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                         Deutsche Bank AG New York Branch                                       60 Wall Street                                 New York, New York 10005                                                                        Dated as of July 2, 2019      Choice Hotels International, Inc.  1 Choice Hotels Circle  Suite 400  Rockville, Maryland 20850  Attention:  Scott Oaksmith, 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 Wells Fargo Securities, LLC, as the Joint Lead Arrangers and the  Joint Book Running Managers, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association,  as Co-Syndication Agents and Wells Fargo Bank, National Association as Swingline Lender and (ii) that  certain letter dated June 10, 2019 from the Borrower to the Administrative Agent requesting that each  Lender extend such Lender’s current Maturity Date by one year (from August 20, 2023 to August 20, 2024)  (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 Lender, in  an amount equal to 5 bps multiplied by each Lender’s Commitment as of the date hereof (the   “Extension Fee”), (b) that each Lender has consented to the Extension Request and agreed to extend such  Lender’s current Maturity Date by one year pursuant to a written notice delivered to the Administrative  Agent prior to the date hereof in accordance with Section 2.16(a) of the Credit Agreement, subject to such  Lender’s receipt of the Extension Fee, and (c) the extension of the Initial Maturity Date of the Facility with  respect to each Lender, with the New Maturity Date being August 20, 2024 (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 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    NYDOCS03/1108502.2A  Choice Hotels – Extension Confirmation Letter 





 






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.                              [Balance of page intentionally left blank.]    NYDOCS03/1108502.2A  Choice Hotels – Extension Confirmation Letter 





 






                                        Yours truly,                                                                                                                               DEUTSCHE BANK AG NEW YORK BRANCH, as                                          Administrative Agent                                                                                                                              By:  /s/ Deutsche Bank AG New York Branch                                                 Name:                                                 Title:                                                                                                                              By:  /s/ Deutsche Bank AG New York Branch                                                 Name:                                                 Title:                   ACKNOWLEDGED AND AGREED:    CHOICE HOTELS INTERNATIONAL, INC.,   a Delaware corporation, as Borrower       By:  /s/ Dominic E. Dragisich                     Name:  Dominic Dragisich         Title:  Chief Financial Officer                                         Signature Page   NYDOCS03/1108502                                            Choice Hotels – Extension Confirmation Letter