Choice Hotels Holdings Inc Sample Contracts

Sunburst Hospitality Corp – RIGHTS AGREEMENT (November 6th, 2000)

Exhibit 4.2 AMENDMENT NO. 1 dated as of September 20, 2000 to RIGHTS AGREEMENT between SUNBURST HOSPITALITY CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Amendment No. 1 (this "Amendment"), dated as of September 20, 2000, to the Rights Agreement, dated as of February 23, 1998, between Sunburst Hospitality Corporation, a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York corporation (the "Rights Agent"), as successor to ChaseMellon Shareholder Services L.L.C. Each capitalized term that is used, but not defined, herein shall have the meaning specified in the Rights Agreement. WHEREAS, the Com

Sunburst Hospitality Corp – CERTIFICATE OF INCORPORATION (September 25th, 2000)

Exhibit C1 ---------- Form of Amended Restated Certificate of Incorporation of Surviving Corporation ------------------------------------------------------------------------------ AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNBURST HOSPITALITY CORPORATION Sunburst Hospitality Corporation (the "Corporation"), a corporation incorporated on June 27, 1996 and existing under and by virtue of the General Corporation Law of the State of Delaware (the "GCL"), hereby certifies as follows: FIRST: The board of directors of the Corporation (the "Board of Directors") adopted a resolution proposing and declaring advisable the following amendments to and restatement of the Amended and Restated Certificate o

Sunburst Hospitality Corp – CERTIFICATE OF MERGER (September 25th, 2000)

Exhibit B1 ---------- Form of Certificate of Merger ----------------------------- CERTIFICATE OF MERGER Nova Finance Company LLC (a Delaware limited liability company) INTO Sunburst Hospitality Corporation (a Delaware corporation) The undersigned corporation organized and existing under and by virtue of the laws of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the name and state of domicile of each of the constituent business organizations of the merger is as follows: NAME STATE OF DOMICILE Nova Finance Company LLC

Sunburst Hospitality Corp – Sunburst Hospitality Announces Agreement to be Acquired by Shareholder Group (September 25th, 2000)

EXHIBIT 99.1 Contact: Douglas H. Verner Senior Vice President, General Counsel Secretary (301) 592-3890 Pamela M. Williams Vice President, Assistant General Counsel Assistant Secretary (301) 592-3891 Sunburst Hospitality Announces Agreement to be Acquired by Shareholder Group SILVER SPRING, MD (September 20, 2000) Sunburst Hospitality Corporation (NYSE: SNB), a hotel ownership and management company, announced today that it has entered into a definitive agreement to be acquired by a group of Sunburst's existing shareholders and management including Stewart Bainum Jr., Chairman of Sunburst's Board of Directors, James A. MacCutcheon, Chief Financial Officer, other members of the management of Sunburst and other members of the Bainum family. The transaction, which is structured as a recapitalization that requires shareholder

Sunburst Hospitality Corp – RECAPITALIZATION AGREEMENT (September 25th, 2000)

EXHIBIT 99.2 RECAPITALIZATION AGREEMENT dated as of September 20, 2000 between SUNBURST HOSPITALITY CORPORATION and NOVA FINANCE COMPANY LLC TABLE OF CONTENTS Page ---- ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions............................................... 2 ARTICLE 2 THE MERGER SECTION 2.01.

Sunburst Hospitality Corp – EXCHANGE AND VOTING AGREEMENT (September 25th, 2000)

Exhibit A1 ---------- Exchange and Voting Agreement ----------------------------- A-1 EXCHANGE AND VOTING AGREEMENT AGREEMENT dated as of September 18, 2000, among Nova Finance Company LLC, a Delaware limited liability company ("Merger Subsidiary"), Sunburst Hospitality Corporation, a Delaware corporation (the "Company"), and each of the persons listed on Schedule A hereto (each, a "Shareholder" and, collectively, the "Shareholders"). BACKGROUND 1. Immediately after the execution and delivery of this Agreement, Merger Subsidiary, a limited liability company formed by the Shareholders, and the Company are entering into a Recapitalization Agreement (the "Recapitalization Agr

