vi It.? - ?3 WEST VIRGINIA DEVELOPMENT OFFICE If, rgmla USA 1900 Kanawha Boulevard East - Charleston,WV25305-03H (304) 558-2234 - (800) 982-3385 - ifFebnmy s, 2015 Mr. James Justice Chairman and CEO Greenbrier Hotel Corpomion 300 W. Meir: Street White Sulphur Springs, WV 24986 Deer Mr. Justice: The West Virginia Developmem Of?ce hes mnpieted its review of your tourism development project application and has. doteJmhed that it satis?es the criteria so: forth in W. Va. Code Amordingly, the WVDO hereby approves the Gremhrier Hotel Corpomion?s stems as an ?Approved Compony" under the West Virginia Tomim Developmem Act (the Based on the domentn?on provided'in your application, the total approved costs for your' project is 327.038.2132 and the maximum amount eligible for a oredit against the West Virginia consumer sales and use tax is $931635? consistent with the requirements set forth in the Act. The WVDO will provide you with a draft amen: to govern your participatioo in this program on or before Febmezy 16, 2015. In the meantime if you have any questions, please can Todd Hooker, Manager of Tourism Development. at 304- 558-2234. Congratulations on your aci?eVement. TOURISM DEVELOPMENT EXPANSION PROJECT AGREEMENT This Tourism Development Expansion Project Agreement (this ?Agreement?), dated and e??ective April 20, 2015, is between the West Virginia Development Of?ce, a division of the West Virginia Department of Commerce (the and The Greenhrier Hotel Corporation, a West Vlrginia Convention (the ?Greenbrier?) (sometimes, collectively, the RBCITALS A. The West Virginia Tourism Development Act is designed to induce the mention of new, or the expansion of existing, tourism development projects in West Virginia, as more speci?callyset forth in W. Va. Code et. seq. (the and C. The Greenmier submitted an application to the WVDO in accordance with the Act and incurred $27,038,282.00 in applicable development costs which directly relate to consoncting and completing the Expansion Project (the ?Approved Costs?); and E. The Expansion Project satis?es the de?nition of a tourism development expansion project under the Act and falls within the purview of the-Act; and . The Greenhrier opened the Expansion Project to the public on July 1, 2014; and o. By letter dated February 5, 2015, the ono granted the Expansioo Project ?nal approval and extended to the Greenhrier the status of ?Approved Company,? a copy of said letter being attached hereto as Exhibit 1; and H. The Act provides that an approved company is allowed a credit against applicable West Virginia Consumer Sales and Service Tax up to a maximum amount of thirty-?ve percent of approved costs if the tourism development project site is located adjacent to recreational property owned or leased by the state of West Virginia or the federal government; and I. The Expansion Project is located adjacent to Greenbrier State Forest, a property which is owned and operated by the state of West Virginia; and Tourism DeveIOpment Expansion Project Agreement Athletic Facility - Greenbrier Hotel Corporation April 20, 2015 J. The WVDO is authorized to enter into an agreement with an approved company with respect to its project under W. Va. Code and K. The Parties desire to enter into this Agreement to govern the duties and obligations of the Parties under the Act and during the term of this Agreement. Now, therefore, in consideration of the mutual covenants and obligations contained herein, the investment to develop the Expansion Project, and the proweds of the application fee, the Parties hereby agree as follows: - 1. Term. This Agreement begins on April 20, 2015, and terminates on December 31, 2025, or until such time that the Greenblier has exhausted its ability to seek a tax credit under the Act related to the Expansion Project. Approved Costs. a. The amount of Approved Costs for the Expansion Project shall not exceed Twenty-Seven Million Thirty-Eight Thousand Two Hundred Eighty-Two Dollars and no cents . The maximum amount eligible for a tax credit against the West Virginia Consumer Sales and Use Tax shall not exceed Nine Million Four Hundred Sixty- Three Thousand Three Hundred Ninety-Nine dollars and no cenw (the ?Eligible Tax Credit?). . The methodology used to calculate and certify the amount of Approved Costs complies with the requirements set forth in the Act. A copy of an Opinion letter from an independent certi?ed public accountant certifying the actual costs of the Project is attached hereto as Exhibit 2. 