Contract analysis

I. Executive Summary The purpose of this memorandum is to set forth Calderwood & Harkness's recommended negotiation strategy with respect to two key borrower-protective provisions in the proposed $700,000,000 senior secured Term Loan B refinancing by Verimark Hospitality Group Inc. ("VHG" or the "Borrower"): (i) the "most favored nation" (MFN) sunset provision and (ii) the repricing protection (soft call) provision.

II. Background on the Transaction and VHG's Capital Structure A. Transaction Overview The key terms of the proposed refinancing transaction are summarized below: Borrower. Verimark Hospitality Group Inc., a corporation organized and existing under the laws of the State of Delaware, publicly traded on the New York Stock Exchange under the ticker symbol "VMRK." VHG's principal executive offices are located at 8200 West

III. The "Most Favored Nation" (MFN) Provision A. Description and Mechanics The MFN provision is a yield-protection mechanism that operates for the benefit of the lenders under the initial TLB. In essence, the MFN provides that if the Borrower incurs incremental term loans at an effective yield that exceeds the effective yield on the initial TLB by more than a specified threshold (the "MFN Threshold"), the applicable

IV. Repricing Protection (Soft Call) Provision A. Description and Mechanics The repricing protection provision — commonly referred to as the "soft call" premium — requires the Borrower to pay a premium to lenders if it reprices or refinances the TLB at a lower effective yield within a specified period after closing. The purpose of the soft call is to protect the lenders' initial investment economics, particularly the

V. Interaction Between MFN and Repricing Protection Provisions A. Overlap Period A critical observation in structuring these provisions is that the recommended MFN sunset period (18 months) extends well beyond the recommended repricing protection period (6 months). This creates three distinct phases during which VHG is subject to different levels of constraint, each with its own strategic implications. Phase 1: Month

VI. Anticipated Lender Pushback and Fallback Positions A. MFN Sunset Period We anticipate that Crescent Harbor (led by Ted Marchetti, Managing Director) and WGP (led by Harrison Whitfield III) will initially resist our recommended 18-month sunset and argue for their original 24-month proposal. The primary arguments we expect them to advance are as follows: • CLO Ramp-Up Concerns. Crescent Harbor will likely argue tha