Sunburst Hospitality Corp – PUT/CALL AGREEMENT (May 9th, 2000)

EXHIBIT 10.26 PUT/CALL AGREEMENT ------------------ PUT/CALL AGREEMENT (the "Agreement"), dated as of March 27, 2000, by and between SUNBURST HOSPITALITY CORPORATION, a Delaware corporation ("Sunburst") and CHOICE HOTELS INTERNATIONAL, INC., a Delaware corporation ("Choice"). R E C I T A L S: - - - - - - - - A. Sunburst or its subsidiaries (collectively, "Sunburst") is the owner of the Assets (as hereinafter defined). B. Contemporaneously with the execution and delivery of this Agreement, Sunburst and Choice are entering into a certain second omnibus amendment agreement (the "Omnibus Amendment") dated February 29, 2000, pursuant to which Sunburst and Choice are amending certain provisions of the Transaction Documents (as defined in the Omnibus Amendment). C

Sunburst Hospitality Corp – SECOND OMNIBUS AMENDMENT AGREEMENT (March 30th, 2000)

SECOND OMNIBUS AMENDMENT AGREEMENT THIS SECOND OMNIBUS AMENDMENT AGREEMENT (this "Agreement") is made this 29th day of February, 2000 by and between CHOICE HOTELS INTERNATIONAL, INC., a Delaware corporation ("Choice"), and SUNBURST HOSPITALITY CORPORATION, a Delaware corporation ("Sunburst"). WHEREAS, in connection with the spin-off of Choice by Sunburst (the "Spin-off"), Choice and Sunburst entered into a Strategic Alliance Agreement (the "Strategic Alliance Agreement") dated October 15, 1997 pursuant to which, among other things, the parameters of the operating relationship between Choice and Sunburst with regard to matters of mutual interest are set forth; WHEREAS, in connection with the Spin-off, Choice and Sunburst also entered into a Noncompetition Agreement dated October 15, 1997 (the "Noncompetition Agreement"); WHEREAS, in connection with the Spin-off, Choice and Sunburst entered into a Distribution Agreement

Sunburst Hospitality Corp – CREDIT AGREEMENT (March 31st, 1998)

Exhibit 4.02 CONFORMED COPY ================================================================================ CREDIT AGREEMENT Dated as of October 15, 1997 among SUNBURST HOSPITALITY CORPORATION, as Borrower, THE LENDERS NAMED HEREIN, and THE CHASE MANHATTAN BANK, as Agent ================================================================================ [CS&M Ref. No. 6700-462] TABLE OF CONTENTS ARTICLE I Definitions

Sunburst Hospitality Corp – RIGHTS AGREEMENT (March 11th, 1998)

=============================================================================== SUNBURST HOSPITALITY CORPORATION and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent RIGHTS AGREEMENT Dated as of February 23, 1998 =============================================================================== TABLE OF CONTENTS Page Section 1. Certain Definitions..............................................1 Section 2. Appointment of Rights Agent......................................9 Section 3. Issue of Right Certificates......................................9 Section 4. Form of Right Certificates......................................11 Section 5. Countersignature and R

Sunburst Hospitality Corp – INDENTURE (February 19th, 1998)

EXHIBIT 4.1 -------------------------------------------------------------------------------- SUNBURST HOSPITALITY CORPORATION as issuer --------------------------------- FORM OF INDENTURE Dated as of _________, 199_ --------------------------------- [Name of Trustee] Trustee -------------------------------------------------------------------------------- TABLE OF CONTENTS PAGE ----

Sunburst Hospitality Corp – SUBORDINATED NOTE (December 17th, 1997)

Exhibit 99.01 ------------- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. SUNBURST HOSPITALITY CORPORATION SUBORDINATED NOTE DUE OCTOBER 15, 2002 $115,000,000 October 15, 1997 SUNBURST HOSPITALITY CORPORATION, a Delaware corporation ("Payor"), for value received, promises to pay to the order of Choice Hotels International, Inc. ("Payee") the principal amount of ONE HUNDRED AND FIFTEEN MILLION DOLLARS ($115,000,000), together with accrued interest thereon, each calculated and payable only as and to the extent set forth below in this Note. The principal