3. Completion Date and Opening- The Greenbrier completed and caused the Expansion Project to be open to the public cu July 1, 2014. 4. Eligibility Criteria. a. Short-Period Only. Given that the Bapansion Project was ?rst open to the public on or about July 1, 2014, the short-period during which the Project was ?rst open to the public occurred over an approximately ?ve-month period during the calendar year ending December 31, 2014. That short period spanned the approximately ?ve-month period beginning on or about July 1, 2014, and ending December 31, 2014. On or before April 30, 2015, the Greenbricr shall document and verify that: ZofS Tourism Development Expansion Project Agreement Athletic Facility - Greenbn'er Hotel Corporation April 20. 2015 il ii. Twenty-?ve percent or more of visitors to the Expansion Project over the preceding short-pelted were from outside the state of West Virginia; The Expansion Project was operating and open to the public for the prorated portion of 100 days (rounded to the nearest whole number) that is equal to the proportion that the number of days in the short?pe?od bears to 365 days. For example, given a beginning date of July 1, 2014, 183 days would remain in calendar year 2015. The calculation would be: 183da inth?short od . 365 days in the year 100 days 50 days (rounded) and No outstanding obligations are due or owing under West Virginia state tax and revenue laws for the calendar year ending on Decembm 31, 2014 or for any taxable period closing on or before December 31, 2014. b. Calendar Years Subsequent to the Short-Period. Given that the Expansion Project was ?rst open to the public on or about July 1, 2014, the ?rst full calendar year subsequent to the Project hating been open to the public will be the year beginning January 1, 2015. On or before April 15, 2016, and on or before each April 15 thereafter, the Greenhrier shall document and verify that: ii ii. Twenty??ve percent or more of visitors to the Expansion Project over the preceding calendar year were from outside the state of West Virginia; The Expansion Project was operating and open to the public for at least 100 days over the preceding calendar year; and No outstanding obligations are due or owing under West Virginia state tax and revenue laws for the preceding calendar year or for any taxable period closing on or before the end of the preceding calendar year. 5. Annual Report. For periods in which this Agreement remains in c??ect, within forty??ve calendar days after the end of each calendar year, beginning with the year ending December 31, 2015, the Greenbrier shall supply the WVDO with a written report certifying its compliance with the Eligibility Criteria set forth in paragraph 4(a) or 4(b) of this Agreement, as applicable. The WVDO will review and approve the contents of the Annual Report to certify to the West Virginia State Tax Commissioner that the Greenbrier is operating in compliance with the Act. 6. Recapture. For periods in which this Agreement remains in effect, if the Greenbrier fails to satisfy any of the Eligibility Criteria described in paragraph 4(a) or 4(b) of this SofS Tourism Development Expansion Project Agreement Athletic Facility - Greenbrler Hotel Corporation April 20, 2015 7' 9! 10. 11. Agreement, as applicable, in the short-period or in any calendar year, as applicable, the Greenbrier shall forfeit the allowable tourism development expansion tax credit with mopect to such short period or such calendar year and pay the applicable recapture tax required under the Act. Transferabiljty of Credit. The Greenbrier may transfer the Eligible Tax Credit to an eligible successor company subject to the written consent of the WVDO, which consent shall not be unreasonably withheld. An eligible successor company is any company that continues to operate the Expansion Project in a manner satisfactory to the WVDO and meets the Eligibility Requirements set forth in paragraph 4(a) and 4(b) of this Agreement, as applicable. Notices. Each party giving or making any notice, request, demand, or other communication (for each, a ?Noticc?? under this Agreement, shall give