1027-00003 · Calderwood & Harkness LLP · Closing

lender-consent-letter.docx DOCUMENT Litigation

17 / 38 ← → ✕

Contract analysis Extract to table

GULF ATLANTIC NATIONAL BANK 201 East Pine Street Orlando, Florida 32801 Telephone: (407) 555-8200 Facsimile: (407) 555-8201

June 25, 2024

Pellegrino Capital Group LLC

Attention: Marcus Thiel, Chief Financial Officer

1900 Bayshore Boulevard, Suite 1400 Tampa, Florida 33606

With copies to:

Meridian Shores Hospitality LLC

Attention: Nathaniel Cordero, Managing Member

220 Royal Palm Way, Suite 300 Palm Beach, Florida 33480

Calderwood & Harkness LLP

Attention: Francesca Morano

801 Brickell Avenue, Suite 2800 Miami, Florida 33131

Re: Consent to Transfer of Membership Interest and Approval of Incremental Revolving Credit Draw Loan No.: CRE-2017-06284 Borrower: Palmetto Grand Ventures LLC, a Florida limited liability company (EIN: 82-5063921; Florida Filing No. L17000124583) Property: The Palmetto Grand Resort & Spa, 650 Mandalay Avenue, Clearwater Beach, Florida 33767

Ladies and Gentlemen:

Reference is hereby made to that certain Loan Agreement dated as of August 1, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and between Palmetto Grand Ventures LLC, a Florida limited liability company (the "Borrower" or "PGV"), and Gulf Atlantic National Bank, a national banking association organized and existing under the laws of the United States ("Lender" or "GANB"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.

The Loan Agreement evidences a commercial real estate loan in the original principal amount of Sixty-One Million Two Hundred Fifty Thousand and No/100 Dollars ($61,250,000.00), representing approximately seventy percent (70%) loan-to-value based on the Eighty-Seven Million Five Hundred Thousand and No/100 Dollar ($87,500,000.00) acquisition price of that certain real property and improvements commonly known as The Palmetto Grand Resort & Spa, located at 650 Mandalay Avenue, Clearwater Beach, Florida 33767, together with all fixtures, furnishings, equipment, and personal property located thereon (collectively, the "Property"). As of December 31, 2022, the outstanding principal balance under the Loan Agreement is Forty-Eight Million Six Hundred Thousand and No/100 Dollars ($48,600,000.00). The Loan bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus two and one-quarter percent (2.25%) per annum, as converted from the London Interbank Offered Rate ("LIBOR") benchmark pursuant to that certain LIBOR Transition Amendment dated as of June 30, 2022. The stated maturity date of the Loan is August 1, 2027.

The Loan Agreement also includes a revolving credit facility component (the "Revolving Credit Facility"), the terms and conditions of which are set forth in Article VII of the Loan Agreement and the related Revolving Credit Note.

Reference is further made to the Limited Liability Company Operating Agreement of Palmetto Grand Ventures LLC, dated as of June 15, 2017 (as amended from time to time, the "Operating Agreement"), pursuant to which Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), holds a sixty-five percent (65%) membership interest in PGV and Meridian Shores Hospitality LLC, a Florida limited liability company ("MSH"), holds a thirty-five percent (35%) membership interest in PGV. PCG serves as the sole Manager of PGV under the Operating Agreement.

The Loan Agreement contains provisions, including without limitation Section 5.12 (Transfer Restrictions) and Section 7.04 (Revolving Credit Draw Conditions), requiring Lender's prior written consent to (a) any direct or indirect transfer, assignment, pledge, encumbrance, or other change of control of any membership interests in the Borrower and (b) any incremental draws on the Revolving Credit Facility in excess of specified thresholds set forth therein. This letter (this "Consent Letter") sets forth the terms and conditions upon which Lender has agreed to grant the consents described below.

Section 1: Background of the Requested Consents

1.1 The Redemption Transaction

Lender has been informed that PCG and MSH have entered into that certain Membership Interest Redemption Agreement dated as of May 20, 2024 (the "Redemption Agreement"), a copy of which has been delivered to Lender and is attached hereto as Exhibit A. Pursuant to the Redemption Agreement, PCG will purchase, acquire, and redeem MSH's entire thirty-five percent (35%) membership interest in PGV (the "Redeemed Interest") for a total redemption price of Fifty-Two Million Eight Hundred Fifty Thousand and No/100 Dollars ($52,850,000.00) (the "Redemption Price"), payable to MSH in a single lump-sum wire transfer of immediately available funds at the closing of the transaction contemplated thereby (the "Closing").

Following the Closing, PCG will hold one hundred percent (100%) of the issued and outstanding membership interests in PGV and will continue to serve as the sole Manager of PGV. An Amended and Restated Limited Liability Company Operating Agreement of PGV, reflecting PCG as the sole member of PGV, is contemplated to be executed and delivered concurrently with or promptly following the Closing.

Lender further understands that the Redemption Agreement was entered into in connection with the resolution and settlement of a buyout-valuation dispute between PCG and MSH that had been submitted to binding arbitration before JAMS, Inc. under JAMS Reference No. 1440032871 (the "Arbitration Proceeding"). The parties to the Arbitration Proceeding have agreed, pursuant to that certain Mutual Release and Settlement Agreement dated as of May 20, 2024 (the "Settlement Agreement"), that the Arbitration Proceeding will be dismissed with prejudice promptly following the Closing.

1.2 Funding of the Redemption Price

PCG has informed Lender that it intends to fund the Redemption Price from two sources:

(a) Twenty-Two Million and No/100 Dollars ($22,000,000.00) from PCG's existing cash reserves and available liquidity (the "Cash Contribution"); and

(b) Thirty Million Eight Hundred Fifty Thousand and No/100 Dollars ($30,850,000.00) from an incremental draw on PGV's Revolving Credit Facility under the Loan Agreement (the "Incremental Draw").

Following the Incremental Draw, PGV's total outstanding principal indebtedness to GANB under the Loan Agreement will be the sum of the current outstanding principal balance of $48,600,000.00 plus the Incremental Draw of $30,850,000.00, for a total of Seventy-Nine Million Four Hundred Fifty Thousand and No/100 Dollars ($79,450,000.00).