Choice Hotels International Inc – PILOT SERVICES AGREEMENT (October 29th, 1997)

Exhibit 99.13 PILOT SERVICES AGREEMENT ------------------------ This Agreement, made and entered into this 15th day of October, 1997, by and between Manor Care, Inc., a Delaware corporation, with principal offices at 11555 Darnestown Road, Gaithersburg, Maryland 20878 ("Manor Care") and Choice Hotels International, Inc., a Delaware corporation (to be renamed Sunburst Hospitality Corporation), with principal offices at 10770 Columbia Pike, Silver Spring, Maryland 20901 ("Choice"). WITNESSETH, that WHEREAS, Manor Care has five (5) full-time pilots, and three (3) contract pilots. NOW THEREFORE, each party declaring their mutual intention to enter into and be bound by this PILOT SERVICES AGREEMENT, and for the good and valuable consideration set forth below, hereby covenant and agree as follows: 1. Ma

Choice Hotels International Inc – DISTRIBUTION AGREEMENT (October 29th, 1997)

Exhibit 99.01 DISTRIBUTION AGREEMENT BETWEEN CHOICE HOTELS INTERNATIONAL, INC. (TO BE RENAMED SUNBURST HOSPITALITY CORPORATION) AND CHOICE HOTELS FRANCHISING, INC. (TO BE RENAMED CHOICE HOTELS INTERNATIONAL, INC.) DATED AS OF OCTOBER 15, 1997 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (this "Agreement") is made as of this 15th day of October, 1997 between Choice Hotels International, Inc., a Delaware corporation, to be renamed Sunburst Hospitality Corporation ("Choice") and Choice Hotels Franchising, Inc., a Delaware corporation and wholly owned subsidiary of Choice, to be renamed Choice Hotels International, Inc. (

Choice Hotels International Inc – TIME SHARING AGREEMENT (October 29th, 1997)

Exhibit 99.14 TIME SHARING AGREEMENT This agreement, made and entered into this 15th day of October, 1997 (the "Effective Date") by and between Manor Care, Inc., a Delaware corporation with principal offices at 11555 Darnestown Road, Gaithersburg, MD 20878, (together with its successors and permitted assigns, "LESSOR"), and Choice Hotels International, Inc., a Delaware corporation (to be renamed Sunburst Hospitality Corporation) with principal offices at 10770 Columbia Pike, Silver Spring, Maryland 20901 (together with its successors and permitted assigns, "LESSEE"). W I T N E S S E T H ------------------- WHEREAS, LESSOR leases two civil AIRCRAFT bearing the United States Registration Number N697MC, a Cessna Citation III (serial #C650-097), and United States Registration N6885P, a Cessna Conquest I (serial #C452-0143)

Choice Hotels International Inc – NONCOMPETITION AGREEMENT (October 29th, 1997)

Exhibit 99.03 NONCOMPETITION AGREEMENT ------------------------ THIS NONCOMPETITION AGREEMENT ("Agreement") is made and entered into as of October 15, 1997, by and between Choice Hotels International, Inc., a Delaware corporation which is to be renamed Sunburst Hospitality Corporation ("Choice"), and Choice Hotels Franchising, Inc., a Delaware corporation which is to be renamed Choice Hotels International, Inc. ("Franchising"). As used in this Agreement, the terms "Choice" and "Franchising" shall mean Choice and Franchising, as the case may be, and their respective Subsidiaries and Affiliates. WHEREAS, prior to the Distribution Date (as defined below), Franchising was a wholly owned subsidiary of Choice; and the Franchising Business (as defined herein) and the Hospitality Business (as defined herein) were operated by Choice, its d

Choice Hotels International Inc – ASSIGNMENT OF EMPLOYMENT AGREEMENT (October 29th, 1997)

