CorePoint Lodging Inc. Sample Contracts

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 7th, 2021 • CorePoint Lodging Inc. • Real estate investment trusts • New York

This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 8, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Amendment”), is by and among COREPOINT OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Holdings”), COREPOINT BORROWER L.L.C., a Delaware limited liability company (the “Borrower”), COREPOINT LODGING INC., a Maryland corporation (“Parent Guarantor”), COREPOINT OP GP L.L.C., a Delaware limited liability company (“Holdings GP”), the Subsidiary Guarantors party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).

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CorePoint Lodging Inc. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • June 27th, 2019 • CorePoint Lodging Inc. • Real estate investment trusts • New York

CorePoint Lodging Inc., a Maryland corporation (the “Company”) confirms that the stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) have proposed, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (“you” or the “Representatives”), an aggregate of [●] shares (the “[Firm] Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company[, and, at the election of the Underwriters, up to [●] shares (the “Option Shares”) of Stock of the Company. The Firm Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares].[”] To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean e

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FORM OF] INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 25th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • Maryland

This Indemnification Agreement is effective as of [•], (this “Agreement”) and is between CorePoint Lodging Inc., a Maryland corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).

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CREDIT AGREEMENT among COREPOINT OPERATING PARTNERSHIP L.P., as Holdings, COREPOINT BORROWER L.L.C., as Borrower, The Several Lenders from Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 30, 2018...
Credit Agreement • June 4th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • New York

CREDIT AGREEMENT (this “Agreement”), dated as of May 30, 2018, by and among COREPOINT OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Holdings”), COREPOINT BORROWER L.L.C., a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent.

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REGISTRATION RIGHTS AGREEMENT by and among COREPOINT LODGING INC. and the other parties hereto Dated as of May 30, 2018
Registration Rights Agreement • June 4th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of May 30, 2018 and is by and among CorePoint Lodging Inc., a Maryland corporation (the “Company”), and Blackstone (as defined below).

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Re: Protection of Severance Benefits under Executive Employment Agreement Dear Ken:
Executive Employment Agreement • August 14th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • Texas

The purpose of this letter is to confirm our agreement regarding the protection of severance benefits under the Executive Employment Agreement dated as of August 20, 2003 (the “Employment Agreement”) between myself and Wyndham International, Inc., the surviving corporation in its merger with Wind Hotels Acquisition Inc., an affiliate of The Blackstone Group (“Wyndham”).

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GUARANTY AGREEMENT
Guaranty Agreement • June 4th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of May 30, 2018, by COREPOINT OPERATING PARTNERSHIP L.P., a Delaware limited partnership, having an address at c/o CorePoint Operating Partnership L.P., 909 Hidden Ridge, Suite 600, Irving, Texas 75038 (together with its successors and permitted assigns, “Guarantor”), in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179, collectively, as payee (together with its successors and assigns, “Lender”).

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AGREEMENT AND PLAN OF MERGER By and Among COREPOINT LODGING INC., CAVALIER ACQUISITION JV LP and CAVALIER ACQUISITION OWNER LP Dated as of November 6, 2021
Agreement and Plan of Merger • November 8th, 2021 • CorePoint Lodging Inc. • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2021 (this “Agreement”), is entered into by and among CorePoint Lodging Inc., a Maryland corporation (the “Company”), Cavalier Acquisition JV LP, a Delaware limited partnership (“Parent”) and Cavalier Acquisition Owner LP, a Delaware limited partnership and wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent and the Company, the “Parties” and each, a “Party”).

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TAX MATTERS AGREEMENT between LA QUINTA HOLDINGS INC. and COREPOINT LODGING INC. Dated as of May 30, 2018
Tax Matters Agreement • June 4th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • Delaware

THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the day of May 30, 2018 between La Quinta Holdings Inc., a Delaware corporation (“LQ Parent”), and CorePoint Lodging Inc., a Maryland corporation (“CPLG”). Each of LQ Parent and CPLG is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN LA QUINTA HOLDINGS INC. AND COREPOINT LODGING INC. DATED AS OF January 17, 2018
Employee Matters Agreement • April 3rd, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • Delaware

THIS EMPLOYEE MATTERS AGREEMENT, dated as of January 17, 2018, is entered into by and between La Quinta Holdings Inc., a Delaware corporation (“LQ”), and CorePoint Lodging Inc., a Maryland corporation (“CPLG”). LQ and CPLG are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

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SEPARATION AND DISTRIBUTION AGREEMENT by and between LA QUINTA HOLDINGS INC. and COREPOINT LODGING INC. Dated as of January 17, 2018
Separation and Distribution Agreement • April 3rd, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 17, 2018 by and between La Quinta Holdings Inc., a Delaware corporation (“LQ Parent”), and CorePoint Lodging Inc., a Maryland corporation (“CPLG”). Each of LQ Parent and CPLG is sometimes referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms shall have the meaning set forth in Section 1.1.

