CERTIFICATE OF GOOD STANDING REQUEST LETTERS
DELAWARE AND FLORIDA
Prepared by: Daniel Obi, Associate, Calderwood & Harkness LLP
Date: July 2022
Engagement No.: 1016-00009
Client: Verimark Hospitality Group Inc.
Matter: $700,000,000 Senior Secured Term Loan B Refinancing
MEMORANDUM
TO: Sophie Tremblay, Lead Associate, Banking & Finance, Calderwood & Harkness LLP
FROM: Daniel Obi, Associate, Banking & Finance, Calderwood & Harkness LLP
DATE: July 11, 2022
RE: Good Standing Certificate Requests — Verimark Hospitality Group Inc. and Subsidiaries (Engagement No. 1016-00009)
Sophie,
Please find attached two request letters prepared for submission to the applicable state filing offices in connection with the closing deliverables for the $700,000,000 Senior Secured Term Loan B refinancing (the "Refinancing") by Verimark Hospitality Group Inc. ("VHG" or the "Borrower"), with Crescent Harbor Bank, N.A., acting as Administrative Agent (the "Administrative Agent"). These letters request certificates of good standing (or certificates of status, as applicable) for VHG and each of the Guarantors in their respective jurisdictions of organization, as required under the terms of the Credit Agreement.
As you are aware, the anticipated closing date for the Refinancing is July 21, 2022, and the transaction is structured as a simultaneous sign-and-close. Accordingly, all conditions precedent to the effectiveness of the Credit Agreement, including the delivery of good standing certificates for VHG and each Guarantor in their respective jurisdictions of organization, must be satisfied on or prior to that date. These certificates are expressly required pursuant to the conditions precedent set forth in Article IV of the Credit Agreement and will be appended to the Omnibus Secretary's Certificate to be executed by Priya Narayanan, General Counsel and Corporate Secretary of VHG, on the closing date.
I have prepared two sets of request letters for your review, as described below:
Letter 1 — Delaware Secretary of State. This letter requests certificates of good standing from the Delaware Secretary of State, Division of Corporations, for the following five entities organized under the laws of the State of Delaware: (i) Verimark Hospitality Group Inc., (ii) Verimark Resort Properties LLC, (iii) VHG Management Services Inc., (iv) Verimark Convention Holdings LLC, and (v) Cascadia Hospitality Corp.
Letter 2 — Florida Department of State, Division of Corporations. This letter requests a certificate of good standing (certificate of status) from the Florida Department of State, Division of Corporations, for Palmetto Beachfront Hotels LLC, the sole entity among the Guarantor group that is organized under the laws of the State of Florida.
Expedited processing has been requested in both cases. For the Delaware certificates, I have requested 24-hour expedited processing, which should result in receipt of the certificates by no later than July 13, 2022. For the Florida certificate, I have similarly requested expedited processing, with an anticipated turnaround of approximately two to three business days. In each case, we expect to receive the certificates well in advance of the July 21, 2022 closing date, allowing sufficient time for review and inclusion in the closing deliverables.
Upon receipt, I will circulate copies of each certificate to you for review and will arrange for the originals to be included in the closing binder. Copies will also be provided to Whitfield Gage & Partridge LLP (Harrison Whitfield III and Megan Yeung), counsel to the Administrative Agent, and to the designated representatives of Crescent Harbor Bank, N.A. (Ted Marchetti and Anika Holm), as required under the closing procedures.
I have also attached an internal tracking table summarizing the status of each request, which I will update on a rolling basis as certificates are received. Copies of both letters and the tracking table will be retained in the closing checklist file for our records.
Please let me know if you have any questions or if any modifications to the attached letters are required prior to submission.
Best regards,
Daniel Obi
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
July 11, 2022
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Re: Request for Certificates of Good Standing — Five (5) Delaware Entities
Dear Sir or Madam:
Calderwood & Harkness LLP serves as counsel to Verimark Hospitality Group Inc. ("VHG") in connection with a senior secured credit facility transaction. In that capacity, we respectfully request that the Delaware Secretary of State, Division of Corporations, issue certificates of good standing (also referred to as certificates of status) for each of the following five entities organized under the laws of the State of Delaware. These certificates are required in connection with closing deliverables under VHG's credit facility and are needed on an expedited basis, as described in further detail below.