the Notice in uniting and deliver that Notice via registered mail or email. Such notice shall be effective upon receipt. a. To the Ann: Todd Hooker State Capitol Building 6, Room 504 Charleston, WV 25305 b. To the Greenbrier: Atto: James Terry Miller, CFO and Treasurer The Greenbrier Hotel Corporatioo 300 West Main St. White Sulphur Springs, WV 24986 Further Assurances. The Greenbrier shall furnish the WVDO such ?lrther infoimation or assurances, execute and deliver such additional documentation, agreements, or instruments, and take such other actions and do such other things, as may be reasonably necessary in the opinion of Counsel to the WVDO, to satisfy the provisions of the Act and this Agreement. Applicable Law. This Agreement shall be construed and the rights of the Parties governed by the laws of the State of West Virginia. Amendments. This Agreement may be amended only by a written document signed by each of the Parties, and only upon 30 days prior notice. 40f5 Tourism Development Expansion Project Agreement Athletic Facility - Greenbrier Hotel Corporation April 20, 2015 THE GREEN BRIER HOTEL CORPORATION By: - times Terry Miller Its: CFO and Treasurer WEST DEVELOPMENT OFFICE Iis: Execu?v: Director Sof5 WEST VIRGINIA DEVELOPMENT OFFIC Westl?rginia 1900 Kanawha Boulevard East -Charleston,W25305?03H {304} 558-2234 . (800} 982-3385 - August 31, 2015 Mr. James Justice Chairman and CEO Greenbrier Hotel Corporation 300 W. Main Street White Sulphur Springs, WV 24986 Re: Approved Company Status for Tennis Stadium and Wedding Chapel Tourism Development Act Expansion Project Tax Credit Application Dear Mr. Justice: The West Virginia Development Office has completed its review of the above-referenced tourism development expansion project application and has determined that it satis?es the criteria set forth in W. Va. Code Accordingly, the WVDO hereby approves the Greenbrier Hotel Corporation?s status as an ?Approved Company" under the West Virginia Tourism Development Act (the "Act?) for this expansion project. Based on the estimated deveIOpment costs described in your application, the total approved project cost is $11,505,000.00, and the maximum amount eligible for a credit against the West Virginia consumer sales and use tax would be $4,026,750.00, subject to the requirements set forth in the Act. Please provide this office with a certi?cation of the actual costs incurred to construct and open the expansion projects to the public as soon as possible so that the WVDO can prepare an agreement to govern your participation in the tourism development program. in the meantime, if you have any questions, please call Todd Hooker, of my staff, at {304) 558-2234. Congratulations on your achievement. Sincerely, Kbiteh cc: Todd Hooker TENNIS STADIUM AND WEDDING CHAPEL TOURISM DEVELOPMENT EXPANSION PROJECT AGREEMENT This Tennis Stadium and Wedding Chapel Tourism Development Expansion Project Agreement (this dated and effective January 20, 2016, is between the West Virginia Development O?iee, a division of the West Virginia Departurent of Commerce (the and The Greenbrler Hotel Corporation, a West Virginia Corporation (the "Greenbrier'? (sometimes, collectively, the ?Parties?). RECITALS A. The West Virginia Tourism Development Act is designed to induce the creation of new, or the expansion of existing, tourism development projects in West Virginia, as more Speci?cally set forth in W. Va. Code et. seq. (the and B. The Act provides that an approved company is allowed a credit against applicable West Virginia Consumer Sales and Service Tax up to a maximum amount of thirty-?ve percent of approved costs if the tourism development project site is located adjacent to recreational property owned or leased by the state of West Virginia or the federal government; and C. The Greenbrier constructed a mold-use tennis stadium and wedding chapel at the Greenbrier Resort in White Sulphur Springs, West Virginia with its primary purpose being to expand existing tourism opportunities in West Virginia (the ?Expansion Projects?); and D. The Greenbrier submitted an application to the in accordance with the Act and estimated that it Would incur certain development costs which directly relate to constructing and completing the Expansion Projects; and E. The WVDO is the state agency charged