Lender acknowledges that PCG has represented that it intends to refinance the increased outstanding balance of the Loan subsequent to the Closing; provided, however, that such refinancing intention is noted for informational purposes only and the obligation to repay the Incremental Draw, and all other obligations of Borrower under the Loan Agreement, are in no way conditioned upon or subject to the consummation of any such refinancing.

1.3 Requested Consents

In connection with the foregoing, PCG and MSH have requested two specific consents from Lender, as follows:

Consent No. 1: Consent to the transfer and assignment of MSH's thirty-five percent (35%) membership interest in PGV to PCG, pursuant to and in accordance with the Redemption Agreement and the related Assignment of Membership Interest (the "Transfer Consent").

Consent No. 2: Approval of the Incremental Draw of $30,850,000.00 on the Revolving Credit Facility under the Loan Agreement to fund a portion of the Redemption Price (the "Draw Approval" and, together with the Transfer Consent, the "Consents").

Lender has reviewed the request for the Consents and, based upon its evaluation of the documentation and information provided to it by PCG, MSH, and their respective counsel, Lender has determined to grant the Consents on and subject to the terms and conditions set forth in this Consent Letter.

Section 2: Consent to Transfer of Membership Interest

Subject to the satisfaction of the conditions set forth in Section 4 below, Lender hereby consents to the transfer by MSH to PCG of MSH's thirty-five percent (35%) membership interest in PGV, on and subject to each of the following terms and conditions:

(a) Effectuation of Transfer. The transfer of the Redeemed Interest shall be effected solely pursuant to and in strict accordance with the terms and conditions of the Redemption Agreement and the related Assignment of Membership Interest, the form of which is attached hereto as Exhibit B (the "Assignment"). Any deviation from the terms of the Redemption Agreement or the Assignment that is material to Lender's interests shall require Lender's separate prior written consent.

(b) Post-Transfer Ownership. Following consummation of the transfer, PCG shall hold one hundred percent (100%) of all issued and outstanding membership interests in PGV and shall continue to serve as the sole Manager of PGV, with all rights, powers, duties, and obligations attendant to such role as set forth in the Amended and Restated Operating Agreement of PGV.

(c) Controlling Principal. Dominic R. Pellegrino shall remain the controlling principal of PCG and, indirectly, of PGV. No change in the ownership, control, or management of PCG shall occur without Lender's prior written consent in accordance with the transfer restriction provisions of the Loan Agreement.

(d) Continuation of Guaranties and Credit Support. All existing guaranties, indemnities, environmental indemnities, non-recourse carve-out guaranties, completion guaranties, and all other credit support and recourse obligations provided by PCG and/or Dominic R. Pellegrino individually in connection with the Loan Agreement, including without limitation (i) that certain Guaranty of Recourse Obligations dated as of August 1, 2017, executed by PCG and Dominic R. Pellegrino, (ii) that certain Environmental Indemnity Agreement dated as of August 1, 2017, executed by PGV, PCG, and Dominic R. Pellegrino, and (iii) any and all other credit support documents delivered by PCG or Dominic R. Pellegrino in connection with the Loan (collectively, the "Guaranty Documents"), shall remain in full force and effect following the Closing, unmodified, unimpaired, and enforceable in accordance with their respective terms. Neither the consummation of the transfer contemplated hereby nor the execution or delivery of this Consent Letter shall release, diminish, or otherwise affect any obligation of PCG or Dominic R. Pellegrino under the Guaranty Documents.

(e) Release of MSH and Nathaniel Cordero. Upon the Closing and the satisfaction of each of the conditions set forth in Section 4 below, MSH and Nathaniel Cordero shall be released from any and all guaranty obligations, if any, that MSH and/or Nathaniel Cordero may have under the Loan Agreement or any related loan documents, effective as of the date of the Closing. Such release shall not extend to any liabilities, claims, or obligations of MSH or Nathaniel Cordero arising prior to the date of the Closing or related to acts, omissions, or events occurring prior to such date.

(f) Limitation of Consent. This consent is strictly limited to the specific transfer of the Redeemed Interest from MSH to PCG as described herein and in the Redemption Agreement. This consent shall not be construed or deemed to constitute consent to any other or further transfer, assignment, pledge, encumbrance, hypothecation, or other disposition of any membership interests in PGV, whether voluntary or involuntary, direct or indirect, and whether by PCG or any other person or entity. Any such other or further transfer shall require Lender's separate prior written consent in accordance with Section 5.12 of the Loan Agreement.

Section 3: Approval of Incremental Revolving Credit Draw

Subject to the satisfaction of the conditions set forth in Section 4 below, Lender hereby approves the Incremental Draw of Thirty Million Eight Hundred Fifty Thousand and No/100 Dollars ($30,850,000.00) on PGV's Revolving Credit Facility under the Loan Agreement, on and subject to each of the following terms and conditions:

(a) Timing of Draw. The Incremental Draw shall be made on or about the closing date of the Redemption, which is currently anticipated to be June 28, 2024 (the "Anticipated Closing Date"). In no event shall the Incremental Draw be funded earlier than the date on which all conditions set forth in Section 4 below have been satisfied or waived by Lender, and in no event shall the Incremental Draw be funded later than fifteen (15) business days following the Anticipated Closing Date unless Lender otherwise agrees in writing.

(b) Interest Rate. The Incremental Draw shall bear interest at the same rate applicable to the existing outstanding principal balance under the Loan Agreement, namely SOFR plus two and one-quarter percent (2.25%) per annum, calculated on an actual/360-day basis, subject to adjustment in accordance with the interest rate provisions of the Loan Agreement.

(c) Aggregate Outstanding Indebtedness. Following the Incremental Draw, PGV's total outstanding principal indebtedness to Lender under the Loan Agreement shall be Seventy-Nine Million Four Hundred Fifty Thousand and No/100 Dollars ($79,450,000.00). For the avoidance of doubt, such amount includes both the existing outstanding principal balance of $48,600,000.00 and the Incremental Draw of $30,850,000.00.

