VERIMARK HOSPITALITY GROUP INC. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129
June 25, 2024
Greystone National Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement (as defined below) 1 Financial Center Boston, MA 02111
Attention: Thomas P. Quirk, Senior Vice President
Re: Notice of Termination — Amended and Restated Credit Agreement dated as of March 15, 2021 (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 lenders party thereto from time to time (the "Lenders"), and Greystone National Bank, N.A., as Administrative Agent (the "Administrative Agent")
Reference Loan No. GNB-SYN-2021-04417
Dear Mr. Quirk:
1. Introduction and Purpose of Notice
Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), hereby delivers this notice (this "Termination Notice") to Greystone National Bank, N.A., in its capacity as Administrative Agent (the "Administrative Agent"), pursuant to, and in accordance with, the terms and conditions of the Amended and Restated Credit Agreement dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Lenders party thereto from time to time, and the Administrative Agent.
Capitalized terms used but not otherwise defined in this Termination Notice shall have the respective meanings ascribed to such terms in the Credit Agreement, and the rules of construction set forth in Section 1.02 of the Credit Agreement shall apply to this Termination Notice mutatis mutandis.
The purpose of this Termination Notice is to provide formal notice to the Administrative Agent of the permanent and irrevocable termination of the Credit Agreement and all Commitments thereunder, effective as of the date hereof, concurrently with the payment in full of all Obligations outstanding under the Credit Agreement, all as more particularly described below.
2. Repayment in Full of All Obligations
The Borrower hereby certifies that, concurrently with the delivery of this Termination Notice, the Borrower is making payment in full of all Obligations outstanding under the Credit Agreement, including, without limitation, all principal, accrued and unpaid interest, fees, premiums, expenses, and all other amounts owing by the Borrower to the Administrative Agent and the Lenders under the Credit Agreement and the related Loan Documents.
The aggregate payoff amounts are as set forth in the payoff letter dated June 21, 2024, delivered by the Administrative Agent to the Borrower (the "Payoff Letter"), as summarized below:
Payment of the Aggregate Payoff Amount is being made on the date hereof by wire transfer of immediately available funds in United States dollars to the account or accounts designated by the Administrative Agent in the Payoff Letter, with distribution to the respective Lenders to be made by the Administrative Agent in accordance with the pro rata sharing provisions of the Credit Agreement.
The Borrower acknowledges that the Aggregate Payoff Amount set forth above is based on an estimated calculation of accrued and unpaid interest through and including June 25, 2024. To the extent that the actual accrued and unpaid interest differs from the estimated amount set forth above due to adjustments in the applicable reference rate or otherwise, the Borrower agrees to pay any shortfall promptly upon notice from the Administrative Agent, and the Administrative Agent agrees to refund any overpayment promptly upon confirmation of final interest calculations.
Upon receipt by the Administrative Agent of immediately available funds in the full Aggregate Payoff Amount specified in the Payoff Letter, all Obligations of the Borrower and each Guarantor under the Credit Agreement and the related Loan Documents shall be deemed indefeasibly paid, satisfied, and discharged in full (other than those contingent obligations that expressly survive termination as provided in Section 4 below).
3. Termination of All Commitments
Effective simultaneously upon receipt by the Administrative Agent of the Aggregate Payoff Amount referenced in Section 2 above, the Borrower hereby:
(a) irrevocably terminates in their entirety all unused Revolving Credit Commitments under the Credit Agreement, which as of the date hereof are in the aggregate amount of One Hundred Fifty Million Dollars ($150,000,000), and directs that no further Revolving Credit Loans, Swingline Loans, or Letters of Credit may be made, issued, or extended under the Credit Agreement from and after the date hereof; and
(b) terminates in their entirety all Term Loan Commitments (including Term Loan A Commitments and Term Loan B Commitments) under the Credit Agreement, to the extent any such Commitments remain unfunded or otherwise available.
The Borrower confirms and certifies to the Administrative Agent and the Lenders that, as of the date hereof and immediately prior to giving effect to the repayment contemplated in Section 2 above: (i) no Revolving Credit Loans are outstanding under the Credit Agreement; (ii) no Letters of Credit (including any standby letters of credit or commercial letters of credit) are outstanding or remain undrawn under the Credit Agreement; (iii) no Swingline Loans are outstanding under the Credit Agreement; and (iv) no unreimbursed draws on any Letter of Credit remain outstanding. Accordingly, the termination of the Revolving Credit Commitments will not result in any outstanding Revolving Credit Exposure remaining unreduced or unsatisfied.
