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Contract analysis / comfort-letter-request.docx
comfort-letter-request.docx
1045-00001 · 16 clauses
High · 0 Medium · 4 Standard · 4
1. Introduction and Background Medium
⚑ Confidentiality undertaking
1. Introduction and Background Calderwood & Harkness LLP ("C&H") serves as issuer's counsel to Belmont Ridge Bank, National Association ("BRB"), a national banking association organized under the laws of the United States and regulated by the Office of the Comptroller of the Currency (the "OCC"), in connection with BRB's offering of $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordin
2. Purchase Agreement Requirement
2. Purchase Agreement Requirement
Section 7(f) of the Purchase Agreement provides, as a condition to the obligations of the
Section 7(f) of the Purchase Agreement provides, as a condition to the obligations of the Initial Purchasers to consummate the purchase of the Notes on the Closing Date, that the Initial Purchasers shall have received, on or before the Closing Date, a comfort letter from W&L, as BRB's independent registered public accounting firm, dated the Closing Date, in form and substance satisfactory to the Initial Purchasers an
3. Scope of Comfort Letter — Audited Financial Statements
3. Scope of Comfort Letter — Audited Financial Statements We request that the comfort letter include, at a minimum, the following confirmations with respect to audited financial information: (a) Independence. The comfort letter should confirm that W&L is, as of the date of the comfort letter, an independent registered public accounting firm with respect to BRB within the meaning of the Securities Act and the applicab
4. Scope of Comfort Letter — Unaudited Financial Data and Interim Periods Medium
⚑ Liability cap to check against exposure
4. Scope of Comfort Letter — Unaudited Financial Data and Interim Periods (a) Negative Assurance on Unaudited Interim Financial Information. To the extent that any unaudited interim financial information of BRB (including, without limitation, any condensed consolidated balance sheet or condensed consolidated statement of income for any interim period subsequent to December 31, 2025) is included in the Offering Memora
5. Specified Financial Data in the Offering Memorandum Standard
⚑ Commercial term
5. Specified Financial Data in the Offering Memorandum For the avoidance of doubt, we request that the agreed-upon procedures described in Section 4(b) above cover financial data and statistical information appearing in each of the following sections of the Offering Memorandum (to the extent such sections contain financial figures, amounts, percentages, ratios, or other quantitative data derived from BRB's accounting
6. Cut-Off Dates Standard
⚑ Commercial term
6. Cut-Off Dates The comfort letter should specify a "cut-off date" that is no more than three business days prior to the Closing Date. Given that the Closing Date is expected to be February 24, 2026, the cut-off date should be no earlier than February 19, 2026, and should preferably be February 20 or February 21, 2026, or such later date as is practicable given W&L's procedures. In addition, we request that the comf
7. Capsule Information and Tables Standard
⚑ Commercial term
7. Capsule Information and Tables We request that the comfort letter specifically cover the accuracy of all dollar amounts, percentages, financial ratios, and other quantitative data appearing in tabular form in the Offering Memorandum, including (without limitation) any "capsule" financial information presented in the "Summary" or "Selected Financial Data" sections. Each such amount should be compared to BRB's books
Section 7(f) of the Purchase Agreement may require, in addition to the initial comfort let
Section 7(f) of the Purchase Agreement may require, in addition to the initial comfort letter, the delivery at closing of a "bring-down" comfort letter (or bring-down letter) dated the Closing Date, February 24, 2026, confirming that the statements made in the initial comfort letter remain accurate and have not changed as of the Closing Date, except to the extent specified in such bring-down letter. The bring-down co
9. Draft Review Process
9. Draft Review Process Given the anticipated closing timeline, we respectfully request that W&L prepare and circulate a draft of the proposed comfort letter for review and comment at the earliest practicable date and in any event no later than February 20, 2026. The draft should be circulated simultaneously to each of the following: (i) Calderwood & Harkness LLP, attention: Eric Johannsen Email: ejohanssen@calderwoo
10. Fee Confirmation Standard
⚑ Commercial term
10. Fee Confirmation We understand that BRB and W&L have previously discussed and agreed to a comfort letter fee of $85,000 in connection with the preparation and delivery of the comfort letter(s) described herein, which fee has been included in the offering expense budget for the transaction. BRB will be responsible for the payment of all fees, costs, and out-of-pocket expenses of W&L incurred in connection with the
11. Closing Logistics
11. Closing Logistics The executed comfort letter (and, if applicable, the bring-down comfort letter) should be delivered on the Closing Date, February 24, 2026, as part of the closing deliverables for the offering. Delivery may be made at the offices of Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, NY 10006, or via electronic delivery (PDF transmitted by email to the parties identified in Secti
12. Confidentiality Medium
⚑ Confidentiality undertaking
12. Confidentiality We remind W&L that the Offering Memorandum, the Pricing Term Sheet, the Purchase Agreement, and the terms and conditions of the offering of the Notes are confidential and are not to be disclosed to any person or entity other than W&L's personnel directly involved in the preparation and delivery of the comfort letter and any related audit or review procedures. W&L and its personnel should treat all
1. Execution copy of the Confidential Offering Memorandum dated February 19, 2026 Medium
⚑ Confidentiality undertaking
1. Execution copy of the Confidential Offering Memorandum dated February 19, 2026
2. Execution copy of the Pricing Term Sheet dated February 19, 2026
2. Execution copy of the Pricing Term Sheet dated February 19, 2026
3. Relevant sections of the Purchase Agreement dated February 19, 2026 (including Section
3. Relevant sections of the Purchase Agreement dated February 19, 2026 (including Section 7(f) — Comfort Letter Delivery Condition)