Deutsche Bank AG New York Branch 60 Wall Street New York, New York 10005 Dated as of August 12, 2020 Choice Hotels International, Inc. 1 Choice Hotels Circle Suite 400 Rockville, Maryland 20850 Attention: Scott Oaksmith, Senior Vice President, Finance...
Deutsche Bank AG New York Branch 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dated as of August 12, 2020 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 as of July 6, 2020 from the Borrower to the Administrative Agent requesting that each Lender (a) extend such Xxxxxx’s current Maturity Date by one year (from August 20, 2024 to August 20, 2025) and (b) consent to the Administrative Agent accepting the letter as effective notice under Section 2.16(a) of the Credit Agreement notwithstanding the expiration of the time period for delivery set forth therein (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 5 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, 2025 (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. Americas/2014725721.5 Choice Hotels – Extension Confirmation Letter
DocuSign Envelope ID: EB89016A-B308-45AA-A4FE-19D25642C877 Yours truly, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Xxxxxxx Xxxxxxxxx Title: Managing Director By: Name: Title: ACKNOWLEDGED AND AGREED: CHOICE HOTELS INTERNATIONAL, INC., a Delaware corporation, as Borrower By: Name: Xxxxx Xx Title: Vice President, Treasurer Americas/2014725721 Signature Page Choice Hotels – Extension Confirmation Letter
DocuSign Envelope ID: 0F5073E7-CF98-42D3-A9AF-3101F78F0082 Yours truly, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: _______________________________ Name: Title: By: _______________________________ Name: Xxxxx Xxxxxxx Title: Managing Director ACKNOWLEDGED AND AGREED: CHOICE HOTELS INTERNATIONAL, INC., a Delaware corporation, as Borrower By: _______________________________ Name: Title: Americas/2014725721 Signature Page Choice Hotels – Extension Confirmation Letter
DocuSign Envelope ID: E993EAC6-B8A9-45E1-ACE7-E24931827F92 ACKNOWLEDGED AND AGREED: DEUTSCHE BANK AG NEW YORK BRANCH, as an Extending Lender By: _____________________________ Name: Xxxx X Xxx Title: Americas/2014725721 Signature Page Choice Hotels – Extension Confirmation Letter
DocuSign Envelope ID: 0F5073E7-CF98-42D3-A9AF-3101F78F0082 ACKNOWLEDGED AND AGREED: DEUTSCHE BANK AG NEW YORK BRANCH, as an Extending Lender By: _____________________________ Name: Xxxxx Xxxxx Title: Americas/2014725721 Signature Page Choice Hotels – Extension Confirmation Letter
ACKNOWLEDGED AND AGREED: BANK OF AMERICA, N.A., as an Extending Lender By: _____________________________ Name: Xxxx Xxxxxx Xx. Title: Senior Vice President AMERICAS/2014725721 Signature Page Choice Hotels – Extension Confirmation Letter
ACKNOWLEDGED AND AGREED: CAPITAL ONE, NATIONAL ASSOCIATION, as an Extending Lender By: f5..,,_fl1r .z_ Name: Xxxxxxxx Xxxxx Title: Vice President AMERICAS/2014725721 Signature Page Choice Hotels - Extension Confirmation Letter
ACKNOWLEDGED AND AGREED: FIFTH THIRD BANK, NATIONAL ASSOCIATION, as an Extending Lender AMERICAS/2014725721 Signature Page Choice Hotels - Extension Confinnation Letter
ACKNOWLEDGED AND AGREED: XXXXXXX XXXXX BANK USA, as an Extending Lender By: _____________________________ Name: Xxxx Xxxxxx Title: Authorized Signatory AMERICAS/2014725721 Signature Page Choice Hotels – Extension Confirmation Letter
ACKNOWLEDGEDAND AGREED: PNC BANK, NATIONAL ASSOCIATION, as an Extending Lender ame: Xxxxx Xxxxxx Title: Senior Vice Pre 1dent Americas/2014725721 Signature Page Choice Hotels - Extension ConfirmationLetter
ACKNOWLEDGED AND AGREED: Truist Bank, as an Extending Lender By�d. Name:XxxxxX.Xxxxx Title: Senior Vice President AMERICAS/2014725721 Signature Page Choice Hotels - Extension Confirmation Letter
ACKNOWLEDGED AND AGREED: U.S. Bank National Association, as an Extending Lender By· � · 7m:xxxxxxX Xxxx/-rfs}� Title: Senior Vice President AMERICAS/2014725721 SignaturePage Choice Hotels - Extension Confirmation Letter
ACKNOWLEDGED AND AGREED: Xxxxx Fargo Bank, N.A, as an ExtendingLender By, �Dllltl,f� 1'Gtne:Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President Americas/2014 725721 Signature Page Choice Hotels - Extension Confirmation Letter
EXHIBIT A Americas/2014725721.5 Exhibit A
COMMITMENTS Five Year Tranche Lender Name and Address Commitment Pro Rata Percentage Deutsche Bank AG New York Branch $75,000,000.00 12.5% c/o DB Services New Jersey, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxxx Xxxxxx Xxxxx Fargo Bank, N.A. $75,000,000.00 12.5% 0000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Wholesale Loan Servicing, Roanoke Loan Center Bank of America, N.A. $60,000,000.00 10.00% 000 X Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxxx Xxxxxx, Credit Service Representative Barclays Bank PLC $60,000,000.00 10.00% c/o Barclays Loan Operations 00, Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxx E14 4PU Facsimile: x00 (0) 00 0000 0000 For ABR and Swingline Loans only: Barclays Bank PLC London c/o Barclays Capital Services LLC Global Services Unit as US Dollar Funding Administrator 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Truist Bank $60,000,000.00 10.00% 000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxxxx Xxxxxx, Operations Analyst US Bank, National Association $50,000,000.00 8.34% 000 Xxxx Xxxxxx Xxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: CLS Syndication Services Fifth Third Bank $36,250,000.00 6.04% 0000 Xxxxxxxx Xxxxx Xxxxxxxx/0000000000.0 Exhibit A
Five Year Tranche Lender Name and Address Commitment Pro Rata Percentage Cincinnati, Ohio 45227 Facsimile: (000) 000-0000 Attention: Xxxxx Xxxx, Commercial Participation Analyst Capital One, National Association $36,250,000.00 6.04% 0000 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxxx Xxxx, Xx. Ops Coordinator Xxxxxxx Xxxxx Bank USA $36,250,000.00 6.04% 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Facisimile: (000) 000 0000 Attention: Loan Operations PNC Bank, National Association $36,250,000.00 6.04% 000 Xxxxx Xxxxxx Xxx XXX Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxxx Xxxxx Subtotal $525,000,000 87.5% Four Year Tranche Lender Name and Address Commitment Pro Rata Percentage JPMorgan Chase Bank, N.A. $75,000,000.00 12.5% 00 Xxxxx Xxxxxxx X0 Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx, Deal Administrator Subtotal $75,000,000 12.5% TOTAL: $600,000,000.00 100% Americas/2014725721.5 Exhibit A