NOTICE DESIGNATIONS
Pursuant to the Credit Agreement (as defined below)
$700,000,000 Senior Secured Term Loan B
CUSIP: 92347LAB8 Crescent Harbor Internal Loan Number: CHB-LF-2022-07814
Dated as of July 21, 2022
These Notice Designations (these "Notice Designations") are delivered pursuant to Section 10.02 of that certain Credit Agreement dated as of July 21, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto from time to time, Crescent Harbor Bank, National Association, in its capacity as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent"), and the several financial institutions and other entities from time to time party thereto as Lenders.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. All notices, requests, demands, consents, directions, waivers, and other communications required or permitted under the Credit Agreement or any other Loan Document shall be delivered to the applicable party at the addresses, facsimile numbers, and email addresses set forth below (or to such other address, facsimile number, or email address as may be designated in writing by the applicable party in accordance with Section 10.02 of the Credit Agreement and Section 6 of these Notice Designations). The notice information set forth herein supersedes any prior notice designations delivered to the Administrative Agent and shall remain in effect until amended, supplemented, or replaced in accordance with the terms hereof and of the Credit Agreement.
Section 1: Administrative Agent and Collateral Agent
Crescent Harbor Bank, National Association In its capacity as Administrative Agent and Collateral Agent
Mailing Address:
Crescent Harbor Bank, National Association Agency Operations — Leveraged Finance Division 600 Lexington Avenue, 34th Floor New York, NY 10022
Primary Contact (Agency Operations):
Attention: Theodore "Ted" Marchetti, Managing Director, Leveraged Finance
Telephone: (212) 554-7800 Facsimile: (212) 554-7899
Email: ted.marchetti@crescentharbor.com
Secondary Contact (Syndication / Secondary Trading):
Attention: Anika Holm, Director, Loan Syndications
Telephone: (212) 554-7823 Facsimile: (212) 554-7899
Email: anika.holm@crescentharbor.com
Wire Transfer / Payment Instructions:
All payments of principal, interest, fees, and other amounts owing to the Administrative Agent under or in respect of the Credit Agreement or any other Loan Document shall be made in immediately available funds in Dollars by wire transfer to the following account:
Bank Name: Crescent Harbor Bank, National Association ABA Routing Number: 021-084-316 Account Name: CHB Agency Services — Leveraged Finance Collections Account Number: 8827-4401-7063 Reference: Loan No. CHB-LF-2022-07814; CUSIP 92347LAB8; Verimark Hospitality Group Inc. SWIFT Code (for international transfers): CHBKUS33
All wire transfers must include the reference line set forth above. Failure to include the required reference information may result in delayed or misapplied payments. The Borrower and each Lender are solely responsible for ensuring that their wire transfer instructions are accurately entered and that funds are transmitted in a timely manner.
Section 2: Borrower
Verimark Hospitality Group Inc. In its capacity as Borrower
Mailing Address:
Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433
Primary Contact:
Attention: Glenn Fischbach, Treasurer
Telephone: (561) 982-4400 Facsimile: (561) 982-4499
Email: gfischbach@verimarkhospitality.com
Copy to:
Attention: Priya Narayanan, General Counsel & Corporate Secretary
Telephone: (561) 982-4410 Facsimile: (561) 982-4499
Email: pnarayanan@verimarkhospitality.com
Additional Copy to:
Attention: Renata Haines, Chief Financial Officer
Telephone: (561) 982-4405 Facsimile: (561) 982-4499
Email: rhaines@verimarkhospitality.com
Borrower Entity Information:
Employer Identification Number (EIN): 82-3741956 NYSE Ticker Symbol: VMRK State of Incorporation: Delaware Delaware Secretary of State File Number: 7291843 Registered Agent in Delaware: National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801 Fiscal Year End: December 31
With a copy (which shall not constitute notice) to Borrower's Counsel:
Calderwood & Harkness LLP
Mailing Address:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Primary Contact:
Attention: Ian Blackwood, Partner, Banking & Finance
Telephone: (212) 819-6200 Facsimile: (212) 819-6399
Email: iblackwood@calderwoodharkness.com
Copy to:
Attention: Sophie Tremblay, Associate, Banking & Finance
Telephone: (212) 819-6247 Facsimile: (212) 819-6399
Email: stremblay@calderwoodharkness.com
Engagement Number: 1016-00009
All correspondence directed to Calderwood & Harkness LLP should reference the above engagement number.
Section 3: Lenders
The following sets forth the notice designations for each Lender under the Credit Agreement as of the date hereof. Commitment amounts reflect each Lender's initial Term Loan B Commitment as set forth in Schedule 2.01 to the Credit Agreement.