(d) Maturity. The maturity of the Incremental Draw shall be co-terminous with the existing stated maturity date of the Loan Agreement, which is August 1, 2027. All principal and accrued and unpaid interest with respect to the Incremental Draw shall be due and payable on or before such maturity date, subject to any earlier acceleration or prepayment provisions set forth in the Loan Agreement.

(e) Supplemental Documentation. PGV shall execute and deliver to Lender such supplemental loan documentation, supplemental promissory notes (including without limitation the Supplemental Promissory Note in the form attached hereto as Exhibit C), amendments to the Loan Agreement, UCC financing statement amendments, and such other documents and instruments as Lender may reasonably require to evidence, secure, and effectuate the Incremental Draw and to maintain the priority and perfection of Lender's security interests and liens in the Property and related collateral.

(f) Conditions to Funding. Lender's approval of the Incremental Draw is expressly subject to confirmation, as of the date of funding, that:

(i) no Event of Default (as defined in Section 8.01 of the Loan Agreement) has occurred and is continuing as of the date of the Incremental Draw;

(ii) all representations and warranties of Borrower set forth in the Loan Agreement and all other loan documents remain true and correct in all material respects as of the date of the Incremental Draw, with the same force and effect as though made on and as of such date (except to the extent any such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);

(iii) the debt service coverage ratio ("DSCR") covenant set forth in Section 6.03(a) of the Loan Agreement shall remain in compliance following the Incremental Draw, as calculated on a pro forma basis giving effect to the Incremental Draw and the increased debt service obligations resulting therefrom, using the trailing twelve-month net operating income of the Property as most recently reported to Lender; and

(iv) the loan-to-value ("LTV") covenant set forth in Section 6.03(b) of the Loan Agreement shall remain in compliance following the Incremental Draw, based on the most recent appraisal of the Property delivered to and accepted by Lender, or such updated appraisal as Lender may require in its reasonable discretion.

Section 4: Conditions to Effectiveness of Consents

The Consents granted herein shall not become effective until each of the following conditions (collectively, the "Conditions Precedent") shall have been satisfied to Lender's reasonable satisfaction, or waived by Lender in writing in its sole discretion:

(a) Redemption Agreement. Lender shall have received a fully executed counterpart original (or certified true copy) of the Redemption Agreement dated as of May 20, 2024, together with all exhibits, schedules, and ancillary documents thereto, in form and substance reasonably satisfactory to Lender.

(b) Settlement Agreement. Lender shall have received a fully executed counterpart original (or certified true copy) of the Mutual Release and Settlement Agreement dated as of May 20, 2024, between PCG, MSH, Dominic R. Pellegrino, and Nathaniel Cordero, in form and substance reasonably satisfactory to Lender.

(c) Assignment of Membership Interest. Lender shall have received a fully executed counterpart original (or certified true copy) of the Assignment of Membership Interest, in substantially the form attached hereto as Exhibit B, evidencing the transfer of the Redeemed Interest from MSH to PCG.

(d) Evidence of Cash Contribution. Lender shall have received satisfactory documentary evidence that the Cash Contribution of Twenty-Two Million and No/100 Dollars ($22,000,000.00) has been funded by PCG from its existing cash reserves and available liquidity, which evidence may include, without limitation, a wire transfer confirmation, a bank statement, or a custodial escrow letter from an escrow agent acceptable to Lender.

(e) Closing Certificates. Lender shall have received (i) a Closing Certificate executed by Marcus Thiel, in his capacity as Chief Financial Officer of PCG, certifying as to such matters as Lender may reasonably require, including without limitation confirmation of the accuracy of certain representations and warranties and the absence of any Event of Default, and (ii) a Closing Certificate executed by Nathaniel Cordero, in his capacity as Managing Member of MSH, certifying as to such matters as Lender may reasonably require, including without limitation confirmation of MSH's authority to consummate the transactions contemplated by the Redemption Agreement.

(f) Dismissal of Arbitration. Lender shall have received evidence satisfactory to Lender that the Arbitration Proceeding (JAMS Ref. No. 1440032871) has been dismissed with prejudice, or that the parties thereto have executed all documents necessary to effect such dismissal with prejudice promptly following the Closing.

(g) No Default Certificate. Lender shall have received an officer's certificate from PGV, executed by PCG acting in its capacity as sole Manager of PGV, and signed by an authorized officer of PCG, confirming that as of the date of the Closing, no Event of Default exists under the Loan Agreement and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute an Event of Default.

(h) Insurance Confirmation. Lender shall have received confirmation that valid and current managers' liability insurance coverage is in place under Atlantic Omnivrel Insurance Company Policy No. AFML-2022-08745 (or a successor policy providing substantially equivalent coverage), in amounts and with deductibles reasonably satisfactory to Lender, and that such coverage names Lender as an additional insured or loss payee, as applicable.

(i) Franchise Agreement Confirmation. Lender shall have received written confirmation, in form and substance reasonably satisfactory to Lender, that the franchise agreement by and between PGV and Aurelian Hotels & Resorts Inc. dated as of July 15, 2017 (the "Franchise Agreement"), with a stated expiration date of July 14, 2037, remains in full force and effect as of the date of the Closing, that PGV is not in default under the Franchise Agreement, and that the transfer of the Redeemed Interest from MSH to PCG does not constitute a default under, or require separate consent or approval pursuant to, the Franchise Agreement. Such confirmation may be in the form of a comfort letter or estoppel certificate issued by Aurelian Hotels & Resorts Inc. or its authorized representative.

(j) Payment of Lender's Fees and Expenses. Borrower shall have paid to Lender all of Lender's reasonable and documented out-of-pocket legal fees, costs, and expenses incurred in connection with the review, negotiation, preparation, and delivery of this Consent Letter and all related matters, including without limitation the fees and expenses of Lender's outside counsel, Hargrove, Dunlap & Castillo LLP.

(k) Additional Documents. Lender shall have received such other documents, instruments, agreements, opinions of counsel, certificates, and assurances as Lender may reasonably request in connection with the transactions contemplated by this Consent Letter to confirm that such transactions are consistent with and do not impair Lender's rights and remedies under the Loan Agreement and related loan documents.

