CLOSING AGENDA AND SIGNATURE PAGES PACKAGE
$700,000,000 Senior Secured Term Loan B Credit Facility
among
VERIMARK HOSPITALITY GROUP INC. as Borrower
THE GUARANTORS PARTY THERETO
CRESCENT HARBOR BANK, N.A. as Administrative Agent, Collateral Agent, Lead Arranger and Bookrunner
and
THE LENDERS PARTY THERETO
Closing Date: July 21, 2022
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Engagement Number: 1016-00009
CONFIDENTIAL — This Closing Agenda and the attached Signature Pages are confidential and prepared for use by the parties to the Transaction only. Distribution, reproduction, or disclosure of this document or any portion hereof to any person other than the parties to the Transaction and their respective legal and financial advisors is strictly prohibited without the prior written consent of Calderwood & Harkness LLP and Crescent Harbor Bank, N.A.
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PART I — CLOSING AGENDA
Section 1: Transaction Overview and Closing Summary
Transaction Description. This Closing Agenda relates to the simultaneous signing and closing of a $700,000,000 Senior Secured Term Loan B Credit Facility (the "Facility" or the "TLB") among Verimark Hospitality Group Inc., a Delaware corporation ("VHG" or the "Borrower"), as borrower, the Guarantors party thereto (as identified in Section 2.3 below), Crescent Harbor Bank, National Association ("Crescent Harbor" or the "Administrative Agent"), in its capacities as administrative agent, collateral agent, lead arranger and bookrunner, and the Lenders party thereto (each a "Lender" and collectively, the "Lenders"), pursuant to the Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
Purpose of Facility. The proceeds of the Facility will be used (i) to refinance in full the existing $625,000,000 Term Loan B facility (with outstanding principal of $621,875,000 as of the Closing Date) held by Greystone Federal Credit Corp. ("Greystone") as administrative agent thereunder (the "Existing Facility"), including the payment of all accrued and unpaid interest, fees, and prepayment premiums in connection therewith, and (ii) to fund up to $75,000,000 for permitted acquisitions identified in VHG's near-term acquisition pipeline and for general corporate purposes. The refinancing is expected to result in estimated annual interest savings of approximately $3,500,000 reflecting a 50 basis point reduction from the applicable margin under the Existing Facility, which bore interest at LIBOR plus 425 basis points, to the new applicable margin of Adjusted Term SOFR plus 375 basis points.
Closing Type. Simultaneous sign-and-close. The Credit Agreement and all ancillary documents will be executed and delivered concurrently with the initial borrowing under the Facility on the Closing Date.
Closing Date. July 21, 2022.
Closing Location. Virtual closing. All signature pages will be exchanged via email in portable document format (PDF) on the Closing Date, with original signature pages to follow by overnight courier to Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, NY 10006, Attention: Sophie Tremblay, no later than July 25, 2022.
Closing Coordinator. Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP. Telephone: (212) 555-3847. Email: sophie.tremblay@calderwoodharkness.com. All communications regarding the sequencing, exchange, and confirmation of signature pages and closing deliverables should be directed to Ms. Tremblay or, in her absence, to Daniel Obi, Working Associate, at (212) 555-3952 / daniel.obi@calderwoodharkness.com.
Crescent Harbor Internal Loan Number. CHB-LF-2022-07814. All Lenders are requested to reference this number in all funding-related wire transfers and communications with the Administrative Agent.
CUSIP (New TLB). 92347LAB8. The CUSIP number has been assigned to the new Term Loan B facility for secondary market trading and reporting purposes.