3.1 Crescent Harbor Bank, National Association
(In its capacity as a Lender)
Term Loan B Commitment Amount: $50,000,000
Mailing Address:
Crescent Harbor Bank, National Association Leveraged Finance Division 600 Lexington Avenue, 34th Floor New York, NY 10022
Contact:
Attention: Theodore "Ted" Marchetti, Managing Director, Leveraged Finance
Telephone: (212) 554-7800 Facsimile: (212) 554-7899
Email: ted.marchetti@crescentharbor.com
3.2 Ridgeline Capital Partners, LP
Term Loan B Commitment Amount: $125,000,000
Entity Type: Limited Partnership organized under the laws of the State of Delaware
Mailing Address:
Ridgeline Capital Partners, LP 425 Park Avenue, 19th Floor New York, NY 10022
Contact:
Attention: Jerome Alston, Portfolio Manager
Telephone: (212) 703-5510 Facsimile: (212) 703-5599
Email: jalston@ridgelinecap.com
3.3 Beacon Atlantic Credit Fund III
Term Loan B Commitment Amount: $100,000,000
Entity Type: Exempted Limited Partnership organized under the laws of the Cayman Islands
Mailing Address:
Beacon Atlantic Credit Fund III c/o Beacon Atlantic Capital Management LLC 1251 Avenue of the Americas, 42nd Floor New York, NY 10020
Contact:
Attention: Lina Marchenko, Senior Analyst
Telephone: (212) 486-3300 Facsimile: (212) 486-3399
Email: lmarchenko@beaconatlantic.com
3.4 Tidewater Institutional Investors, Inc.
Term Loan B Commitment Amount: $75,000,000
Entity Type: Corporation organized under the laws of the State of Connecticut
Mailing Address:
Tidewater Institutional Investors, Inc. 200 Elm Street, Suite 700 Stamford, CT 06902
Contact:
Attention: Douglas Nettles, Head of Private Credit
Telephone: (203) 324-8800 Facsimile: (203) 324-8899
Email: dnettles@tidewaterinstitutional.com
3.5 Ironbridge Loan Management LLC
Term Loan B Commitment Amount: $100,000,000
Entity Type: Limited Liability Company organized under the laws of the State of Delaware
Mailing Address:
Ironbridge Loan Management LLC 55 East 52nd Street, 30th Floor New York, NY 10055
Contact:
Attention: Catherine Volpe, Managing Director
Telephone: (212) 610-4400 Facsimile: (212) 610-4499
Email: cvolpe@ironbridgelm.com
3.6 Northway Savings Bank
Term Loan B Commitment Amount: $75,000,000
Entity Type: State-chartered savings bank organized under the laws of the Commonwealth of Massachusetts
Mailing Address:
Northway Savings Bank Commercial Lending Division 75 Federal Street, 10th Floor Boston, MA 02110
Contact:
Attention: Brian Kowalski, SVP, Commercial Lending
Telephone: (617) 439-2200 Facsimile: (617) 439-2299
Email: bkowalski@northwaysavings.com
3.7 Copperleaf Asset Management, LP
Term Loan B Commitment Amount: $100,000,000
Entity Type: Limited Partnership organized under the laws of the State of Delaware
Mailing Address:
Copperleaf Asset Management, LP Two Greenwich Plaza, 4th Floor Greenwich, CT 06830
Contact:
Attention: Samara Patel, Partner
Telephone: (203) 861-5500 Facsimile: (203) 861-5599
Email: spatel@copperleafam.com
3.8 Harborview Mutual Life Insurance Company
Term Loan B Commitment Amount: $75,000,000
Entity Type: Mutual insurance company organized under the laws of the State of New York
Mailing Address:
Harborview Mutual Life Insurance Company Private Placements — Fixed Income Division 330 Madison Avenue, 25th Floor New York, NY 10017
Contact:
Attention: Franklin Yee, Chief Investment Officer
Telephone: (212) 922-7700 Facsimile: (212) 922-7799
Email: fyee@harborviewmutual.com
Aggregate Commitments Confirmation
The aggregate Term Loan B Commitments of all Lenders listed in this Section 3 are set forth below:
The foregoing commitment amounts are consistent with Schedule 2.01 of the Credit Agreement as in effect on the date hereof. To the extent any Lender's commitment is subsequently increased, decreased, or assigned in whole or in part in accordance with Section 10.07 of the Credit Agreement, the Administrative Agent shall update these Notice Designations accordingly.