Section 5: Representations and Acknowledgments of Borrower and PCG

By countersigning this Consent Letter in the spaces provided below, Borrower (acting through its Manager, PCG) and PCG each hereby represent, warrant, and acknowledge to Lender as follows:

(a) Accuracy of Representations and Warranties. All representations and warranties of Borrower set forth in the Loan Agreement and all other loan documents are true and correct in all material respects as of the date hereof and as of the date of the Closing (except to the extent any such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(b) No Default. No Event of Default under the Loan Agreement, and no event that with the passage of time or the giving of notice, or both, would constitute an Event of Default under the Loan Agreement, has occurred and is continuing as of the date hereof.

(c) Full Force and Effect. The Loan Agreement, as supplemented, confirmed, and ratified by this Consent Letter, remains in full force and effect and constitutes the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether enforcement is sought in a proceeding in equity or at law).

(d) Continued Operation of Property. The Property, commonly known as The Palmetto Grand Resort & Spa, located at 650 Mandalay Avenue, Clearwater Beach, Florida 33767, continues to be operated as a three hundred twelve (312)-room full-service luxury beach resort under the Aurelian Hotels & Resorts brand pursuant to the Franchise Agreement, and no event has occurred that materially and adversely affects the operation, condition, or value of the Property since the date of the most recent financial statements delivered to Lender.

(e) Refinancing Intention. Following the Incremental Draw, PGV intends to refinance the increased outstanding balance under the Loan Agreement; provided, however, that Borrower, PCG, and Lender each acknowledge and agree that the obligation of Borrower to repay the Incremental Draw and all other amounts owing under the Loan Agreement is absolute and unconditional and is not conditioned upon, or in any way subject to, the consummation of any such refinancing. The failure of PGV or PCG to obtain refinancing shall not constitute a defense to, or excuse for the nonpayment of, any obligation under the Loan Agreement.

Section 6: Reservation of Rights

Except as expressly set forth in this Consent Letter, nothing contained herein shall be construed or deemed to amend, modify, waive, supplement, or supersede any term, provision, condition, covenant, representation, warranty, or agreement set forth in the Loan Agreement or any other loan document executed in connection therewith. All terms, conditions, covenants, representations, warranties, and obligations of Borrower, PCG, Dominic R. Pellegrino, and any other obligor under the Loan Agreement and the related loan documents remain in full force and effect, unamended and unmodified, except to the extent expressly provided herein.

Lender expressly reserves all of its rights, remedies, powers, and privileges under the Loan Agreement, the Guaranty Documents, all other loan documents, applicable federal and state law, and principles of equity, all of which are hereby ratified and confirmed. Nothing contained in this Consent Letter shall be construed as a waiver of any right or remedy of Lender, whether arising under the Loan Agreement, any other loan document, by operation of law, or otherwise.

This Consent Letter shall not be deemed to establish any precedent or course of dealing with respect to any future request for consent, waiver, or approval by Borrower, PCG, or any other party under the Loan Agreement. Each such future request shall be evaluated by Lender independently, in its sole and absolute discretion (except where the Loan Agreement expressly requires Lender to act reasonably), without reference to or reliance upon the Consents granted herein.

Section 7: Miscellaneous Provisions

7.1 Governing Law

This Consent Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-law provisions that would cause the application of the laws of any jurisdiction other than the State of Florida. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Pinellas County, Florida, or the Middle District of Florida, Tampa Division, for purposes of any action, suit, or proceeding arising out of or relating to this Consent Letter.

7.2 Counterparts. This Consent Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by portable document format (.pdf) or other electronic means) shall be as effective as delivery of an original executed counterpart.

7.3 Entire Agreement

This Consent Letter, together with the Loan Agreement, the Guaranty Documents, and all other documents and instruments referenced herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, agreements, representations, and warranties (whether oral or written) with respect to such subject matter.

7.4 Fees and Expenses

Borrower shall reimburse Lender for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, attorneys' fees and disbursements of Lender's outside counsel) incurred by Lender in connection with the preparation, review, negotiation, execution, and delivery of this Consent Letter and all documents and instruments contemplated hereby. Such reimbursement shall be made within thirty (30) days following Lender's delivery to Borrower of an invoice detailing such costs and expenses.

If the foregoing accurately reflects your understanding of the terms and conditions upon which Lender has agreed to grant the Consents described herein, please indicate your acknowledgment and agreement by signing and returning the enclosed counterparts of this Consent Letter.

Very truly yours,

GULF ATLANTIC NATIONAL BANK

By: ________

Name: Christine Delacroix

Title: Senior Vice President, Commercial Real Estate

Date: June 25, 2024

ACKNOWLEDGED AND AGREED:

BORROWER:

PALMETTO GRAND VENTURES LLC, a Florida limited liability company

By: Pellegrino Capital Group LLC, its Manager

By: ________

Name: Marcus Thiel

Title: Chief Financial Officer

Date: ________

PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company

By: ________

Name: Dominic R. Pellegrino

Title: Managing Member

Date: ________

ACKNOWLEDGED (for purposes of Sections 2 and 4 only):

MERIDIAN SHORES HOSPITALITY LLC, a Florida limited liability company

By: ________

Name: Nathaniel Cordero

Title: Managing Member

Date: ________

EXHIBITS AND ATTACHMENTS

The following exhibits and attachments are incorporated herein by reference and made a part of this Consent Letter:

Exhibit A: Copy of Redemption Agreement, dated as of May 20, 2024, by and between Pellegrino Capital Group LLC and Meridian Shores Hospitality LLC

Exhibit B: Form of Assignment of Membership Interest

Exhibit C: Form of Supplemental Promissory Note for Incremental Draw ($30,850,000.00)

cc:

Calderwood & Harkness LLP

Attention: Francesca Morano

801 Brickell Avenue, Suite 2800 Miami, Florida 33131

Hargrove, Dunlap & Castillo LLP

Attention: Victoria Castillo

1395 Brickell Avenue, Suite 3100 Miami, Florida 33131

Grantham, Pryce & Associates CPAs

Attention: Howard Grantham, CPA

4221 West Boy Scout Boulevard, Suite 600 Tampa, Florida 33607

GULF ATLANTIC NATIONAL BANK 201 East Pine Street Orlando, Florida 32801 Telephone: (407) 555-8200 Facsimile: (407) 555-8201
June 25, 2024
Pellegrino Capital Group LLC
Attention: Marcus Thiel, Chief Financial Officer
1900 Bayshore Boulevard, Suite 1400 Tampa, Florida 33606
With copies to:
Meridian Shores Hospitality LLC
Attention: Nathaniel Cordero, Managing Member
220 Royal Palm Way, Suite 300 Palm Beach, Florida 33480
Calderwood & Harkness LLP
Attention: Francesca Morano
801 Brickell Avenue, Suite 2800 Miami, Florida 33131
Re: Consent to Transfer of Membership Interest and Approval of Incremental Revolving Credit Draw Loan No.: CRE-2017-06284 Borrower: Palmetto Grand Ventures LLC, a Florida limited liability company (EIN: 82-5063921; Florida Filing No. L17000124583) Property: The Palmetto Grand Resort & Spa, 650 Mandalay Avenue, Clearwater Beach, Florida 33767
Ladies and Gentlemen:
Reference is hereby made to that certain Loan Agreement dated as of August 1, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and between Palmetto Grand Ventures LLC, a Florida limited liability company (the "Borrower" or "PGV"), and Gulf Atlantic National Bank, a national banking association organized and existing under the laws of the United States ("Lender" or "GANB"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.
The Loan Agreement evidences a commercial real estate loan in the original principal amount of Sixty-One Million Two Hundred Fifty Thousand and No/100 Dollars ($61,250,000.00), representing approximately seventy percent (70%) loan-to-value based on the Eighty-Seven Million Five Hundred Thousand and No/100 Dollar ($87,500,000.00) acquisition price of that certain real property and improvements commonly known as The Palmetto Grand Resort & Spa, located at 650 Mandalay Avenue, Clearwater Beach, Florida 33767, together with all fixtures, furnishings, equipment, and personal property located thereon (collectively, the "Property"). As of December 31, 2022, the outstanding principal balance under the Loan Agreement is Forty-Eight Million Six Hundred Thousand and No/100 Dollars ($48,600,000.00). The Loan bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus two and one-quarter percent (2.25%) per annum, as converted from the London Interbank Offered Rate ("LIBOR") benchmark pursuant to that certain LIBOR Transition Amendment dated as of June 30, 2022. The stated maturity date of the Loan is August 1, 2027.
The Loan Agreement also includes a revolving credit facility component (the "Revolving Credit Facility"), the terms and conditions of which are set forth in Article VII of the Loan Agreement and the related Revolving Credit Note.
Reference is further made to the Limited Liability Company Operating Agreement of Palmetto Grand Ventures LLC, dated as of June 15, 2017 (as amended from time to time, the "Operating Agreement"), pursuant to which Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), holds a sixty-five percent (65%) membership interest in PGV and Meridian Shores Hospitality LLC, a Florida limited liability company ("MSH"), holds a thirty-five percent (35%) membership interest in PGV. PCG serves as the sole Manager of PGV under the Operating Agreement.
The Loan Agreement contains provisions, including without limitation Section 5.12 (Transfer Restrictions) and Section 7.04 (Revolving Credit Draw Conditions), requiring Lender's prior written consent to (a) any direct or indirect transfer, assignment, pledge, encumbrance, or other change of control of any membership interests in the Borrower and (b) any incremental draws on the Revolving Credit Facility in excess of specified thresholds set forth therein. This letter (this "Consent Letter") sets forth the terms and conditions upon which Lender has agreed to grant the consents described below.
Section 1: Background of the Requested Consents
1.1 The Redemption Transaction
Lender has been informed that PCG and MSH have entered into that certain Membership Interest Redemption Agreement dated as of May 20, 2024 (the "Redemption Agreement"), a copy of which has been delivered to Lender and is attached hereto as Exhibit A. Pursuant to the Redemption Agreement, PCG will purchase, acquire, and redeem MSH's entire thirty-five percent (35%) membership interest in PGV (the "Redeemed Interest") for a total redemption price of Fifty-Two Million Eight Hundred Fifty Thousand and No/100 Dollars ($52,850,000.00) (the "Redemption Price"), payable to MSH in a single lump-sum wire transfer of immediately available funds at the closing of the transaction contemplated thereby (the "Closing").
Following the Closing, PCG will hold one hundred percent (100%) of the issued and outstanding membership interests in PGV and will continue to serve as the sole Manager of PGV. An Amended and Restated Limited Liability Company Operating Agreement of PGV, reflecting PCG as the sole member of PGV, is contemplated to be executed and delivered concurrently with or promptly following the Closing.
Lender further understands that the Redemption Agreement was entered into in connection with the resolution and settlement of a buyout-valuation dispute between PCG and MSH that had been submitted to binding arbitration before JAMS, Inc. under JAMS Reference No. 1440032871 (the "Arbitration Proceeding"). The parties to the Arbitration Proceeding have agreed, pursuant to that certain Mutual Release and Settlement Agreement dated as of May 20, 2024 (the "Settlement Agreement"), that the Arbitration Proceeding will be dismissed with prejudice promptly following the Closing.
1.2 Funding of the Redemption Price
PCG has informed Lender that it intends to fund the Redemption Price from two sources:
(a) Twenty-Two Million and No/100 Dollars ($22,000,000.00) from PCG's existing cash reserves and available liquidity (the "Cash Contribution"); and
(b) Thirty Million Eight Hundred Fifty Thousand and No/100 Dollars ($30,850,000.00) from an incremental draw on PGV's Revolving Credit Facility under the Loan Agreement (the "Incremental Draw").
Following the Incremental Draw, PGV's total outstanding principal indebtedness to GANB under the Loan Agreement will be the sum of the current outstanding principal balance of $48,600,000.00 plus the Incremental Draw of $30,850,000.00, for a total of Seventy-Nine Million Four Hundred Fifty Thousand and No/100 Dollars ($79,450,000.00).
Lender acknowledges that PCG has represented that it intends to refinance the increased outstanding balance of the Loan subsequent to the Closing; provided, however, that such refinancing intention is noted for informational purposes only and the obligation to repay the Incremental Draw, and all other obligations of Borrower under the Loan Agreement, are in no way conditioned upon or subject to the consummation of any such refinancing.