We request certificates of good standing for the following Delaware entities:
1. Verimark Hospitality Group Inc.
Entity Type: Corporation State of Organization: Delaware Delaware File Number: 7291843 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
2. Verimark Resort Properties LLC
Entity Type: Limited Liability Company State of Organization: Delaware Delaware File Number: 7304217 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
3. VHG Management Services Inc.
Entity Type: Corporation State of Organization: Delaware Delaware File Number: 7318562 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
4. Verimark Convention Holdings LLC
Entity Type: Limited Liability Company State of Organization: Delaware Delaware File Number: 7325890 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
5. Cascadia Hospitality Corp.
Entity Type: Corporation State of Organization: Delaware Delaware File Number: 7341076 Registered Agent: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Processing and Delivery Instructions
We respectfully request expedited 24-hour processing for each of the five certificates of good standing identified above. Each certificate should be issued as of a date no earlier than July 11, 2022, to ensure currency as of a date proximate to the anticipated closing of the credit facility transaction.
Upon completion, we request that original certificates for all five entities be sent via overnight courier to the following address:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Daniel Obi
In addition, we request that copies of the completed certificates be transmitted via email to Daniel Obi at dobi@calderwoodharkness.com upon issuance, so that we may confirm receipt in advance of delivery of the originals.
Payment Information
Enclosed with this letter is a check in the amount necessary to cover the applicable filing and expedited processing fees for five (5) certificates of good standing with 24-hour expedited service. This payment is drawn on the Calderwood & Harkness LLP general operating account. Additionally, please note that Calderwood & Harkness LLP maintains a prepaid account with the Delaware Division of Corporations (Account No. SC-DEL-04298). In the event that it is more convenient for your office to process this request against the firm's prepaid account, we authorize you to do so and to apply the enclosed check as a replenishment to that account. If the enclosed amount is insufficient to cover all applicable fees, or if there is any discrepancy, please contact the undersigned immediately so that we may arrange for supplemental payment without delay.
Contact Information
Should you have any questions regarding this request, or if you require any additional information in order to process the certificates, please do not hesitate to contact the undersigned directly:
Daniel Obi, Associate Banking & Finance Group Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006 Telephone: (212) 558-4173
Email: dobi@calderwoodharkness.com
We appreciate your prompt attention to this matter and thank you for your assistance.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Daniel Obi
Title: Associate, Banking & Finance
Encl: Payment for filing fees (five certificates, expedited 24-hour processing)
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
July 11, 2022
Florida Department of State Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301
Re: Request for Certificate of Good Standing — Palmetto Beachfront Hotels LLC
Dear Sir or Madam:
Calderwood & Harkness LLP serves as counsel to Verimark Hospitality Group Inc. ("VHG") in connection with a senior secured credit facility transaction. In that capacity, we respectfully request that the Florida Department of State, Division of Corporations, issue a certificate of status (good standing) for the following entity organized under the laws of the State of Florida. This certificate is required as a closing deliverable in connection with VHG's credit facility and is needed on an expedited basis, as described in further detail below.
We request a certificate of good standing for the following Florida entity:
1. Palmetto Beachfront Hotels LLC
Entity Type: Limited Liability Company State of Organization: Florida Florida Document Number: L22000148376 Principal Office Address: 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 Registered Agent: National Registered Agents Inc., 100 South Ashley Drive, Suite 400, Tampa, FL 33602
Palmetto Beachfront Hotels LLC is a wholly owned subsidiary of Verimark Hospitality Group Inc. and serves as the operating entity for certain of VHG's beachfront hotel and resort properties located within the State of Florida. Its principal office address is the same as that of VHG's corporate headquarters in Boca Raton, Florida.
Processing and Delivery Instructions
We respectfully request expedited processing for the certificate of good standing identified above. The certificate should be issued as of a date no earlier than July 11, 2022, to ensure that it reflects the current standing of the entity as of a date proximate to the anticipated closing of the credit facility transaction.
Upon completion, we request that the original certificate be sent via overnight courier to the following address:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Attention: Daniel Obi
In addition, we request that a copy of the completed certificate be transmitted via email to Daniel Obi at dobi@calderwoodharkness.com upon issuance, so that we may confirm receipt and review the certificate in advance of delivery of the original.
Note Regarding Foreign Qualification Certificates
Please note that this letter relates solely to the certificate of good standing for Palmetto Beachfront Hotels LLC in its capacity as an entity organized under the laws of the State of Florida. We are aware that certain of the Delaware-organized entities within the VHG corporate group may be registered to transact business in the State of Florida as foreign entities. To the extent that certificates of authorization or foreign qualification certificates are required for any such Delaware-organized entities under the closing conditions of the Credit Agreement, we will submit separate requests to the Florida Department of State, Division of Corporations, for those certificates. This letter does not cover, and should not be construed as a request for, any certificates relating to the foreign qualification of entities organized outside the State of Florida.
Payment Information
Enclosed with this letter is a check in the amount necessary to cover the applicable filing and expedited processing fees for one (1) certificate of good standing. This payment is drawn on the Calderwood & Harkness LLP general operating account. If the enclosed amount is insufficient to cover all applicable fees, or if there is any discrepancy in the amount required, please contact the undersigned immediately so that we may arrange for supplemental payment without delay.