Section 4: Agent's Counsel
Whitfield Gage & Partridge LLP
Mailing Address:
Whitfield Gage & Partridge LLP 383 Madison Avenue, 28th Floor New York, NY 10179
Primary Contact:
Attention: Harrison Whitfield III, Partner, Banking & Credit
Telephone: (212) 372-1100 Facsimile: (212) 372-1199
Email: hwhitfield@whitfieldgage.com
Copy to:
Attention: Megan Yeung, Associate, Banking & Credit
Telephone: (212) 372-1147 Facsimile: (212) 372-1199
Email: myeung@whitfieldgage.com
Notices to the Administrative Agent's counsel shall be provided as required under the Credit Agreement in connection with amendments, waivers, enforcement actions, and other matters for which the Administrative Agent has engaged Whitfield Gage & Partridge LLP. Delivery of notices to Agent's counsel shall not constitute delivery to the Administrative Agent and is supplementary to (and not in lieu of) delivery to the Administrative Agent at the address set forth in Section 1 above.
Section 5: Other Notice Parties
The following parties are not parties to the Credit Agreement and do not have any rights or obligations thereunder. Notice designations for such parties are provided for informational and administrative convenience only, as applicable.
5.1 Borrower's Financial Advisor
Meridian Strauss Advisory LLC
Mailing Address:
Meridian Strauss Advisory LLC 299 Park Avenue, 16th Floor New York, NY 10171
Contact:
Attention: Elise Cavanaugh, Managing Director
Telephone: (212) 508-3600
Email: ecavanaugh@meridianstrauss.com
Note: Meridian Strauss Advisory LLC is listed herein for purposes of receiving informational copies of notices as the Borrower may direct from time to time. Meridian Strauss Advisory LLC is not a party to the Credit Agreement and shall not be deemed to have received notice under any Loan Document by virtue of delivery of any communication to the address set forth above.
5.2 Borrower's Independent Auditor
Clearmont & Wharton LLP (For purposes of financial reporting communications as directed by the Borrower)
Mailing Address:
Clearmont & Wharton LLP 100 SE 2nd Street, Suite 3200 Miami, FL 33131
Contact:
Attention: Ronald Ashby, CPA, Engagement Partner
Telephone: (305) 374-9200
Email: rashby@clearmontwharton.com
Note: Clearmont & Wharton LLP is listed herein solely for informational purposes in connection with financial reporting and audit-related communications as directed by the Borrower. Clearmont & Wharton LLP is not a party to the Credit Agreement and inclusion herein does not establish or imply any obligation on the part of the Administrative Agent, the Collateral Agent, or any Lender to deliver notices or communications directly to such firm.
5.3 Title Insurer
Continental Fidelity Title Company (For post-closing mortgage and real property notices)
Mailing Address:
Continental Fidelity Title Company 1221 Brickell Avenue, Suite 900 Miami, FL 33131
Contact:
Attention: National Commercial Title Services
Telephone: (305) 579-4100
Email: commercial@continentalfidelity.com
Note: Continental Fidelity Title Company is listed herein for purposes of post-closing mortgage, title insurance, and real property-related correspondence only. Continental Fidelity Title Company is not a party to the Credit Agreement, and no notices required or permitted under the Credit Agreement shall be deemed delivered to any party thereto by reason of delivery to Continental Fidelity Title Company.
Section 6: General Provisions Regarding Notices
6.1 Form and Delivery of Notices. All notices, requests, demands, consents, directions, waivers, and other communications required or permitted to be given under the Credit Agreement or any other Loan Document (collectively, "Notices") shall be in writing and shall be delivered by one or more of the following methods: (a) personal delivery (including delivery by a nationally recognized overnight courier service such as FedEx, Halcyon Partners LLC, or Tarrant & Co.); (b) facsimile transmission (with written confirmation of receipt by the recipient); or (c) electronic mail (with a PDF or other electronically reproducible attachment containing the text of such Notice), in each case in accordance with the provisions of Section 10.02 of the Credit Agreement.
6.2 Effectiveness of Notices. Notices shall be deemed effective as follows:
(a) if delivered by personal delivery or overnight courier, upon actual receipt by the intended recipient at the address specified in these Notice Designations (or such other address as may be designated in accordance with Section 6.4 below);
(b) if delivered by facsimile, upon confirmed transmission to the facsimile number specified in these Notice Designations (or such other facsimile number as may be designated in accordance with Section 6.4 below), as evidenced by a transmission confirmation report generated by the sender's facsimile machine; and
(c) if delivered by electronic mail, upon transmission to the email address specified in these Notice Designations (or such other email address as may be designated in accordance with Section 6.4 below), provided that no automated "bounce-back," "undeliverable," or similar failure notification is received by the sender within two (2) hours of such transmission;
provided, however, that in each case, if such Notice is delivered or transmitted after 5:00 p.m. (New York City time) on any Business Day, or on any day that is not a Business Day, such Notice shall be deemed effective on the next succeeding Business Day. Nothing in this Section 6.2 shall limit the ability of any party to deliver a Notice by any other method permitted under Section 10.02 of the Credit Agreement.