1.3 Requested Consents
In connection with the foregoing, PCG and MSH have requested two specific consents from Lender, as follows:
Consent No. 1: Consent to the transfer and assignment of MSH's thirty-five percent (35%) membership interest in PGV to PCG, pursuant to and in accordance with the Redemption Agreement and the related Assignment of Membership Interest (the "Transfer Consent").
Consent No. 2: Approval of the Incremental Draw of $30,850,000.00 on the Revolving Credit Facility under the Loan Agreement to fund a portion of the Redemption Price (the "Draw Approval" and, together with the Transfer Consent, the "Consents").
Lender has reviewed the request for the Consents and, based upon its evaluation of the documentation and information provided to it by PCG, MSH, and their respective counsel, Lender has determined to grant the Consents on and subject to the terms and conditions set forth in this Consent Letter.
Section 2: Consent to Transfer of Membership Interest
Subject to the satisfaction of the conditions set forth in Section 4 below, Lender hereby consents to the transfer by MSH to PCG of MSH's thirty-five percent (35%) membership interest in PGV, on and subject to each of the following terms and conditions:
(a) Effectuation of Transfer. The transfer of the Redeemed Interest shall be effected solely pursuant to and in strict accordance with the terms and conditions of the Redemption Agreement and the related Assignment of Membership Interest, the form of which is attached hereto as Exhibit B (the "Assignment"). Any deviation from the terms of the Redemption Agreement or the Assignment that is material to Lender's interests shall require Lender's separate prior written consent.
(b) Post-Transfer Ownership. Following consummation of the transfer, PCG shall hold one hundred percent (100%) of all issued and outstanding membership interests in PGV and shall continue to serve as the sole Manager of PGV, with all rights, powers, duties, and obligations attendant to such role as set forth in the Amended and Restated Operating Agreement of PGV.
(c) Controlling Principal. Dominic R. Pellegrino shall remain the controlling principal of PCG and, indirectly, of PGV. No change in the ownership, control, or management of PCG shall occur without Lender's prior written consent in accordance with the transfer restriction provisions of the Loan Agreement.
(d) Continuation of Guaranties and Credit Support. All existing guaranties, indemnities, environmental indemnities, non-recourse carve-out guaranties, completion guaranties, and all other credit support and recourse obligations provided by PCG and/or Dominic R. Pellegrino individually in connection with the Loan Agreement, including without limitation (i) that certain Guaranty of Recourse Obligations dated as of August 1, 2017, executed by PCG and Dominic R. Pellegrino, (ii) that certain Environmental Indemnity Agreement dated as of August 1, 2017, executed by PGV, PCG, and Dominic R. Pellegrino, and (iii) any and all other credit support documents delivered by PCG or Dominic R. Pellegrino in connection with the Loan (collectively, the "Guaranty Documents"), shall remain in full force and effect following the Closing, unmodified, unimpaired, and enforceable in accordance with their respective terms. Neither the consummation of the transfer contemplated hereby nor the execution or delivery of this Consent Letter shall release, diminish, or otherwise affect any obligation of PCG or Dominic R. Pellegrino under the Guaranty Documents.
(e) Release of MSH and Nathaniel Cordero. Upon the Closing and the satisfaction of each of the conditions set forth in Section 4 below, MSH and Nathaniel Cordero shall be released from any and all guaranty obligations, if any, that MSH and/or Nathaniel Cordero may have under the Loan Agreement or any related loan documents, effective as of the date of the Closing. Such release shall not extend to any liabilities, claims, or obligations of MSH or Nathaniel Cordero arising prior to the date of the Closing or related to acts, omissions, or events occurring prior to such date.
(f) Limitation of Consent. This consent is strictly limited to the specific transfer of the Redeemed Interest from MSH to PCG as described herein and in the Redemption Agreement. This consent shall not be construed or deemed to constitute consent to any other or further transfer, assignment, pledge, encumbrance, hypothecation, or other disposition of any membership interests in PGV, whether voluntary or involuntary, direct or indirect, and whether by PCG or any other person or entity. Any such other or further transfer shall require Lender's separate prior written consent in accordance with Section 5.12 of the Loan Agreement.
Section 3: Approval of Incremental Revolving Credit Draw
Subject to the satisfaction of the conditions set forth in Section 4 below, Lender hereby approves the Incremental Draw of Thirty Million Eight Hundred Fifty Thousand and No/100 Dollars ($30,850,000.00) on PGV's Revolving Credit Facility under the Loan Agreement, on and subject to each of the following terms and conditions:
(a) Timing of Draw. The Incremental Draw shall be made on or about the closing date of the Redemption, which is currently anticipated to be June 28, 2024 (the "Anticipated Closing Date"). In no event shall the Incremental Draw be funded earlier than the date on which all conditions set forth in Section 4 below have been satisfied or waived by Lender, and in no event shall the Incremental Draw be funded later than fifteen (15) business days following the Anticipated Closing Date unless Lender otherwise agrees in writing.
(b) Interest Rate. The Incremental Draw shall bear interest at the same rate applicable to the existing outstanding principal balance under the Loan Agreement, namely SOFR plus two and one-quarter percent (2.25%) per annum, calculated on an actual/360-day basis, subject to adjustment in accordance with the interest rate provisions of the Loan Agreement.
(c) Aggregate Outstanding Indebtedness. Following the Incremental Draw, PGV's total outstanding principal indebtedness to Lender under the Loan Agreement shall be Seventy-Nine Million Four Hundred Fifty Thousand and No/100 Dollars ($79,450,000.00). For the avoidance of doubt, such amount includes both the existing outstanding principal balance of $48,600,000.00 and the Incremental Draw of $30,850,000.00.
(d) Maturity. The maturity of the Incremental Draw shall be co-terminous with the existing stated maturity date of the Loan Agreement, which is August 1, 2027. All principal and accrued and unpaid interest with respect to the Incremental Draw shall be due and payable on or before such maturity date, subject to any earlier acceleration or prepayment provisions set forth in the Loan Agreement.