4. Termination of the Credit Agreement and Loan Documents
Upon the indefeasible payment in full of all Obligations and the termination of all Commitments as described in Sections 2 and 3 above, the Borrower hereby provides notice that the Credit Agreement and all Loan Documents (as such term is defined in Section 1.01 of the Credit Agreement), including, without limitation, the Security Agreement, the Pledge Agreement, the Guaranty Agreement, each Mortgage, each intellectual Property Security Agreement, and each Subsidiary Guaranty, are terminated in their entirety, effective as of the date hereof.
All obligations and liabilities of the Borrower, each Guarantor, and each other Loan Party under the Credit Agreement and under each of the related Loan Documents are hereby discharged and released in full, except for those provisions that by their express terms survive the termination of the Credit Agreement and the repayment in full of all Obligations, including, without limitation:
(a) the indemnification obligations of the Borrower and the Loan Parties set forth in Section 10.04 of the Credit Agreement;
(b) the expense reimbursement obligations set forth in Section 10.04 of the Credit Agreement;
(c) the confidentiality provisions set forth in Section 10.07 of the Credit Agreement; and
(d) any other provisions of the Credit Agreement or the Loan Documents that, by their terms, expressly survive the termination thereof.
For the avoidance of doubt, the surviving obligations referenced above are contingent in nature and shall not be deemed to constitute continuing "Obligations" for purposes of maintaining any security interest, lien, or encumbrance in favor of the Administrative Agent or any Lender following the release of security interests described in Section 5 below.
5. Release of Security Interests and Liens
In connection with the payment in full of the Obligations and the termination of the Credit Agreement and the Loan Documents as described herein, and in accordance with the terms and conditions of the Payoff Letter, the Borrower hereby requests that the Administrative Agent, promptly following its receipt and confirmation of the Aggregate Payoff Amount in immediately available funds:
(a) prepare, execute, and deliver or cause to be filed UCC-3 termination statements (or, where applicable, partial releases or amendments) with respect to all UCC-1 financing statements and any continuation statements filed in connection with the Credit Agreement and the related security documents, including the Security Agreement and the Pledge Agreement, in each relevant filing office in which such financing statements were filed, to the extent necessary to terminate and release all security interests in the personal property of the Borrower, each Guarantor, and each other Loan Party;
(b) prepare, execute, and deliver, or cause to be prepared, executed, and delivered, full releases, satisfactions, reconveyances, and discharges (in recordable form, as applicable) of all mortgages, deeds of trust, deeds to secure debt, and other real property security instruments and liens encumbering any real property assets of the Borrower and its Subsidiaries that were granted to secure the Obligations under the Credit Agreement, and arrange for the recording of such instruments in each applicable county or parish recording office;
(c) return to the Borrower (or cause to be returned) all original stock certificates, promissory notes, instruments, and other collateral in the possession of the Administrative Agent or any Lender that was delivered pursuant to the Pledge Agreement, the Security Agreement, or any other Loan Document; and
(d) take such other actions and execute and deliver such other instruments, certificates, and documents as may be reasonably necessary or reasonably requested by the Borrower to release, discharge, and terminate all security interests, liens, pledges, and encumbrances of any kind granted by the Borrower, any Guarantor, or any other Loan Party under the Credit Agreement and the Loan Documents, in each case at the cost and expense of the Borrower.
For reference and convenience, the Borrower has delivered to the Administrative Agent a separate Lien Release and Termination Request Letter dated June 24, 2024, which sets forth in greater detail the specific UCC-3 termination statements, mortgage releases, and other filings and instruments requested by the Borrower, together with the applicable filing jurisdictions, recording offices, and the property descriptions and document references relevant to each such filing. The Borrower requests that the Administrative Agent process and deliver such filings and releases in accordance with the terms set forth in such letter.
The Borrower acknowledges that the Administrative Agent shall have a reasonable period of time following receipt of the Aggregate Payoff Amount to prepare, execute, and file or deliver the foregoing releases and termination statements. The Borrower further agrees that, to the extent any release or filing requires the consent or signature of one or more individual Lenders, the Borrower shall cooperate with the Administrative Agent to facilitate the prompt execution thereof.
6. Syndicate Lenders
The Borrower acknowledges that the Lenders party to the Credit Agreement as of the date hereof include the following institutions:
(a) Greystone National Bank, N.A.;
(b) Harborview Lending Group;
(c) Cascade Federal Bank; and
(d) Meriden Commercial Finance LLC.