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MASTER TRANSITION SERVICES AGREEMENT by and between LA QUINTA HOLDINGS INC. and COREPOINT LODGING INC. Dated as of May 30, 2018
Master Transition Services Agreement • June 4th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • Delaware

This Master Transition Services Agreement (this “Agreement”) is entered into as of May 30, 2018, by and between La Quinta Holdings Inc., a Delaware corporation (“LQ Parent”), and CorePoint Lodging Inc., a Maryland corporation (“CPLG”). Each of LQ Parent and CPLG is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Separation and Distribution Agreement, entered into on the date hereof, by and between LQ Parent and CPLG (as such may be amended from time to time, the “Distribution Agreement”).

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STOCKHOLDERS AGREEMENT DATED AS OF MAY 30, 2018 AMONG COREPOINT LODGING INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • June 4th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • Delaware

This Stockholders Agreement is entered into as of May 30, 2018 by and among CorePoint Lodging Inc., a Maryland corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • May 14th, 2019 • CorePoint Lodging Inc. • Real estate investment trusts • Texas

This Separation and Release Agreement (this “Agreement”), dated effective as of May 15, 2019 (the “Termination Date”), confirms the following understandings and agreements between CorePoint Lodging Inc. (the “Company”) and John Cantele (hereinafter referred to as “you” or “your”).

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GUARANTY AND SECURITY AGREEMENT dated as of May 30, 2018 among COREPOINT OPERATING PARTNERSHIP, L.P., as Holdings, COREPOINT BORROWER L.L.C., as the Borrower, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and JPMORGAN CHASE BANK, N.A., as...
Guaranty and Security Agreement • June 4th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • New York

GUARANTY AND SECURITY AGREEMENT dated as of May 30, 2018, among COREPOINT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Holdings”), COREPOINT BORROWER L.L.C., a Delaware limited liability company (the “Borrower”), each other Grantor from time to time party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

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FIRST AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT TO OTHER LOAN DOCUMENTS
Loan Agreement • August 14th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT TO OTHER LOAN DOCUMENTS (this “Agreement”) is made as of this 12th day of June, 2018, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America (“Initial Lender”), having an address at 383 Madison Avenue, New York, New York 10179 and PARLEX 4 FINANCE, LLC, a Delaware limited liability company, having an address at c/o Blackstone Mortgage Trust, Inc., 345 Park Avenue, New York, New York 10154 (“Note A-2 Lender”; Note A-2 Lender, together with Initial Lender and each of their respective successors and/or assigns, each a “Co-Lender” and, collectively, “Lender”), THE ENTITIES SET FORTH ON SCHEDULE I ATTACHED HERETO, each having its principal place of business at c/o CorePoint Lodging Inc., MacArthur Ridge II, 909 Hidden Ridge Boulevard, Irving, Texas 75038 (together with their respective successors and assigns, each, an “Individual Borrower” and, collect

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ASSUMPTION OF EMPLOYMENT AGREEMENT
Assumption of Employment Agreement • August 14th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts

ASSUMPTION AGREEMENT dated as of October 31, 2013 (this “Assumption”) by LQ MANAGEMENT L.L.C., a Delaware limited liability company (“LQ Management”).

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CONSULTING AGREEMENT
Consulting Agreement • November 7th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • Texas

THIS CONSULTING AGREEMENT (this “Agreement”), dated as of September 11, 2018 (the “Effective Date”), is entered into by and between Glenn Alba (“Consultant”) and CorePoint Operating Partnership L.P., a Delaware limited partnership (the “Company”).

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Second AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT TO OTHER LOAN DOCUMENTS
Loan Agreement • August 14th, 2018 • CorePoint Lodging Inc. • Real estate investment trusts • New York
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SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTY AND SECURITY AGREEMENT
Guaranty and Security Agreement • May 21st, 2020 • CorePoint Lodging Inc. • Real estate investment trusts • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTY AND SECURITY AGREEMENT, dated as of May 19, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Amendment”), is by and among COREPOINT OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Holdings”), COREPOINT BORROWER L.L.C., a Delaware limited liability company (the “Borrower”), COREPOINT LODGING INC., a Maryland corporation (“Parent Guarantor”), COREPOINT OP GP L.L.C., a Delaware limited liability company (“Holdings GP” and, together with Parent Guarantor, the “New Grantors”), the Subsidiary Guarantors party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).

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