2025, in substantially the form specified herein);
3. All signature pages have been compiled and attached to the Execution Version of the Cre
3. All signature pages have been compiled and attached to the Execution Version of the Credit Agreement in accordance with the escrow and release mechanics set forth in Section VII hereof; and
4. Aggregate Commitments reflected across all Lender signature pages total $1,400,000,000, Standard
⚑ Commercial term
4. Aggregate Commitments reflected across all Lender signature pages total $1,400,000,000, matching the aggregate Term Loan B Facility amount. Dated: March 28, 2025 CALDERWOOD & HARKNESS LLP By: ________ Name: Sophie Tremblay Title: Working Associate COUNTERSIGNED AND CONFIRMED: By: ________ Name: Marcus Leung Title: Lead Associate Closing Binder Reference. This compilation of signature pages shall be filed as part o