with approving tourism development expansion project applications under the Act and granting project applicants the status of ?Approved Company" on behalf of the state of West Virginia; and F. The Expansion Projects satisfy the de?nition of a tourism development expansion project under the Act and fall within the purview of the Act; and G. The Greenbrier opened the ?rst component of the Expansion Project, the mold-use tennis stadium, to the public on or about June 20, 2015; and the second component of the Expansion Project, the wedding chapel on or about September 11, 2015; and H. By letter dated August 28, 2015, the WVDO granted the Expansion Projects ?nal approval and extended to the Greenbrier the status of ?Approved Company," a copy of said letter being attached hereto as Exhibit 1; and Tourism Development Expansion Project Agreement Tennis Stadium a Wedding Chapel Greenbrier Hotel Corporation January 10. 2016 I. By letter dated December 11, 2015, the certi?ed public accounting ?rm Hess, Stewart, Campbell, PLLC, certi?ed the actual total costs expended by the Grceoh?er to complete the Expansion Projects, a copy of said letter being attached hereto as Exhibit 2; and J. By letter dated January 20, 2016, the WVDO noti?ed the Greenbrier of the maximum amount of credit eligible to the Greenbrier based upon the approved costs certi?ed by Hess, Stewart, do Campbell, PLLC, a copy of said letter being attached hereto as Exhibit 3; and K. The Ezrpansion Project is located adjacent to Greenbrier State Forest, a property which is owned and operated by the state of West Virginie; and L. The WVDO is authorized to enter into an agreement with an approved company with respect to its project under W. Va. Code sn-ze-o; and M. The Parties desire to enter into this Agreement to govern the duties and obligations of the Parties under the Act and during the term of this Agreement. ow, therefore, in consideration of the mutual covenants and obligations contained herein, the investment to develop the Expansion Project, and the proceeds of the application fee. the Parties hereby agree as follows: 1. Term. This Agreement begins on January 20, 2016, and temiinates on December 31, 2025, or until such time that the Greenbrier has exhausted its ability to seek a tax credit under the Act related to the Expansion Projects. For purposes of this Agreement the base year for purposes of determining the ?base tax revenue arnount? under the Act shall be the twelve month period ending on September 1, 2015. 2. Approved Costs. a. The amount of Approved Costs for the Expansion Project shall not exceed Fifteen Million Seven Hundred Ninety-Three Thousand Nine Hundred Fifty Four Dollars and no cents (515.793.954.00); 5. The maximum amount eligible for a tax credit against the West Virginia Consumer Sales and Use Tax shall not exceed Five Million Five Hundred Nonty~Seven Eight Hundred Eighty Three Dollars and Ninety Cents ($5,527,883 .90) (the "Eligible Tax Credit?); and e. The methodology used to caiculate and certify the amount of Approved Costs shall comply with the requirements set forth in the Act. 3. Completion Date and Opening. The Greenbrier completed and caused the Tennis Stadium to be upon to the public on or about June 20, 2015, and the Wedding Chapel to be open to the public on or about September ll, 2015. For purposes of this Agreement, the acts Tourism Development Expo Project Agreement Tennis Stadium 8: Chapel - Greenbrler Hotel Corporation January 20, 2015 completion date for the Expansion Projects shall be September 11, 2015 (the ?Completion Date?). 4. Eligibility Criteria. a. Short-Period Only. Given that the Expansion Project was fully completed and open to the public on or about September 11, 2015, the short-period during which the Project was ?rst Open to the public occurred over an approximately three and two-thirds month period during the calendar year ending December 31, 2015. That short period spanned the approximame three and two~thirds month period beginning on or about September 11, 2014, and ending December 31, 2015. On or before April 30, 2016, the Greenbricr shall document and verify that: a lo ii. Twenty-?ve percent or more of visitors to the EXpansion Project over the preceding short-period were from outside the state of West Virginia; The Expansion Project was