Section 2: Participating Parties and Contacts
2.1 Borrower. Verimark Hospitality Group Inc. A Delaware corporation
Headquarters: 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 NYSE Ticker: VMRK Employer Identification Number (EIN): 82-3741956 Delaware File Number: 7291843
Signing Officers:
Marcus Delvecchio — Chief Executive Officer Renata Haines — Chief Financial Officer Priya Narayanan — General Counsel & Corporate Secretary Glenn Fischbach — Treasurer
Borrower's Counsel:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Ian Blackwood — Responsible Partner; Tel: (212) 555-3801; Email: ian.blackwood@calderwoodharkness.com Sophie Tremblay — Lead Associate; Tel: (212) 555-3847; Email: sophie.tremblay@calderwoodharkness.com Daniel Obi — Working Associate; Tel: (212) 555-3952; Email: daniel.obi@calderwoodharkness.com
2.2 Administrative Agent / Collateral Agent / Lead Arranger
Crescent Harbor Bank, National Association
600 Lexington Avenue, 34th Floor New York, NY 10022
Signing Contact:
Theodore "Ted" Marchetti — Managing Director, Leveraged Finance Tel: (212) 555-7100
Email: ted.marchetti@crescentharbor.com
Syndication Contact:
Anika Holm — Director, Loan Syndications Tel: (212) 555-7142
Email: anika.holm@crescentharbor.com
Agent's Counsel:
Whitfield Gage & Partridge LLP 383 Madison Avenue, 28th Floor New York, NY 10179
Harrison Whitfield III — Lead Partner; Tel: (212) 555-6200; Email: hwhitfield@wgplaw.com Megan Yeung — Lead Associate; Tel: (212) 555-6234; Email: myeung@wgplaw.com
2.3 Guarantors. The following entities have executed the Guarantee Agreement and the Pledge and Security Agreement as Guarantors under the Credit Agreement. Each Guarantor is a direct or indirect subsidiary of the Borrower:
1. Verimark Resort Properties LLC — a Delaware limited liability company ("VRP")
2. VHG Management Services Inc. — a Delaware corporation ("VHG Mgmt")
3. Verimark Convention Holdings LLC — a Delaware limited liability company ("VCH")
4. Palmetto Beachfront Hotels LLC — a Florida limited liability company ("Palmetto")
5. Cascadia Hospitality Corp. — a Delaware corporation ("Cascadia")
Each Guarantor executes through authorized officers of VHG or the applicable subsidiary manager, as the case may be, whose authority is certified in the Omnibus Secretary's Certificate delivered at closing and described in Section 11 of this Closing Agenda. VHG serves as the sole member or managing member of each of VRP, VCH, and Palmetto, and as the sole stockholder of each of VHG Mgmt and Cascadia.
2.4 Syndicate Lenders
The following Lenders have committed to fund the Facility in the amounts set forth opposite their respective names, for an aggregate commitment of $700,000,000:
All Lender accession agreements have been executed and delivered to the Administrative Agent. Each Lender's commitment is set forth on Schedule 2.01 to the Credit Agreement.
2.5 Existing Facility Agent (Payoff)
Greystone Federal Credit Corp.
200 Park Avenue South, 22nd Floor New York, NY 10003
Contact: Marion Stillwell, Vice President, Agency Services Tel: (212) 555-4400
Email: marion.stillwell@greystonefcc.com
Greystone serves as administrative agent under VHG's existing $625,000,000 Term Loan B facility, which will be repaid in full on the Closing Date pursuant to the terms of the Payoff Letter finalized on July 19, 2022. The total payoff amount, inclusive of outstanding principal, accrued interest, and prepayment premium, is approximately $627,916,667, as detailed in the Funds Flow Memorandum.
2.6 Other Participants
Financial Advisor:
Meridian Strauss Advisory LLC 350 Park Avenue, 18th Floor New York, NY 10022
Elise Cavanaugh — Managing Director Tel: (212) 555-8300
Email: ecavanaugh@meridianstrauss.com
Auditor:
Clearmont & Wharton LLP 1185 Avenue of the Americas, 40th Floor New York, NY 10036
Ronald Ashby, CPA — Engagement Partner Tel: (212) 555-5500
Email: rashby@clearmontwharton.com
Title Insurer:
Continental Fidelity Title Company 1221 Brickell Avenue, Suite 900 Miami, FL 33131
Contact: Patricia Reeves, Vice President, National Commercial Services Tel: (305) 555-2200
Email: preeves@continentalfidelity.com
Indenture Trustee (Existing Unsecured Notes):
Atlantic Standard Trust Company 101 Park Avenue, 12th Floor New York, NY 10178
Contact: David Linscott, Vice President, Corporate Trust Tel: (212) 555-9000
The Indenture Trustee has been notified of the refinancing transaction as required under Section 4.08 of the Indenture dated September 15, 2020, governing VHG's 5.750% Senior Unsecured Notes due 2027 (outstanding principal: $300,000,000). No consent of the Indenture Trustee or the holders of the Unsecured Notes is required in connection with the transactions contemplated by the Credit Agreement.