6.3 Notices to Multiple Contacts. Where these Notice Designations specify more than one contact person for a party (e.g., primary contact and copy contacts), delivery of a Notice to the primary contact at the address, facsimile number, or email address specified herein shall constitute effective delivery of such Notice to such party, and failure to deliver a copy to any additional contact person shall not affect the validity or effectiveness of such Notice. Notwithstanding the foregoing, each party delivering a Notice is encouraged to deliver copies to all designated contact persons for the recipient party in order to facilitate efficient communication.
6.4 Changes to Notice Designations. Each party hereto (or, in the case of a Lender, such Lender acting through the Administrative Agent) shall have the right to change its designated address, facsimile number, email address, or contact person(s) set forth in these Notice Designations by delivering written notice of such change to the Administrative Agent and the Borrower (and, in the case of a change by the Administrative Agent, to each Lender) not less than five (5) Business Days prior to the effectiveness of such change. No such change shall be effective until the earlier of (i) actual receipt by the Administrative Agent (or, in the case of a change by the Administrative Agent, by the Borrower and the Lenders) of such written notice and (ii) the expiration of such five (5) Business Day period following delivery of such written notice in accordance with this Section 6.
6.5 Register of Notice Designations. The Administrative Agent shall maintain at its office at 600 Lexington Avenue, 34th Floor, New York, NY 10022 (or at such other office as it may designate from time to time) a register of the notice designations of the Borrower, each Guarantor, each Lender, and each other party entitled to receive Notices under the Credit Agreement or any other Loan Document (the "Notice Register"). The Administrative Agent shall make the Notice Register available for inspection by the Borrower and any Lender during normal business hours and upon reasonable prior notice. Neither the Administrative Agent nor any of its affiliates, directors, officers, employees, agents, or advisors shall be liable for any failure or delay in updating the Notice Register, except to the extent such failure or delay constitutes willful misconduct or gross negligence.
6.6 Amendments to Reflect Lender Changes. These Notice Designations may be amended or supplemented from time to time by the Administrative Agent, without the consent of any other party, to reflect changes in Lender composition resulting from (a) assignments and assumptions effected in accordance with Section 10.07 of the Credit Agreement and documented pursuant to a duly executed Assignment and Assumption Agreement (substantially in the form of Exhibit C to the Credit Agreement, which is based on the LSTA standard form for par/near-par term loan trade confirmations), (b) participations granted pursuant to Section 10.07(e) of the Credit Agreement (to the extent that the participant is entitled to receive Notices directly), or (c) any other transfer permitted by the Credit Agreement. The Administrative Agent shall use commercially reasonable efforts to distribute updated Notice Designations to the Borrower and each Lender promptly following any such amendment or supplement.
6.7 Governing Law. These Notice Designations and any dispute, claim, or controversy arising out of or relating to these Notice Designations shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of another jurisdiction, consistent with Section 10.15 of the Credit Agreement.
6.8 Conflict with Credit Agreement. In the event of any conflict or inconsistency between the terms of these Notice Designations and the terms of the Credit Agreement, the terms of the Credit Agreement shall control.
Acknowledgment and Agreement
The undersigned hereby acknowledge and agree that the foregoing Notice Designations are true, correct, and complete as of the date first set forth above, and that all Notices delivered in accordance with these Notice Designations shall be deemed to satisfy the notice requirements of the Credit Agreement and the other Loan Documents, subject in all respects to the terms and conditions thereof.
No Lender signature is required hereon. Each Lender listed in Section 3 above has confirmed its notice designations in connection with the execution and delivery of its respective Lender Accession Agreement or Lender Joinder Agreement in connection with the closing of the Credit Agreement on July 21, 2022. Each Lender's notice designations shall be deemed updated upon the effectiveness of any subsequent Assignment and Assumption Agreement in which such Lender is the assignor or assignee, as applicable.
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent
By: ________
Name: Theodore "Ted" Marchetti
Title: Managing Director, Leveraged Finance
Date: ________
VERIMARK HOSPITALITY GROUP INC., as Borrower
By: ________
Name: Glenn Fischbach
Title: Treasurer
Date: ________