Deutsche Bank AG New York Branch
Deutsche Bank AG New York Branch
00 Xxxx Xxxxxx
New York, New York 10005
Dated as of August 11, 2021
Choice Hotels International, Inc. 0 Xxxxxx Xxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxx, Senior Vice President, Finance
Re: $600,000,000 Amended and Restated Senior Unsecured Credit Facility
Choice Hotels International, Inc. Extension Confirmation
Ladies and Gentlemen:
Reference is made to (i) the Amended and Restated Senior Unsecured Credit Agreement dated as of August 20, 2018 (as amended, amended and restated, supplemented or otherwise modified to date, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined), by and among Choice Hotels International, Inc., a Delaware corporation (the “Borrower”), the Lenders, Deutsche Bank AG New York Branch, as Administrative Agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Xxxxx Fargo Securities, LLC, as the Joint Lead Arrangers and the Joint Book Running Managers, JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as Co-Syndication Agents and Xxxxx Fargo Bank, National Association as Swingline Lender and (ii) that certain letter dated July 6, 2021 from the Borrower to the Administrative Agent requesting that each Lender extend such Lender’s current Maturity Date by one year (from August 20, 2025 to August 20, 2026) (the “Extension Request”).
The Administrative Agent hereby confirms (a) the Administrative Agent’s receipt from the Borrower of an extension fee, paid to the Administrative Agent for the ratable account of each undersigned Extending Lender (as defined in the Credit Agreement), in an amount equal to 4 bps multiplied by each such Extending Lender’s Commitment as of the date hereof (the “Extension Fee”), (b) that each Extending Lender has consented to the Extension Request, subject to such Extending Lender’s receipt of the Extension Fee and (c) the extension of the Maturity Date of the Facility with respect to each Extending Lender, with the New Maturity Date being August 20, 2026 (or such earlier date on which the Commitments may terminate in accordance with clauses (b), (c) or (d) of the definition of “Maturity Date” in the Credit Agreement).
The Administrative Agent, the Borrower and each undersigned Extending Lender acknowledge that in accordance with Sections 2.11(c) and 2.28(c) of the Credit Agreement, the Loans and Commitments of the Lenders that are not Extending Lenders may be repaid and terminated on their applicable Maturity Date. The Commitment of each Lender as of the date hereof is set forth in Exhibit A attached hereto.
The Borrower hereby confirms that the Credit Agreement and each of the other Loan Documents (as so extended) are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this letter by facsimile or other electronic means shall be as effective as delivery of a manually executed counterpart of this letter.
Yours truly,
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By: /s/ Xxxxx Xxxxxxx_________________________
Name: Xxxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxx __________________________
Name: Xxxxxxx Xxxx
Title: Managing Director
ACKNOWLEDGED AND AGREED:
CHOICE HOTELS INTERNATIONAL, INC., a Delaware corporation, as Borrower
By: /s/ Xxxxx Xxxxxxxx______________________
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President, Finance
ACKNOWLEDGED AND AGREED:
DEUTSCHE BANK AG NEW YORK BRANCH, as an Extending Lender
By: /s/ Xxxx X Xxx Name: Xxxx X Xxx Title: Director
By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President
ACKNOWLEDGED AND AGREED:
JPMORGAN CHASE BANK, N.A., as an Extending Lender
By: /s/ Xxxxxx Xxxxxx___________________________
Name: Xxxxxx Xxxxxx
Title: Managing Director
ACKNOWLEDGED AND AGREED:
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Extending Lender