Section 3: Sequence of Closing Events
The following sets forth the detailed, step-by-step sequence of events for the closing of the Facility. All times are Eastern Time. The Closing Coordinator (Sophie Tremblay, Calderwood & Harkness LLP) will confirm the completion of each step in real time via email to the distribution list of all parties and their counsel.
Pre-Closing Steps (Prior to July 21, 2022)
Step 1 — Circulation of Final Execution Documents (Completed July 18, 2022).
Confirmation that the final execution version of the Credit Agreement and all ancillary documents listed in this Closing Agenda have been agreed upon by all parties and circulated to the respective signing officers and authorized signatories. Calderwood & Harkness LLP circulated the execution versions of all documents via its secure document portal on July 18, 2022 at 4:15 PM ET, and Whitfield Gage & Partridge LLP confirmed on behalf of the Administrative Agent that no further changes were required.
Step 2 — Closing Checklist Confirmation (Updated Through July 20, 2022).
Circulation of the updated closing checklist confirming the status of all conditions precedent to the initial borrowing under the Credit Agreement. The checklist, maintained by Calderwood & Harkness LLP and reviewed by Whitfield Gage & Partridge LLP, was updated and distributed to all parties through July 20, 2022 at 6:00 PM ET. As of such date, all conditions precedent were confirmed as either satisfied or expected to be satisfied on or prior to the Closing Date, with the sole exception of the post-closing deliverables described in Section 5 below.
Step 3 — Delivery of Funds Flow Memorandum (Circulated July 20, 2022).
Delivery of the Funds Flow Memorandum to all parties, setting forth in detail the sources and uses of funds on the Closing Date. The Funds Flow Memorandum was prepared by Calderwood & Harkness LLP, approved by VHG (Renata Haines and Glenn Fischbach) and the Administrative Agent (Ted Marchetti), and circulated on July 20, 2022 at 3:00 PM ET. The sources and uses are summarized as follows:
Sources:
$700,000,000 — Gross proceeds of the Term Loan B Facility Less: ($7,000,000) — Original Issue discount (1.00% OID) $693,000,000 — Net funding from Lenders
Uses:
$627,916,667 — Greystone payoff (principal: $621,875,000; accrued interest: approximately $2,916,667; prepayment premium: $3,125,000 (0.50% of $625,000,000)) $3,500,000 — Arrangement fee payable to Crescent Harbor Bank, N.A. $1,400,000 — Advisory fee payable to Meridian Strauss Advisory LLC Approximately $3,200,000 — Legal and closing costs (allocated among Calderwood & Harkness LLP, Whitfield Gage & Partridge LLP, Continental Fidelity Title Company, and other service providers) Approximately $60,483,333 — Net proceeds to VHG (credited to VHG's operating account at Crescent Harbor Bank, N.A., for use in permitted acquisitions and general corporate purposes)
Totals of sources and uses balance at $693,000,000 (net).
Step 4 — Confirmation of Wire Transfer Instructions (Per Payoff Letter Finalized July 19, 2022).
Confirmation of the wire transfer instructions for the payoff to Greystone Federal Credit Corp. The Payoff Letter was finalized by Greystone (Marion Stillwell) on July 19, 2022 and delivered to Calderwood & Harkness LLP and VHG. The Payoff Letter sets forth the precise payoff amount of $627,916,667 (based on a per diem interest accrual of approximately $148,411 through and including July 21, 2022), the ABA routing number, account number, beneficiary name, and reference information for the payoff wire. Wire instructions for each payee under the Funds Flow Memorandum were confirmed by the respective recipients and included as exhibits to the Funds Flow Memorandum.
Step 5 — Confirmation of Lender Accession Agreements (Completed Prior to July 21, 2022).
Final confirmation that all Lender accession agreements have been duly executed and delivered to the Administrative Agent. Seven syndicate Lenders, together with Crescent Harbor Bank, N.A. in its capacity as a Lender, have executed and delivered their respective Lender Accession Agreements, confirming their commitments totaling $700,000,000 in the aggregate. Copies of all executed Lender Accession Agreements are maintained in the files of the Administrative Agent and Whitfield Gage & Partridge LLP.