The Borrower respectfully requests that the Administrative Agent promptly distribute a copy of this Termination Notice to each of the foregoing Lenders in accordance with the notice provisions set forth in Section 10.02 of the Credit Agreement, together with such other information as the Administrative Agent deems appropriate to confirm the repayment in full of the Obligations and the termination of the Credit Agreement.
7. Source of Repayment Funds
For informational purposes, the Borrower notes that the repayment in full of the Obligations under the Credit Agreement is being funded from the net cash proceeds received by the Borrower from the issuance and sale of Five Hundred Million Dollars ($500,000,000) aggregate principal amount of the Borrower's 8.250% Senior Notes due 2031 (the "Notes"). The Notes were issued on the date hereof pursuant to the terms of an Indenture dated as of June 25, 2024 (the "Indenture"), among the Borrower, the subsidiary guarantors party thereto, and Fidelitas Trust Company, N.A., as trustee (the "Trustee"). The remaining net proceeds of the Notes offering, after application to the repayment of the Obligations and the payment of transaction fees and expenses, will be used by the Borrower for general corporate purposes. The foregoing information is provided solely for the Administrative Agent's records and for the convenience of the Lenders and shall not be construed as creating any obligation, liability, or commitment on the part of the Borrower to the Administrative Agent or any Lender with respect to the Notes, the Indenture, or any related transaction.
8. Representations and Warranties
In connection with the delivery of this Termination Notice, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:
(a) Due Authorization. The execution, delivery, and performance of this Termination Notice and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Borrower, including all requisite approvals of the Board of Directors of the Borrower (or a duly authorized committee thereof), and no further corporate authorization or approval is required.
(b) Authority of Signatory. The person executing this Termination Notice on behalf of the Borrower has been duly authorized to do so and is empowered to bind the Borrower with respect to the matters set forth herein.
(c) No Remaining Obligations. After giving effect to the repayment and termination contemplated herein, no Obligations (other than contingent indemnification, expense reimbursement, and other obligations that expressly survive termination of the Credit Agreement by their terms) remain outstanding or unpaid under the Credit Agreement or any of the related Loan Documents.
(d) No Default. As of the date hereof and immediately prior to giving effect to the repayment contemplated herein, no Event of Default or Default has occurred and is continuing under the Credit Agreement that would prevent or impair the effectiveness of this Termination Notice or the transactions contemplated hereby.
9. Miscellaneous Provisions
This Termination Notice 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 the governing law provisions set forth in Section 10.09 of the Credit Agreement.
This Termination Notice is irrevocable upon delivery to the Administrative Agent and may not be withdrawn, revoked, or rescinded by the Borrower after such delivery. This Termination Notice shall be effective upon its receipt by the Administrative Agent at the address set forth above.
This Termination Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Termination Notice by facsimile transmission or by electronic mail in portable document format (.pdf) or similar electronic format shall be effective as delivery of a manually executed counterpart hereof.
The Borrower hereby requests that the Administrative Agent acknowledge receipt of this Termination Notice and the Aggregate Payoff Amount by executing and returning a copy of this letter to the undersigned and to the Borrower's counsel at the address set forth in the distribution list below.
[Remainder of this page intentionally left blank; signature page follows.]
[Signature Page to Notice of Termination]
Very truly yours,
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: David K. Moretti
Title: General Counsel & Secretary
Date: June 25, 2024
ACKNOWLEDGED AND RECEIVED:
GREYSTONE NATIONAL BANK, N.A., as Administrative Agent
By: ________
Name: Thomas P. Quirk
Title: Senior Vice President
Date: ________
cc: (via electronic mail and overnight courier)
Patricia R. Henning, Chief Financial Officer Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129
Theodore Langston, Esq. Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, NY 10006 (Counsel to the Borrower)
Harborview Lending Group (Lender)
Cascade Federal Bank (Lender)
Meriden Commercial Finance LLC (Lender)
Enclosures:
1. Copy of Payoff Letter dated June 21, 2024, delivered by the Administrative Agent
2. Copy of Lien Release and Termination Request Letter dated June 24, 2024, delivered by the Borrower to the Administrative Agent
Drafted by Calderwood & Harkness LLP
| Component | Amount |
| Outstanding principal — Term Loan A | $280,142,819.16 |
| Outstanding principal — Term Loan B | $187,200,000.00 |
| Total outstanding principal | $467,342,819.16 |
| Accrued and unpaid interest (estimated through June 25, 2024) | $4,207,180.84 |
| Prepayment premium (0.50% of outstanding principal, per Section 2.09(c) of the Credit Agreement) | $2,336,714.10 |
| Aggregate Payoff Amount | $473,886,714.10 |