(e) Supplemental Documentation. PGV shall execute and deliver to Lender such supplemental loan documentation, supplemental promissory notes (including without limitation the Supplemental Promissory Note in the form attached hereto as Exhibit C), amendments to the Loan Agreement, UCC financing statement amendments, and such other documents and instruments as Lender may reasonably require to evidence, secure, and effectuate the Incremental Draw and to maintain the priority and perfection of Lender's security interests and liens in the Property and related collateral.
(f) Conditions to Funding. Lender's approval of the Incremental Draw is expressly subject to confirmation, as of the date of funding, that:
(i) no Event of Default (as defined in Section 8.01 of the Loan Agreement) has occurred and is continuing as of the date of the Incremental Draw;
(ii) all representations and warranties of Borrower set forth in the Loan Agreement and all other loan documents remain true and correct in all material respects as of the date of the Incremental Draw, with the same force and effect as though made on and as of such date (except to the extent any such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(iii) the debt service coverage ratio ("DSCR") covenant set forth in Section 6.03(a) of the Loan Agreement shall remain in compliance following the Incremental Draw, as calculated on a pro forma basis giving effect to the Incremental Draw and the increased debt service obligations resulting therefrom, using the trailing twelve-month net operating income of the Property as most recently reported to Lender; and
(iv) the loan-to-value ("LTV") covenant set forth in Section 6.03(b) of the Loan Agreement shall remain in compliance following the Incremental Draw, based on the most recent appraisal of the Property delivered to and accepted by Lender, or such updated appraisal as Lender may require in its reasonable discretion.
Section 4: Conditions to Effectiveness of Consents
The Consents granted herein shall not become effective until each of the following conditions (collectively, the "Conditions Precedent") shall have been satisfied to Lender's reasonable satisfaction, or waived by Lender in writing in its sole discretion:
(a) Redemption Agreement. Lender shall have received a fully executed counterpart original (or certified true copy) of the Redemption Agreement dated as of May 20, 2024, together with all exhibits, schedules, and ancillary documents thereto, in form and substance reasonably satisfactory to Lender.
(b) Settlement Agreement. Lender shall have received a fully executed counterpart original (or certified true copy) of the Mutual Release and Settlement Agreement dated as of May 20, 2024, between PCG, MSH, Dominic R. Pellegrino, and Nathaniel Cordero, in form and substance reasonably satisfactory to Lender.
(c) Assignment of Membership Interest. Lender shall have received a fully executed counterpart original (or certified true copy) of the Assignment of Membership Interest, in substantially the form attached hereto as Exhibit B, evidencing the transfer of the Redeemed Interest from MSH to PCG.
(d) Evidence of Cash Contribution. Lender shall have received satisfactory documentary evidence that the Cash Contribution of Twenty-Two Million and No/100 Dollars ($22,000,000.00) has been funded by PCG from its existing cash reserves and available liquidity, which evidence may include, without limitation, a wire transfer confirmation, a bank statement, or a custodial escrow letter from an escrow agent acceptable to Lender.
(e) Closing Certificates. Lender shall have received (i) a Closing Certificate executed by Marcus Thiel, in his capacity as Chief Financial Officer of PCG, certifying as to such matters as Lender may reasonably require, including without limitation confirmation of the accuracy of certain representations and warranties and the absence of any Event of Default, and (ii) a Closing Certificate executed by Nathaniel Cordero, in his capacity as Managing Member of MSH, certifying as to such matters as Lender may reasonably require, including without limitation confirmation of MSH's authority to consummate the transactions contemplated by the Redemption Agreement.
(f) Dismissal of Arbitration. Lender shall have received evidence satisfactory to Lender that the Arbitration Proceeding (JAMS Ref. No. 1440032871) has been dismissed with prejudice, or that the parties thereto have executed all documents necessary to effect such dismissal with prejudice promptly following the Closing.
(g) No Default Certificate. Lender shall have received an officer's certificate from PGV, executed by PCG acting in its capacity as sole Manager of PGV, and signed by an authorized officer of PCG, confirming that as of the date of the Closing, no Event of Default exists under the Loan Agreement and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute an Event of Default.
(h) Insurance Confirmation. Lender shall have received confirmation that valid and current managers' liability insurance coverage is in place under Atlantic Omnivrel Insurance Company Policy No. AFML-2022-08745 (or a successor policy providing substantially equivalent coverage), in amounts and with deductibles reasonably satisfactory to Lender, and that such coverage names Lender as an additional insured or loss payee, as applicable.
(i) Franchise Agreement Confirmation. Lender shall have received written confirmation, in form and substance reasonably satisfactory to Lender, that the franchise agreement by and between PGV and Aurelian Hotels & Resorts Inc. dated as of July 15, 2017 (the "Franchise Agreement"), with a stated expiration date of July 14, 2037, remains in full force and effect as of the date of the Closing, that PGV is not in default under the Franchise Agreement, and that the transfer of the Redeemed Interest from MSH to PCG does not constitute a default under, or require separate consent or approval pursuant to, the Franchise Agreement. Such confirmation may be in the form of a comfort letter or estoppel certificate issued by Aurelian Hotels & Resorts Inc. or its authorized representative.
(j) Payment of Lender's Fees and Expenses. Borrower shall have paid to Lender all of Lender's reasonable and documented out-of-pocket legal fees, costs, and expenses incurred in connection with the review, negotiation, preparation, and delivery of this Consent Letter and all related matters, including without limitation the fees and expenses of Lender's outside counsel, Hargrove, Dunlap & Castillo LLP.
(k) Additional Documents. Lender shall have received such other documents, instruments, agreements, opinions of counsel, certificates, and assurances as Lender may reasonably request in connection with the transactions contemplated by this Consent Letter to confirm that such transactions are consistent with and do not impair Lender's rights and remedies under the Loan Agreement and related loan documents.
Section 5: Representations and Acknowledgments of Borrower and PCG
By countersigning this Consent Letter in the spaces provided below, Borrower (acting through its Manager, PCG) and PCG each hereby represent, warrant, and acknowledge to Lender as follows:
(a) Accuracy of Representations and Warranties. All representations and warranties of Borrower set forth in the Loan Agreement and all other loan documents are true and correct in all material respects as of the date hereof and as of the date of the Closing (except to the extent any such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(b) No Default. No Event of Default under the Loan Agreement, and no event that with the passage of time or the giving of notice, or both, would constitute an Event of Default under the Loan Agreement, has occurred and is continuing as of the date hereof.
(c) Full Force and Effect. The Loan Agreement, as supplemented, confirmed, and ratified by this Consent Letter, remains in full force and effect and constitutes the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether enforcement is sought in a proceeding in equity or at law).
(d) Continued Operation of Property. The Property, commonly known as The Palmetto Grand Resort & Spa, located at 650 Mandalay Avenue, Clearwater Beach, Florida 33767, continues to be operated as a three hundred twelve (312)-room full-service luxury beach resort under the Aurelian Hotels & Resorts brand pursuant to the Franchise Agreement, and no event has occurred that materially and adversely affects the operation, condition, or value of the Property since the date of the most recent financial statements delivered to Lender.
(e) Refinancing Intention. Following the Incremental Draw, PGV intends to refinance the increased outstanding balance under the Loan Agreement; provided, however, that Borrower, PCG, and Lender each acknowledge and agree that the obligation of Borrower to repay the Incremental Draw and all other amounts owing under the Loan Agreement is absolute and unconditional and is not conditioned upon, or in any way subject to, the consummation of any such refinancing. The failure of PGV or PCG to obtain refinancing shall not constitute a defense to, or excuse for the nonpayment of, any obligation under the Loan Agreement.
Section 6: Reservation of Rights
Except as expressly set forth in this Consent Letter, nothing contained herein shall be construed or deemed to amend, modify, waive, supplement, or supersede any term, provision, condition, covenant, representation, warranty, or agreement set forth in the Loan Agreement or any other loan document executed in connection therewith. All terms, conditions, covenants, representations, warranties, and obligations of Borrower, PCG, Dominic R. Pellegrino, and any other obligor under the Loan Agreement and the related loan documents remain in full force and effect, unamended and unmodified, except to the extent expressly provided herein.
Lender expressly reserves all of its rights, remedies, powers, and privileges under the Loan Agreement, the Guaranty Documents, all other loan documents, applicable federal and state law, and principles of equity, all of which are hereby ratified and confirmed. Nothing contained in this Consent Letter shall be construed as a waiver of any right or remedy of Lender, whether arising under the Loan Agreement, any other loan document, by operation of law, or otherwise.
This Consent Letter shall not be deemed to establish any precedent or course of dealing with respect to any future request for consent, waiver, or approval by Borrower, PCG, or any other party under the Loan Agreement. Each such future request shall be evaluated by Lender independently, in its sole and absolute discretion (except where the Loan Agreement expressly requires Lender to act reasonably), without reference to or reliance upon the Consents granted herein.
Section 7: Miscellaneous Provisions
7.1 Governing Law
This Consent Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-law provisions that would cause the application of the laws of any jurisdiction other than the State of Florida. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Pinellas County, Florida, or the Middle District of Florida, Tampa Division, for purposes of any action, suit, or proceeding arising out of or relating to this Consent Letter.
7.2 Counterparts.  This Consent Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by portable document format (.pdf) or other electronic means) shall be as effective as delivery of an original executed counterpart.
7.3 Entire Agreement
This Consent Letter, together with the Loan Agreement, the Guaranty Documents, and all other documents and instruments referenced herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, agreements, representations, and warranties (whether oral or written) with respect to such subject matter.
7.4 Fees and Expenses
Borrower shall reimburse Lender for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, attorneys' fees and disbursements of Lender's outside counsel) incurred by Lender in connection with the preparation, review, negotiation, execution, and delivery of this Consent Letter and all documents and instruments contemplated hereby. Such reimbursement shall be made within thirty (30) days following Lender's delivery to Borrower of an invoice detailing such costs and expenses.
If the foregoing accurately reflects your understanding of the terms and conditions upon which Lender has agreed to grant the Consents described herein, please indicate your acknowledgment and agreement by signing and returning the enclosed counterparts of this Consent Letter.
Very truly yours,
GULF ATLANTIC NATIONAL BANK
By: ________
Name: Christine Delacroix
Title: Senior Vice President, Commercial Real Estate
Date: June 25, 2024
ACKNOWLEDGED AND AGREED:
BORROWER:
PALMETTO GRAND VENTURES LLC, a Florida limited liability company
By: Pellegrino Capital Group LLC, its Manager
By: ________
Name: Marcus Thiel
Title: Chief Financial Officer
Date: ________
PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company
By: ________
Name: Dominic R. Pellegrino
Title: Managing Member
Date: ________
ACKNOWLEDGED (for purposes of Sections 2 and 4 only):
MERIDIAN SHORES HOSPITALITY LLC, a Florida limited liability company
By: ________
Name: Nathaniel Cordero
Title: Managing Member
Date: ________
EXHIBITS AND ATTACHMENTS
The following exhibits and attachments are incorporated herein by reference and made a part of this Consent Letter:
Exhibit A: Copy of Redemption Agreement, dated as of May 20, 2024, by and between Pellegrino Capital Group LLC and Meridian Shores Hospitality LLC
Exhibit B: Form of Assignment of Membership Interest
Exhibit C: Form of Supplemental Promissory Note for Incremental Draw ($30,850,000.00)
cc:
Calderwood & Harkness LLP
Attention: Francesca Morano
801 Brickell Avenue, Suite 2800 Miami, Florida 33131
Hargrove, Dunlap & Castillo LLP
Attention: Victoria Castillo
1395 Brickell Avenue, Suite 3100 Miami, Florida 33131
Grantham, Pryce & Associates CPAs
Attention: Howard Grantham, CPA
4221 West Boy Scout Boulevard, Suite 600 Tampa, Florida 33607

GULF ATLANTIC NATIONAL BANK 201 East Pine Street Orlando, Florida 32801 Telephone: (407) 555-8200 Facsimile: (407) 555-8201

GULF ATLANTIC NATIONAL BANK

ACKNOWLEDGED AND AGREED:

BORROWER:

EXHIBITS AND ATTACHMENTS

Record

Parties

Dates

Amounts