Closing Day Steps — July 21, 2022
Step 6 — Pre-Closing Call (9:00 AM ET).
Pre-closing conference call among Calderwood & Harkness LLP (Sophie Tremblay, Daniel Obi), Whitfield Gage & Partridge LLP (Megan Yeung), VHG (Priya Narayanan, Glenn Fischbach), and Crescent Harbor Bank, N.A. (Ted Marchetti, Anika Holm) to confirm the satisfaction of all conditions precedent to funding, the readiness of all parties to proceed with the closing, and the anticipated timing for each subsequent step. During this call, Calderwood & Harkness LLP and Whitfield Gage & Partridge LLP will confirm receipt of all executed signature pages and closing deliverables, or identify any outstanding items requiring immediate attention prior to the exchange of signatures.
Step 7 — Delivery and Exchange of Executed Signature Pages (9:30 AM ET).
Delivery and exchange of executed signature pages (in PDF via email, with originals to follow) for the following principal transaction documents:
(a) Credit Agreement — Execution Version, among the Borrower, the Administrative Agent, the Collateral Agent, and the Lenders;
(b) Guarantee Agreement — Execution Version, among the Guarantors and the Administrative Agent;
(c) Pledge and Security Agreement — Execution Version, among the Borrower, the Guarantors, and the Collateral Agent;
(d) Amended and Restated Intercreditor Agreement, among Crescent Harbor Bank, N.A. in its capacities as Administrative Agent under the Term Loan B Credit Agreement and as Administrative Agent under the $400,000,000 Revolving Credit Facility, acknowledged by VHG;
(e) Promissory Notes (Term Loan Notes) for each Lender that has requested a promissory note evidencing its Term Loan, executed by the Borrower;
(f) Borrowing Request — Initial Drawdown, executed by the Treasurer of VHG, requesting the full drawdown of $700,000,000 on the Closing Date; and
(g) Administrative Agent Notice Designations, identifying the notice addresses and wire instructions for each Lender.
Calderwood & Harkness LLP will collect all Borrower and Guarantor signature pages and release them to Whitfield Gage & Partridge LLP upon confirmation that all Lender and Administrative Agent signature pages have been received. Whitfield Gage & Partridge LLP will collect all Administrative Agent and Lender signature pages and release them to Calderwood & Harkness LLP upon mutual confirmation of completeness.
Step 8 — Delivery of Closing Certificates and Ancillary Documents (10:00 AM ET).
Delivery of the following closing certificates and ancillary documents:
(a) Omnibus Secretary's Certificate — executed by Priya Narayanan, Corporate Secretary of Verimark Hospitality Group Inc., certifying as to the organizational documents, board and member resolutions, and incumbency of authorized officers of VHG and each Guarantor subsidiary;
(b) Incumbency Certificate — executed by Priya Narayanan, certifying the names, titles, and specimen signatures of the authorized signing officers of VHG: Marcus Delvecchio (CEO), Renata Haines (CFO), Priya Narayanan (General Counsel & Corporate Secretary), and Glenn Fischbach (Treasurer);
(c) Officer's Closing Certificate — executed jointly by Renata Haines and Priya Narayanan, certifying that (i) the representations and warranties of the Borrower set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, where qualified by materiality, in all respects) as of the Closing Date, (ii) no Event of Default or Default has occurred and is continuing, (iii) no Material Adverse Change has occurred since December 31, 2021, and (iv) all conditions precedent to the initial borrowing have been satisfied;
(d) Solvency Certificate — executed by Renata Haines, certifying that VHG and its subsidiaries on a consolidated basis, after giving effect to the incurrence of the $700,000,000 Term Loan B and the repayment of the Existing Facility, are solvent within the meaning of applicable law;
(e) Compliance Certificate — Initial Delivery — executed by Renata Haines, certifying pro forma compliance with the maximum Total Net Leverage Ratio financial covenant, reflecting a pro forma Total Net Leverage Ratio of 2.52x (net debt of $858,000,000 divided by LTM Adjusted EBITDA of $341,000,000) against the maximum permitted ratio of 4.5x;
(f) Perfection Certificate — executed by an authorized officer of VHG, identifying the legal names, prior names, EINs, jurisdictions of organization, chief executive offices, locations of tangible assets, deposit accounts, securities accounts, intellectual property registrations, and commercial tort claims of VHG and each Guarantor;
(g) Opinion Backup Certificate — executed by Priya Narayanan, providing factual representations to be relied upon by Calderwood & Harkness LLP in delivering the Borrower's Counsel Opinion and the Enforceability Opinion; and
(h) Certificates of Good Standing — Certificates of Good Standing (or equivalent certificates) from the Delaware Secretary of State and the Florida Department of State for VHG and each Guarantor, in each case dated within thirty (30) days of the Closing Date.