Exhibit 99.10 ASSIGNMENT OF EMPLOYMENT AGREEMENT ---------------------------------- This Assignment of Employment Agreement ("Assignment") dated this 15th day of October, 1997 between Choice Hotels International, Inc. (to be renamed Sunburst Hospitality Corporation)("Choice"), a Delaware corporation, Choice Hotels Franchising, Inc. (to be renamed Choice Hotels International, Inc.)("Franchising"), a Delaware corporation, and William R. Floyd ("Employee"). WHEREAS, Choice and Employee have entered in an Employment Agreement (the "Agreement") dated as of September 30, 1996; WHEREAS, Choice is in the process of spinning off its franchising business and assets to shareholders in a tax-free distribution of the shares of Franchising (the "Spinoff") and as part of the Spinoff, Choice desires to assign all of its right, title and interest in the Agreement to Franch

Choice Hotels International Inc – TAX SHARING AGREEMENT (October 29th, 1997)

Exhibit 99.07 TAX SHARING AGREEMENT THIS AGREEMENT, executed this 15th day of October 1997, is entered into by and among Choice Hotels Franchising, Inc. (to be renamed Choice Hotels International, Inc.), a Delaware corporation ("Choice"), Choice Hotels International, Inc. (to be renamed Sunburst Hospitality Corporation ) a Delaware corporation ("Sunburst"), and all direct and indirect subsidiaries of one or both of Choice and Sunburst. RECITALS A. Choice, Sunburst, and the subsidiaries of Choice and Sunburst have heretofore joined in filing consolidated federal income tax returns under the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable Treasury Regulations promulgated thereunder by the Treasury Department (the "Regulations") and have heretofore joined in filing certain consolidated, combined, and unitary sta

Choice Hotels International Inc – EMPLOYEE BENEFITS ADMINISTRATION AGREEMENT (October 29th, 1997)

EXHIBIT 99.05 EMPLOYEE BENEFITS ADMINISTRATION AGREEMENT ------------------------------------------ THIS AGREEMENT (this "Agreement") is made and entered into as of October 15, 1997, by and between Choice Hotels Franchising, Inc. (to be renamed Choice Hotels International, Inc.) a Delaware corporation ("Choice") and Choice Hotels International, Inc. (to be renamed Sunburst Hospitality Corporation) a Delaware corporation ("Sunburst"). R E C I T A L S WHEREAS, pursuant to a Distribution Agreement (the "Distribution Agreement") dated as of October 15, 1997, Sunburst and Choice have agreed to enter into an employee benefits administration agreement with the terms and conditions set forth herein; and WHEREAS, in accordance with said Distribution Agreement, Sunburst and Choice also have entered into an Employee Benefits & Other Employment Mat

Choice Hotels International Inc – ASSIGNMENT OF EMPLOYMENT AGREEMENT (October 29th, 1997)

Exhibit 99.11 ASSIGNMENT OF EMPLOYMENT AGREEMENT ---------------------------------- This Assignment of Employment Agreement ("Assignment") dated this 15th day of October, 1997 between Choice Hotels International, Inc. (to be renamed Sunburst Hospitality Corporation)("Choice"), a Delaware corporation, Choice Hotels Franchising, Inc. (to be renamed Choice Hotels International, Inc.)("Franchising"), a Delaware corporation, and Thomas Mirgon ("Employee"). WHEREAS, Choice and Employee have entered in an Employment Agreement (the "Agreement") dated as of February 10, 1997; WHEREAS, Choice is in the process of spinning off its franchising business and assets to shareholders in a tax-free distribution of the shares of Franchising (the "Spinoff") and as part of the Spinoff, Choice desires to assign all of its right, title and interest in the Agreement to Franch

Choice Hotels International Inc – TAX ADMINISTRATION AGREEMENT (October 29th, 1997)

