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Contract analysis / letter-keypoint-material-litigation.docx
letter-keypoint-material-litigation.docx
1038-00006 · 7 clauses
High · 0 Medium · 3 Standard · 0
1. Background and Reference to Prior Notification Medium
⚑ Confidentiality undertaking
1. Background and Reference to Prior Notification As the Administrative Agent is aware, on or about March 6, 2025, CRH provided written notice to Keypoint (delivered by Theresa Yun-Park, General Counsel of CRH, with a copy to Calderwood & Harkness LLP) regarding the filing of a Verified Complaint and Motion for Temporary Restraining Order in the Delaware Court of Chancery on March 5, 2025. That action is styled Casca
2. Settlement Resolution
2. Settlement Resolution We are pleased to advise the Administrative Agent that, as of the date of this letter, the Chancery Action has been resolved through a negotiated settlement. On April 14, 2025, CRH, each of the eight individual defendants (Priya Rathore, James T. Ellison, Nadia Sokolova, Derek Huang, Martina Caldwell, Reginald Owens, Kristen Fairbanks, and Samuel Nazarian), and Verdana Commerce Group, Inc. ex
3. Summary of Key Settlement Terms Medium
⚑ Liability cap to check against exposure
3. Summary of Key Settlement Terms For the convenience of the Administrative Agent and the Lenders, the following summarizes the material terms of the Settlement Agreement. This summary is qualified in its entirety by reference to the executed Settlement Agreement, the Stipulation of Settlement, and the proposed Consent Order, copies of which are available upon request subject to certain confidentiality restrictions
4. Financial Impact Assessment and Confirmation of No Material Adverse Effect
4. Financial Impact Assessment and Confirmation of No Material Adverse Effect CRH's management, in consultation with its financial advisors and counsel, has evaluated the financial impact of both the underlying events giving rise to the Chancery Action and the settlement resolution on CRH's financial condition, results of operations, and ability to perform its obligations under the Credit Agreement and all related Lo
5. Status of Injunction Bond
5. Status of Injunction Bond Upon entry of the Consent Order by Vice Chancellor Zhao and the resulting dissolution of the Temporary Restraining Order, CRH intends to seek the prompt discharge of the $2,500,000 Injunction Bond (Bond No. BSC-2025-TRO-04419) posted through Broadview Surety Corp. Based on the terms of the Settlement Agreement and the absence of any counterclaim or claim for wrongful injunction by any def
6. Request for Confirmation
6. Request for Confirmation CRH respectfully requests that Keypoint National Bank, N.A., as Administrative Agent, acknowledge receipt of this notice and confirm that no further action is required from CRH under Section 6.02(c) of the Credit Agreement with respect to the Chancery Action and the matters described herein. To the extent the Administrative Agent or any Lender under the Facility requires any supplemental i
7. Contact Information Medium
⚑ Confidentiality undertaking
7. Contact Information Any questions, requests for additional information, or correspondence relating to the matters described in this letter should be directed to: Bernard Crawford Partner Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-8437 Email: bcrawford@calderwoodharkness.com Theresa Yun-Park General Counsel Cascade Retail Holdings Inc. 2200 Elliott Avenue West,