Step 9 — Delivery of Legal Opinions (10:15 AM ET).
Delivery of the following legal opinions, addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, and Lead Arranger, and to each of the Lenders:
(a) Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel Opinion), opining as to, among other things, the due organization and valid existence of the Borrower and each Guarantor, the due authorization, execution, delivery, and enforceability of the Credit Agreement and the other Loan Documents, the creation and perfection (upon filing of UCC-1 financing statements) of the security interests granted under the Pledge and Security Agreement, and the absence of conflicts with the Borrower's organizational documents, material agreements, and applicable law; and
(b) Enforceability Opinion — New York Law (Calderwood & Harkness LLP), opining as to the enforceability of the Credit Agreement and the other Loan Documents governed by New York law, subject to customary assumptions, qualifications, and exceptions (including the effect of bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and the application of general principles of equity).
Step 10 — Delivery of UCC Filings and Lien-Related Items (10:30 AM ET).
Delivery and confirmation of the following UCC filings and lien-related items:
(a) UCC-1 Financing Statements — Filed with the Delaware Secretary of State naming VHG, Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp. as debtors, and Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party, covering all assets of such debtors;
(b) UCC-1 Financing Statement — Filed with the Florida Secured Transaction Registry naming Palmetto Beachfront Hotels LLC as debtor and Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party, covering all assets of Palmetto;
(c) IP Security Agreement Filing Confirmations — Confirmations of filings with the United States Patent and Trademark Office (USPTO) and the United States Copyright Office, as applicable, evidencing the security interests in the registered intellectual property of VHG and the Guarantors; and
(d) Lien Search Summary and Analysis — Prepared by Calderwood & Harkness LLP and dated July 15, 2022, summarizing the results of UCC, tax lien, judgment lien, and litigation searches conducted in the jurisdictions of organization and chief executive offices of VHG and each Guarantor, confirming no adverse liens other than the existing Greystone liens (which will be released and terminated at closing).
Step 11 — Confirmation of Insurance Compliance (10:45 AM ET).
Confirmation of insurance compliance based on the Insurance Certificate Review Memorandum dated July 19, 2022, prepared by Calderwood & Harkness LLP:
(a) Confirmation that Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent) has been named as additional insured and loss payee (as its interests may appear) under the property and casualty insurance policies and general liability insurance policies maintained by VHG and its subsidiaries covering all seventy-four (74) hotel properties owned or operated by VHG and its subsidiaries; and
(b) Confirmation that the types and amounts of insurance coverage maintained by VHG and its subsidiaries satisfy the requirements of Section 6.07 of the Credit Agreement.
Step 12 — Confirmation of Satisfaction of Conditions Precedent (11:00 AM ET).
Confirmation by Calderwood & Harkness LLP and Whitfield Gage & Partridge LLP that all conditions precedent to the initial funding under Section 4.01 of the Credit Agreement have been satisfied or waived. This confirmation shall be communicated by email from Sophie Tremblay (Calderwood & Harkness) and Megan Yeung (Whitfield Gage & Partridge) to the distribution list of all parties and their respective counsel.
Step 13 — Issuance of Funding Notice (11:15 AM ET).
The Administrative Agent (Crescent Harbor Bank, N.A.) issues a funding notice (the "Funding Notice") to all Lenders directing the disbursement of $693,000,000 (net of the 1.00% OID of $7,000,000) on July 21, 2022. The initial borrowing will bear interest at the Adjusted Term SOFR rate, based on a one-month interest period, calculated as CME Term SOFR plus a credit spread adjustment of 0.10% plus the applicable margin of 375 basis points. The Funding Notice will specify the wire instructions for the Administrative Agent's funding account at Crescent Harbor Bank, N.A.