Exhibit 99.06 TAX ADMINISTRATION AGREEMENT ---------------------------- THIS AGREEMENT (this "Agreement") is made and entered into as of October 15, 1997 by and between CHOICE HOTELS INTERNATIONAL, INC. (to be renamed Sunburst Hospitality Corporation, a Delaware corporation ("Sunburst"), and CHOICE HOTELS FRANCHISING, INC. (to be renamed Choice Hotels International, Inc.), a Delaware corporation ("Choice"). RECITALS WHEREAS, pursuant to a Distribution Agreement (the "Distribution Agreement" dated as of October 15, 1997, Choice and Sunburst have agreed to enter into this agreement relating to certain tax administration matters on the terms and conditions set forth herein; and WHEREAS, Choice shall retain the personnel and systems formerly utilized in the administration of the services described herein; and W

Choice Hotels International Inc – STRATEGIC ALLIANCE AGREEMENT (October 29th, 1997)

Exhibit 99.02 STRATEGIC ALLIANCE AGREEMENT ---------------------------- This Strategic Alliance Agreement (this "Agreement") is entered into as of the 15th day of October, 1997 (the "Effective Date") by and between Choice Hotels Franchising, Inc., which intends to change its name to Choice Hotels International, Inc. ("Franchising") and Choice Hotels International, Inc., which intends to change its name to Sunburst Hospitality Corp. ("Realco") (collectively, the "Parties"), with respect to the following: WHEREAS, Realco is the common parent of a consolidated group that includes as one of its subsidiaries Franchising; WHEREAS, Realco is engaged in the buying, developing and operating of hotel properties; WHEREAS, Franchising is engaged in franchising and managing hotels and in providing various services for its franchisees to strengthen par

Choice Hotels International Inc – OFFICE SUBLEASE (October 29th, 1997)

Exhibit 99.08 OFFICE SUBLEASE by and between Choice Hotels Franchising, Inc. a Delaware corporation (to be renamed Choice Hotels International, Inc.) "Subtenant" and Choice Hotels International, Inc. a Delaware corporation (to be renamed Sunburst Hospitality Corporation) "Sublessor" at 10720, 10750, and 10770 Columbia Pike Silver Spring, MD 20901 OFFICE SUBLEASE This Sublease is entered into this 15th day of October 1997, by and between Choice Hotels International, Inc., a Delaware cor

Choice Hotels International Inc – AGREEMENT (October 29th, 1997)

Exhibit 99.15 AMENDED AND RESTATED AGREEMENT --------- This Amended and Restated Agreement ("Agreement") dated this 15th day of October, 1997 between Choice Hotels International, Inc. (to be renamed Sunburst Hospitality Corporation) ("Employer"), a Delaware corporation with principal offices at 10770 Columbia Pike, Silver Spring, Maryland 20901, and Stewart Bainum, Jr. ("Employee"), amends and restates that certain Agreement dated November 1, 1996 between Employee and Employer setting forth the terms and conditions governing the employment relationship between Employee and Employer. 1. Employment. During the term of this Agreement, as hereinafter ---------- defined, Employer hereby employs Employee as Executive Chairman. Employee hereby accepts such employment upon the terms and cond

Choice Hotels International Inc – CORPORATE SERVICES AGREEMENT (October 29th, 1997)

Exhibit 99.09 CORPORATE SERVICES AGREEMENT ---------------------------- THIS AGREEMENT (this "Agreement") is made and entered into as of October ___, 1997, by and between CHOICE HOTELS INTERNATIONAL, INC. (to be renamed Sunburst Hospitality Corporation), a Delaware corporation ("Sunburst"), and CHOICE HOTELS FRANCHISING, INC. (to be renamed Choice Hotels International, Inc.), a Delaware corporation ("Choice"). RECITALS WHEREAS, pursuant to a Distribution Agreement (the "Distribution Agreement") dated as of October, 1996, Sunburst and Choice agreed to enter into a corporate services agreement with the terms and conditions set forth herein; WHEREAS, Choice shall retain the personnel and systems formerly utilized in the administration of certain services described herein and Sunburst shall retain the personnel and sys

Choice Hotels International Inc – OMNIBUS AMENDMENT AND GUARANTY (October 29th, 1997)