By: /s/ Xxx Xxxxx_____________________________
Name: Xxx Xxxxx
Title: SVP
ACKNOWLEDGED AND AGREED:
BANK OF AMERICA, N.A., as an Extending Lender
By: /s/ Xxxx Xxxxxxx__________________________
Name: Xxxx Xxxxxxx
Title: Vice President
ACKNOWLEDGED AND AGREED:
TRUIST BANK, as an Extending Lender
By: /s/ X. Xxxxxxx Xxxxxx_______________________
Name: X. Xxxxxxx Xxxxxx
Title: Director
ACKNOWLEDGED AND AGREED:
U.S. BANK NATIONAL ASSOCIATION, as an Extending Lender
By: /s/ Xxxxxx X. Xxxxxx_____________________________
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
ACKNOWLEDGED AND AGREED:
FIFTH THIRD BANK, NATIONAL ASSOCIATION, as an Extending Lender
By: /s/ Xxxxx Xxxxxx____________________
Name: Xxxxx Xxxxxx
Title: Executive Director
ACKNOWLEDGED AND AGREED:
CAPITAL ONE, NATIONAL ASSOCIATION, as an Extending Lender
By: /s/ Xxxxxxxx Xxxxx________________________
Name: Xxxxxxxx Xxxxx
Title: Vice President
ACKNOWLEDGED AND AGREED:
XXXXXXX XXXXX BANK USA, as an Extending Lender
By: /s/ Xxxxx Xxxxxx__________________________
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
ACKNOWLEDGED AND AGREED:
PNC BANK, NATIONAL ASSOCIATION, as an Extending Lender
By: /s/ Xxxxx Xxxxxx_______________________
Name: Xxxxx Xxxxxx
Title: Senior Vice President
Exhibit A
Commitments
Five Year Tranche Lender Name and Address | Commitment | Pro Rata Percentage | ||||||
Deutsche Bank AG New York Branch c/o DB Services New Jersey, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxxx Xxxxx | $75,000,000.00 | 12.5% | ||||||
Xxxxx Fargo Bank, N.A. 0000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx: (866) 270-721 Attention: Wholesale Loan Servicing, Roanoke Loan Center | $75,000,000.00 | 12.5% | ||||||
Bank of America, N.A. 000 X Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxxxxxx: (000) 000-0000 Attention: Xxxxxxx Xxxxxx, Credit Service Representati | $60,000,000.00 | 10.00% | ||||||
Truist Bank 000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx 00000 Xxxxxxxxx: (801) 567-626 Attention: Xxxxxxxx Xxxxxx, Operations Analys | $60,000,000.00 | 10.00% | ||||||
US Bank, National Association 401 City Center Oshkosh, Wisconsin 54901 Facsimile: (920) 237-799 Attention: CLS Syndication Service | $50,000,000.00 | 8.34% | ||||||
Fifth Third Bank 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx, Xxxx 00000 Xxxxxxxxx: (513) 358-3480 Attention: Xxxxx Xxxx, Commercial Participation Analyst | $36,250,000.00 | 6.04% | ||||||
Capital One, National Association 0000 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxx 00000 Xxxxxxxxx: (855) 267-0849 Attention: Xxxxxxx Xxxx, Xx. Ops Coordinato | $36,250,000.00 | 6.04% | ||||||
Xxxxxxx Xxxxx Bank USA 200 West Street New York, NY 10282 Facisimile: (212) 902 1099 Attention: Loan Operations | $36,250,000.00 | 6.04% | ||||||
PNC Bank, National Association 000 Xxxxx Xxxxxx Xxx XXX Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxxxx: (866) 641-275 Attention: Xxxxxxx Xxxxx | $36,250,000.00 | 6.04% | ||||||
JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxx X0 Xxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx: (214) 307-687 Attention: Xxxxxx Xxxxxxxxx, Deal Administrator | $75,000,000.00 | 12.5% | ||||||
Subtotal | $540,000,000.00 | 90.00% | ||||||
Four Year Tranche Lender Name and Address | Commitment | Pro Rata Percentage | ||||||
Barclays Bank PLC c/o Barclays Loan Operations 00, Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxx E14 4P Facsimile: x00 (0) 00 0000 000 For ABR and Swingline Loans only: Barclays Bank PLC London c/o Barclays Capital Services LLC Global Services Unit as US Dollar Funding Administrator 700 Prides Crossing Newark, Delaware 19713 Facsimile: (000) 000-0000 | $60,000,000.00 | 10.00% | ||||||
Subtotal | $60,000,000.00 | 10.00% | ||||||
TOTAL: | $600,000,000.00 | 100% |