Step 14 — Receipt of Lender Funds (12:00 PM – 2:00 PM ET).
Receipt of funds by Crescent Harbor Bank, N.A. from each Lender, in accordance with each Lender's respective commitment (net of the applicable portion of the 1.00% OID), as follows:
The Closing Coordinator will confirm receipt of funds from each Lender in real time as wires are received by the Administrative Agent.
Step 15 — Disbursement of Funds Per Funds Flow Memorandum (2:00 PM ET).
Upon confirmation that all Lender funds have been received, the Administrative Agent will disburse funds in accordance with the Funds Flow Memorandum, as follows:
(a) Wire transfer of $627,916,667 to Greystone Federal Credit Corp. in full satisfaction of all outstanding obligations under the Existing Facility, comprising: (i) $621,875,000 in outstanding principal, (ii) approximately $2,916,667 in accrued and unpaid interest through and including July 21, 2022, and (iii) $3,125,000 in prepayment premium (calculated as 0.50% of the original $625,000,000 commitment);
(b) Wire transfer of $3,500,000 in arrangement fees to Crescent Harbor Bank, N.A. (calculated as 0.50% of the $700,000,000 Facility);
(c) Wire transfer of $1,400,000 in advisory fees to Meridian Strauss Advisory LLC (calculated as 0.20% of the $700,000,000 Facility);
(d) Wire transfers aggregating approximately $3,200,000 in legal and closing costs, allocated among Calderwood & Harkness LLP, Whitfield Gage & Partridge LLP, Continental Fidelity Title Company, and other service providers in accordance with the fee allocation schedule set forth in the Funds Flow Memorandum; and
(e) Credit of the remaining net proceeds of approximately $60,483,333 to VHG's operating account at Crescent Harbor Bank, N.A. (Account No. ending in -4782), for use by VHG in permitted acquisitions and general corporate purposes.
Step 16 — Payoff Confirmation Call (2:30 PM ET).
Confirmation call with Greystone Federal Credit Corp. (Marion Stillwell, Vice President, Agency Services) confirming receipt of the payoff funds in the amount of $627,916,667 and authorization by Greystone to proceed with the filing of lien releases and UCC-3 termination statements.
Step 17 — Filing of UCC-3 Termination Statements (3:00 PM ET).
Filing of UCC-3 termination statements with the Delaware Secretary of State and applicable state offices to terminate all existing UCC-1 financing statements naming Greystone Federal Credit Corp. (or its designee) as secured party with respect to VHG and the Guarantors. Calderwood & Harkness LLP will coordinate the filing of such termination statements promptly upon receipt of confirmation from Greystone.
Step 18 — Delivery of Greystone Lien Release Documentation (3:00 PM ET).
Delivery by Greystone Federal Credit Corp. of the following:
(a) Lien Release and Termination Authorization, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, authorizing the termination and release of all liens and security interests granted by VHG and the Guarantors in favor of Greystone in connection with the Existing Facility; and
(b) Confirmation that all obligations under the Payoff Letter have been satisfied in full and that Greystone has no further claims against VHG or any Guarantor in connection with the Existing Facility.
Step 19 — Closing Declared Effective (3:30 PM ET).
Calderwood & Harkness LLP and Whitfield Gage & Partridge LLP confirm to all parties that the closing is complete. The closing is declared effective as of July 21, 2022, 3:30 PM ET. The Closing Coordinator will distribute a closing confirmation email to all parties and their respective counsel.
Step 20 — Execution and Delivery of Post-Closing Letter Agreement.
Execution and delivery of the Post-Closing Letter Agreement by VHG and the Administrative Agent, specifying the post-closing deliverables that remain outstanding as of the Closing Date. As described in Section 5 below, the Post-Closing Letter Agreement requires VHG to deliver mortgages, deeds of trust, mortgagee title insurance policies, updated ALTA surveys, flood certifications, and related documentation for forty-two (42) hotel properties located in twelve (12) states, in each case no later than August 5, 2022. Failure to timely deliver the post-closing items shall constitute an Event of Default under Section 8.01(f) of the Credit Agreement, subject to a fifteen (15) day cure period.