Exhibit 99.12 OMNIBUS AMENDMENT AND GUARANTY THIS OMNIBUS AMENDMENT AND GUARANTY (this "Amendment") to amend certain agreements between Manor Care, Inc., a Delaware corporation ("Manor Care") and Choice Hotels International, Inc., a Delaware corporation (to be renamed Sunburst Hospitality Corporation) ("Sunburst") is made and entered into as of October 15, 1997 by and among Manor Care, Sunburst and Choice Hotels Franchising, Inc., a Delaware corporation (to be renamed Choice Hotels International, Inc.)("Choice"). RECITALS 1) Pursuant to a Distribution Agreement dated as of November 1, 1996 (the "Distribution Agreement"), Manor Care and Sunburst entered into the following agreements, all dated as of November 1, 1996: A) Corporate Services Agreement ("Corporate Services Agreement"); B) Risk Management Consulting Services Agr

Choice Hotels International Inc – MATTERS ALLOCATION AGREEMENT (October 29th, 1997)

Exhibit 99.04 EMPLOYEE BENEFITS & OTHER EMPLOYMENT MATTERS ALLOCATION AGREEMENT TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS.................................................... 1 Section 1.01 Definitions............................................... 1 Aggregate Spread.................................................... 1 Choice Business..................................................... 2 Choice Individual................................................... 2 Code................................................................ 2 Collect

Choice Hotels International Inc – PROMISSORY NOTE (August 15th, 1997)

Exhibit 10.19 PROMISSORY NOTE $117,500,000.00 Dated as of April 22, 1997 For value received, FIRST CHOICE PROPERTIES CORP., a Delaware corporation, having its principal place of business at 10750 Columbia Pike, Silver Spring, Maryland 20901, Attention: President and General Counsel/Real Estate (hereinafter referred to as "Maker"), promises to pay to the order of QI CAPITAL CORP., a Delaware corporation (together with its successors and assigns being hereinafter referred to as "Payee"), by wire transfer in accordance with the instructions set forth in Section 15 hereof or at such place as the holder hereof may from time to time designate in writing, the principal sum of One Hundred Seventeen Million Five Hundred Thousand and no/100 Dollars ($117,500,000.00), in lawful money of the United States of America, together with interest ther

Choice Hotels International Inc – LOAN AGREEMENT (August 15th, 1997)

Exhibit 10.20 LOAN AGREEMENT Dated as of April 22, 1997 By and Between FIRST CHOICE PROPERTIES CORP., a Delaware corporation as Borrower AND QI CAPITAL CORP., a Delaware corporation as Lender LOAN AGREEMENT -------------- THIS LOAN AGREEMENT, dated as of April 22, 1997, by and between QI CAPITAL CORP., a Delaware corporation, having an address at 10750 Columbia Pike, Silver Spring, Maryland 20901, together with its successors and assigns, including, without limitation, the Loan Purchaser (as hereinafter defined), as lender ("Lender"), and FIRST CHOICE PROPERTIES CORP., a Delaware corporat

Choice Hotels International Inc – EMPLOYMENT AGREEMENT (April 14th, 1997)

Exhibit 10.01 EMPLOYMENT AGREEMENT -------------------- This Agreement ("Agreement") dated this 10th day of February, 1997 among Choice Hotels International, Inc. the "Employer"), a Delaware corporation with principal offices at 10750 Columbia Pike, Silver Spring, Maryland 20901, and Thomas Mirgon ("Employee"), sets forth the terms and conditions governing the employment relationship between Employee and Employer. 1. Employment. During the term of this Agreement, as hereinafter defined, ---------- Employer hereby employs Employee as Senior Vice President -- Human Resources. Employee hereby accepts such employment upon the terms and conditions hereinafter set forth and agrees to faithfully and to the best of his ability perform such duties as are consistent with his positi

Choice Hotels Holdings Inc – EMPLOYMENT AGREEMENT (November 6th, 1996)