operating and open to the public for the prorated portion of 100 days (mended to the nearest whole number) that is eqmal to the proportion that the number of days in the short-period bears to 365 days. . For example, given a beginning date of September 1 1, 2015, 1 1 days would remain in calendar year 2015. The calculation would be: 111da intheshon eriod 100 days on days (rounded) and No outstanding obligations are due or owing under West Virginia state tax and revenue laws for the calendar year ending on December 31, 2015 or for any taxable period closing on or before December 31, 2015. in. Calendar Years Subsequent to the Short-Period. Given that the Expansion Project was ?tlly completed and open to the public on or about September 11, 2015, the ?rst calendar year subsequent to the Project having been open to the public will be the year beginning January 1, 2016. On or before April 15, 2017, and on or each April 15 thereafter, the Grecnbrier shall document and verify that: il it. Twenty-?ve percent or more of visitors to the Expansion Project over the preceding calendar year were from outside the state of West Virginia; The Expansion Project was operating and open to the public for at least 100 days over the preceding calendar year; and 30f5 Tourism Development Expansion Project Agreement Tennis Stadium 8: Wedding Chapel - Greenbrler Hotel Corporation January 20, 2016 7. 8. No outstanding obligations are due 0r owing under West Virginia state tax and revenue laws for the preceding calendar year or for any taxable period closing on or before the end ofthe preceding calendar year. Annual Report. For periods in which this Agreement mains in o?'ect, within forty-?ve calendar days alter tho end of each calendar year, beginning with the yearonding December 31, 2016, the Grecnhrier shall supply the WVDO with a written report certifying its compliancc with the Eligibility Criteria set forth in paragraph 4(a) or 4(b) of this Agreement, as applicable. The WVDO will review and appJ-oVo the contents of the Annual Report to certify to the West Virginia State Tax Commissioner that the Greenbrier is operating in compliance with the Act. Receptor-c. For periods in which this Agreement remains in effect, if the Greenbticr fails to satis?r any of the Eligibility Criteria described in paragraph 4(a) or 4(b) of this Agreement. as applicable, in the short-period or in any calendar year, as applicable, the Groonbrier shall forfeit the alloWablc tourism development expansion tax credit with respect to such short period or such calendar year and pay the applicable recapture tax required under the Act. Transferability of Credit. The Greenbricr may transfer the Eligible Tax Credit to an eligible successor company subject to the mitten consent of the WVDO, which consent shall not be omeasonably withheld. An eligible successor company is any company that continues to operate the Espansion Project in manner satisfactory to the WVDO and meets the Eligibility Requirements set forth in paragraph 4(a) and 4(b) of this Agreement, as applicable. Notices. Each party giving or making any notice, request, demand, or other communication (for each, a Notice") tmder this Agreement, shall give the Notice in writing and deliver that Notice via registered mail or email. Such notice shall be e?'cctive upon receipt. 8.. To the WVDO: Attn: Todd Hooker State Capitol Building 6. Room 504 Charleston, WV 25305 b. To the Attn: James Tony Miller, CFO and Treasurer The Greenbrier Hotel Corporation 300 West Main St. White Sulphur Springs, WV 24986 40f5 Tourism Development Expansion Project Agreement Tennis Stadium Wedding Chapel - Greenbrler Hotel Corporation January 20, 2015 9. Further Assurances. The Greenbrior shall furnish the WVDO such ?mher information or assmances, execute and deliver such additional docummts?on. agrocmonts, or histrumonts, and take such o?wr actions and do such other things, as my be mombly accessory in the opinion of Counsel to the WVDO, to satisfy the provisions ofthe Act and this Agreement. 10. Applicable Law. This Agreement shall be construed and the rights of the Parties governed by the laws of the State of West Virginia. 11. Amendments. This AW may be amended only by a writton document signed by each of the: Parties, and only upon 30 days prior notice. 