Section 4: Conditions Precedent Checklist — Summary Confirmation
The following table summarizes the conditions precedent to the initial borrowing under Section 4.01 of the Credit Agreement and confirms the satisfaction of each such condition precedent as of the Closing Date. All items have been reviewed and confirmed by Calderwood & Harkness LLP (as Borrower's Counsel) and Whitfield Gage & Partridge LLP (as Agent's Counsel).
All conditions precedent have been satisfied as of the Closing Date. No conditions precedent have been waived.
Section 5: Post-Closing Deliverables Summary
The following post-closing deliverables are required to be delivered by VHG to the Administrative Agent and the Collateral Agent pursuant to the Post-Closing Letter Agreement executed on the Closing Date. The deadline for delivery of all post-closing items is August 5, 2022.
Mortgages and Deeds of Trust. VHG and the applicable Guarantor subsidiaries are required to execute and deliver mortgages and/or deeds of trust (as applicable under the law of the relevant jurisdiction) in favor of the Collateral Agent, granting a first-priority lien on the following forty-two (42) hotel properties located in twelve (12) states:
Mortgagee Title Insurance Policies. Mortgagee title insurance policies and endorsements to be issued by Continental Fidelity Title Company for each of the forty-two (42) mortgaged properties, in form and substance satisfactory to the Collateral Agent, insuring the first-priority lien of the mortgages in amounts to be determined based on the appraised values of the respective properties.
Updated ALTA Surveys. Updated ALTA/NSPS surveys for each of the forty-two (42) mortgaged properties, certified to the Collateral Agent and the title insurer, reflecting no encroachments, boundary disputes, or other survey defects that would constitute a material adverse condition.
Flood Certifications. Standard flood hazard determination forms for each of the forty-two (42) mortgaged properties, together with evidence of flood insurance in compliance with the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as amended, where any such property is located in a Special Flood Hazard Area.
Recording Confirmation Letters. Recording confirmation letters from local counsel or the applicable county recorder's office for each county in which a mortgage is to be recorded, confirming the recording of the mortgage and the payment of all applicable recording fees and documentary stamp taxes.
Post-Closing Reference. All post-closing deliverables are described in detail in the Post-Closing Letter Agreement executed on July 21, 2022 (Tab M of the Signature Pages Package). Upon completion of all post-closing deliverables, VHG shall deliver a Post-Closing Completion Certificate to the Administrative Agent confirming that all items have been delivered and all filings and recordings have been completed. The target date for delivery of the Post-Closing Completion Certificate is August 5, 2022.
PART II — SIGNATURE PAGES PACKAGE
Section 6: Index of Executed Signature Pages
The following table provides an index of all executed signature pages compiled in this Closing Agenda and Signature Pages Package, organized by tab designation, with cross-references to the applicable executing parties:
All signature pages were delivered in PDF format via email on July 21, 2022 and are compiled herein in the order set forth above. Original wet-ink signature pages will be sent by overnight courier and incorporated into the final closing binder upon receipt.
Section 7: Tab A — Credit Agreement Signature Pages
7.1 Borrower Signature Page
The following constitutes the signature page of the Borrower to the Credit Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent, Collateral Agent, Lead Arranger and Bookrunner, and the Lenders party thereto.
VERIMARK HOSPITALITY GROUP INC., a Delaware corporation
By: ________
Name: Renata Haines
Title: Chief Financial Officer
Date: July 21, 2022
[Signature Page to Credit Agreement — Borrower]
7.2 Administrative Agent and Collateral Agent Signature Page
The following constitutes the signature page of the Administrative Agent and the Collateral Agent to the Credit Agreement dated as of July 21, 2022.
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent
By: ________
Name: Theodore Marchetti
Title: Managing Director
Date: July 21, 2022
[Signature Page to Credit Agreement — Administrative Agent and Collateral Agent]
7.3 Lender Signature Pages
The following constitutes the signature page of each Lender to the Credit Agreement dated as of July 21, 2022. Each Lender confirms its commitment as set forth opposite its name below and on Schedule 2.01 to the Credit Agreement.
Crescent Harbor Bank, N.A. (as Lender) Commitment: $50,000,000
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, as a Lender
By: ________
Name: Theodore Marchetti
Title: Managing Director
Date: July 21, 2022
[Signature Page to Credit Agreement — Crescent Harbor Bank, N.A. (Lender)]
Ridgeline Capital Partners, LP Commitment: $125,000,000