EXHIBIT 4 --------- EMPLOYMENT AGREEMENT -------------------- This Agreement ("Agreement") dated this 30th day of September, 1996 among Choice Hotels International, Inc. (to be renamed Choice Hotels Franchising, Inc.) ("Choice Franchising") and Choice Hotels Holdings, Inc. (to be renamed Choice Hotels International, Inc.) ("Choice Hotels" and, collectively with Choice Franchising, the "Employer"), both Delaware corporations with principal offices at 10750 Columbia Pike, Silver Spring, Maryland 20901, and William R. Floyd ("Employee"), sets forth the terms and conditions governing the employment relationship between Employee and Employer. 1. Employment. During the term of this Agreement, as hereinafter ----------

Choice Hotels Holdings Inc – RISK MANAGEMENT CONSULTING SERVICES AGREEMENT (November 5th, 1996)

RISK MANAGEMENT CONSULTING SERVICES AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of ____________, 1996 by and between MANOR CARE, INC., a Delaware corporation ("Manor", and CHOICE HOTELS HOLDINGS, INC., a Delaware corporation ("Choice"). In consideration of the mutual covenants contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Choice and Manor agree as follows: 1. Definitions. As used in this Agreement, the following capitalized terms shall have the meanings indicated unless the context requires otherwise: "Distribution" means the distribution to the holders of Manor Care Common Stock all the outstanding shares of Choice Common Stock. "Distribution Date" means the date determined by the Board of Directors of Manor as the date on which the Distribution shall be effected. "Prime Rate" shall be the rate identified

Choice Hotels Holdings Inc – PILOT SERVICES AGREEMENT (November 5th, 1996)

PILOT SERVICES AGREEMENT This Agreement made and entered into this day of November 1, 1996 , by and between Choice Hotels Holdings, Inc. (to be named Choice Hotels International, Inc.), a corporation incorporated under the laws of the State of Delaware, with principal offices at 10750 Columbia Pike, Silver Spring, Maryland 20901 (hereinafter referred to as "Choice") and Manor Care, Inc., a corporation incorporated under the laws of the State of Delaware, with principal offices at 11555 Darnestown Road, Gaithersburg, Maryland 20878 (hereinafter referred to as "Manor Care"); WITNESSETH, that WHEREAS, Manor Care has five (5) full-time pilots, and three (3) contract pilots. NOW THEREFORE, each party declaring their mutual intention to enter into and be bound by this PILOT SERVICES AGREEMENT, and for the good and valuable consideration set forth below, hereby covenant and agree as follows: 1. Manor Care agrees to pr

Choice Hotels Holdings Inc – TAX SHARING AGREEMENT (November 5th, 1996)

TAX SHARING AGREEMENT THIS AGREEMENT, executed this ____ day of ________________, 1996, is entered into by and among Choice Hotels Holdings, Inc. (to be renamed Choice Hotels International, Inc.), a Delaware corporation ("Choice"), Manor Care, Inc., a Delaware corporation, ("Manor"), and all direct and indirect subsidiaries of one or both of Choice and Manor. RECITALS A. Choice, Manor, and the subsidiaries of Choice and Manor have heretofore joined in filing consolidated federal income tax returns under the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable Treasury Regulations promulgated thereunder by the Treasury Department (the "Regulations") and have heretofore joined in filing certain consolidated, combined, and unitary state income tax returns. B. Pursuant to the Distribution Agreement of even date herewith between Choice and Manor, Manor will distribute al

Choice Hotels Holdings Inc – LOAN AGREEMENT (November 5th, 1996)

LOAN AGREEMENT Dated as of November 1, 1996 among CHOICE HOTELS HOLDINGS, INC., (to be renamed CHOICE HOTELS INTERNATIONAL, INC.) as Borrower, and MNR FINANCE CORP., as Lender TABLE OF CONTENTS ARTICLE I. DEFINITIONS....................................................1 SECTION 1.01. Defined Terms. ....................................1 SECTION 1.02. Terms Generally...................................10 ARTICLE II. .............................................................11 SECTION 2.01. Amount of the Loan..............