Contact Information
Should you have any questions regarding this request, or if you require any additional information in order to process the certificate, please do not hesitate to contact the undersigned directly:
Daniel Obi, Associate Banking & Finance Group Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006 Telephone: (212) 558-4173
Email: dobi@calderwoodharkness.com
We appreciate your prompt attention to this matter and thank you for your assistance.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Daniel Obi
Title: Associate, Banking & Finance
Encl: Payment for filing fee (one certificate, expedited processing)
APPENDIX A
GOOD STANDING CERTIFICATE REQUEST TRACKER
(Internal Use Only — Calderwood & Harkness LLP)
Engagement No. 1016-00009
Notes. 1. Transaction Overview. All six entities listed in the table above are either the Borrower (Verimark Hospitality Group Inc.) or Guarantors under the Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), by and among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, in connection with the $700,000,000 Senior Secured Term Loan B Refinancing.
2. Guarantor Identification. The following entities constitute the Guarantors under the Credit Agreement: (i) Verimark Resort Properties LLC, (ii) VHG Management Services Inc., (iii) Verimark Convention Holdings LLC, (iv) Palmetto Beachfront Hotels LLC, and (v) Cascadia Hospitality Corp. Each Guarantor is a direct or indirect wholly owned subsidiary of Verimark Hospitality Group Inc.
3. Conditions Precedent. Certificates of good standing for the Borrower and each Guarantor in their respective jurisdictions of organization are a condition precedent to the closing of the Credit Agreement and the initial funding of the Term Loan B facility. These certificates will be attached as exhibits to the Omnibus Secretary's Certificate dated July 21, 2022, to be executed by Priya Narayanan, General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., on behalf of VHG and each of the Guarantors.
4. Distribution Upon Receipt. Upon receipt of each certificate of good standing, the following distribution protocol shall be observed:
(a) Originals of all certificates shall be provided to Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP, for inclusion in the closing binder.
(b) Copies of all certificates shall be circulated promptly to the following parties:
(i) Whitfield Gage & Partridge LLP (Harrison Whitfield III, Partner, and Megan Yeung, Associate), counsel to the Administrative Agent;
(ii) Crescent Harbor Bank, N.A. (Ted Marchetti, Managing Director, and Anika Holm, Vice President), as Administrative Agent; and
(iii) Priya Narayanan, General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., for the client's records.
5. Foreign Qualification Certificates. To the extent that certificates of authorization or foreign qualification are required under the conditions precedent of the Credit Agreement for any of the Delaware-organized entities registered to do business in Florida or other jurisdictions, separate requests will be submitted. Such requests are not covered by the letters attached hereto and will be tracked separately on the Master Closing Checklist.
6. Cross-Reference to Master Closing Checklist. The good standing certificates referenced herein correspond to the following items on the Master Closing Checklist for the Refinancing (item numbers to be inserted upon finalization of the checklist):
• Checklist Item No. __: Certificate of Good Standing — Borrower (jurisdiction of organization)
• Checklist Item No. __: Certificates of Good Standing — Guarantors (jurisdictions of organization)
7. Status Updates. This tracking table will be updated by Daniel Obi as certificates are received. Any delays or issues in processing will be escalated to Sophie Tremblay immediately. The table will be circulated in updated form to the deal team on a daily basis until all certificates have been received and confirmed.
| CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED Calderwood & Harkness LLP | Engagement No. 1016-00009 | |||||||
| # | Entity Name | Jurisdiction of Organization | Filing Office | Request Date | Expedited? | Expected Receipt | Closing Deadline | Status |
| 1 | Verimark Hospitality Group Inc. | Delaware | Delaware Secretary of State | July 11, 2022 | Yes (24-hr) | July 12–13, 2022 | July 21, 2022 | Pending |
| 2 | Verimark Resort Properties LLC | Delaware | Delaware Secretary of State | July 11, 2022 | Yes (24-hr) | July 12–13, 2022 | July 21, 2022 | Pending |
| 3 | VHG Management Services Inc. | Delaware | Delaware Secretary of State | July 11, 2022 | Yes (24-hr) | July 12–13, 2022 | July 21, 2022 | Pending |
| 4 | Verimark Convention Holdings LLC | Delaware | Delaware Secretary of State | July 11, 2022 | Yes (24-hr) | July 12–13, 2022 | July 21, 2022 | Pending |
| 5 | Cascadia Hospitality Corp. | Delaware | Delaware Secretary of State | July 11, 2022 | Yes (24-hr) | July 12–13, 2022 | July 21, 2022 | Pending |
| 6 | Palmetto Beachfront Hotels LLC | Florida | Florida Dept. of State, Div. of Corporations | July 11, 2022 | Yes | July 13–14, 2022 | July 21, 2022 | Pending |