12. Counterparts. This Agreement may be executed in comm-pom, ouch of which shall be shall THE GREENBRIER HOTEL CORPORATION - Janos Ton-y Miller Its: CFO and Treasurer WEST VIRGINIA DEVELOPMENT OFFICE Sof5 . WEST DEVELOPMENT omce West Virgin? w? . USA . 1900 Kanawha Boulevard East - Charleston, WV 25305-0311 (304) 558*2234 - (800} 982-3386 - W003i? January 20, 2016 Mr. James Justice Chairman and CEO Gxeenbrier Hooei Corporation 300 W. Main Street White Sulphur Springs, West Virginia 24986 Re: Amendment of Approved Costs for Tennis Stadium and Wedding Chapel Tourism Development Act Expansion Project Tax Credit Application Dear Mr. Justice: By letter dated August 2015, the West Virginia Development Of?ce noti?ed the Greenbricr Hotel ?on of its status as an approved compeny under the West Virginia Tourism Development Act (the ?Act'? for the above-teihenced tourism development expansion projects, and established a maximum credit available to your company under the program based on the estimated development costs in the application. The WVDO is in receipt of a letter dated December It, 2015, item Hess, Stewart d: Campbell, PLLC, certifying the actual total costs expended to complete development of the expansion projects. After reviewing the certi?ed costs submitted by Hess, Stewmt, the total approved project cost is hereby revised as $15,793,954.00, and the maximum amount eligible for a credit against the West Virginia consumer sales and use tax is $5,527,383.90, subject to the requirements set forth in the Act. Ifyou have any questions, please can Todd Hooker ot?my sta??nt (304) 558-2234. ENCLOSURE cc: Todd Hooker Exhibit 3 WEST VIRGINIA DEVELOPMENT OFFICE West Virginia . . . USA l900 Kanawha Boulevard East -Charleston. WV 25305-03ii {304} 558-2234 . [800) 982-3386 - January 12, 2017 Mr. James Terry Miller CFO and Treasurer The Greenbrier Hotel Corporation 300 West Main Street white Sulphur Springs, WV 24986 Dear Mr. Miller: The West Virginia Development Of?ce requires certain information annually so that it can certify to the Tax Commissioner that the approved company is in compliance with the law. The foundation for this requirement can be found in WV Code 58-2 E-8lc). The specific information is as follows: 1. The need for approved companies to provide evidence annually that a minimum of 25 percent of annual attendance is attracted from outside the state. (WV Code . 2. The need for approved companies to provide evidence annual iy that the project was open to the public for at least 100 days. (WV Code 58-2 3. Certificates of Good Standing. (WV Code SB-ZE-Slailal. When providing the certi?cates discussed above; the approved company must also provide the West Virginia Development Of?ce with Certificates of Good Standing in regards to workers compensation, employment programs, and state tax and revenue laws. it should be noted that these Ce rti?cates of Good Standing are to be effective at the beginning of Calendar Year 2016. Should you have any questions, please do not hesitate to contact me at (304) 558-2234. Sincerely, . w/f Todd E. Hooker Deputy Director Business and Industrial Development TEH/sjl TELEPHONE (304} see-inc FACSIMILE (304) 535-7554 300 WEST MAIN STREET - SULPHUR SPRINGS - WEST 24986 September 8, 2017 West Virginia Department of Commerce West Virginia Development Of?ce State Capitol Building 6, Room 504 Charleston, WV 25305 RE: Greenbrier Tennis Stadium and Wedding Chapel Tourism Development Expansion Project Effective January 20, 2016 Please be advised that we choose to select the one-year deferral option in recapturing the tax credit authorized for the Tennis Stadium/Wedding Chapel Expansion Project. Because of the June 23, 2016 ?ood and our extended slow recovery from that catastrophe we have been unable to generate adequate revenue which would allow for the necessary incremental WV sales tax to apply the credit against. We may be able to use a small portion of this credit by the end of 2017, and possibly the full annual credit in 2018. The Greenbrier appreciates your forbearance in administering this credit and can assure you that we will keep you updated on all future activity, the 2016 ?ood really hindered our ability to stay on top of many important issues in the business. Sincerely, - imam.? Mx Vice President of Operations WHERE THE VACATION SEASON NEVER ENDS