EX-10.1





 Exhibit 10.1 

Execution Version 

FIRST AMENDMENT TO THE 

AMENDED AND RESTATED SENIOR UNSECURED CREDIT AGREEMENT 

Dated as of February 18, 2020 

This FIRST AMENDMENT TO THE AMENDED AND RESTATED SENIOR UNSECURED CREDIT AGREEMENT (this “Amendment”) among CHOICE
HOTELS INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (the “Administrative Agent”), and the Lenders. 

PRELIMINARY STATEMENTS: 

(1) The Borrower, the Lenders, the Administrative Agent and the other financial institutions party thereto entered into that certain Amended
and Restated Senior Unsecured Credit Agreement dated as of August 20, 2018 (the “Existing Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Credit
Agreement, as amended hereby; 
 (2) The Borrower, the Administrative Agent and the Lenders wish to amend the Existing Credit Agreement to
address certain changes to the terms thereof as set forth below; and 
 (3) Subject to the terms and conditions herein, the Borrower, the
Administrative Agent and the Lenders have agreed pursuant to Section 9.08 of the Existing Credit Agreement to amend the Existing Credit Agreement on the terms and subject to the conditions hereinafter set forth. 

SECTION 1. Amendments. The Existing Credit Agreement is, upon the occurrence of the Amendment Effective Date (as defined in
Section 2 below), hereby amended as follows: 
 (a) The following defined terms shall be deleted in
their entirety: “Borrowed Money Recourse Debt”, “Commodity Exchange Act”, “Excluded Swap Obligation”, “Guarantee Agreement”, “Guarantee Joinder Agreement”, “Guarantor”, “Release
Event”. “Senior Financing Transaction” and “Swap Obligation”. 
 (b) The following defined terms
shall be added to Section 1.1 in alphabetical order: 
 “Affected Financial Institution” means (a) any EEA
Financial Institution or (b) any UK Financial Institution. 
 “BHC Act Affiliate” has the meaning specified in
Section 9.21(b). 
 “Covered Entity” has the meaning specified in
Section 9.21(b). 
 “Covered Party” has the meaning specified in
Section 9.21(a). 
 “Default Right” has the meaning specified in
Section 9.21(b). 
 “QFC” has the meaning specified in
Section 9.21(b). 
 “QFC Credit Support” has the meaning specified in
Section 9.21. 
 “Resolution Authority” means an EEA Resolution Authority or, with respect
to any UK Financial Institution, a UK Resolution Authority. 












 “Supported QFC” has the meaning specified in
Section 9.21. 
 “UK Financial Institution” means any BRRD Undertaking (as such term is
defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United
Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility
for the resolution of any UK Financial Institution. 
 “U.S. Special Resolution Regimes” has the meaning specified
in Section 9.21. 
 (c) The defined term “Bail-In
Action” is amended and restated in its entirety as follows: 
 “‘Bail-In
Action’ means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.” 

(d) The defined term “Bail-In Legislation” is amended and restated in its
entirety as follows: 
 “‘Bail-In Legislation’ means (a) with
respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time
which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law,
regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency
proceedings).” 
 (e) The defined term “Loan Documents” is amended and restated in its entirety as follows:

 “‘Loan Documents’ shall mean (a) this Agreement, (b) [Reserved] (c) any Loan Modification
Agreement, if requested by a Lender pursuant to Section 2.08(a), (d) each Note, (e) the Fee Letters, (f) if applicable, any Designation Agreements and Designated Bank Notes, (g) each Designation Letter and
each Termination Letter and (h) each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement, excluding Hedging Agreements and Cash Management
Agreements.” 
 (f) The defined term “Loan Parties” is amended and restated in its entirety as follows: 

“‘Loan Parties’ shall mean the Company and any Designated Borrower.” 

(g) The defined term “Obligations” is amended and restated in its entirety as follows: 

“‘Obligations’ shall mean (a) the Borrower’s obligations in respect of the due and punctual payment of
principal of and interest on the Loans, in each case when and as due whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) all fees, expenses, indemnities, reimbursements and other obligations,
monetary or otherwise, of the Borrower under this Agreement or any other Loan Document, (c) all obligations, monetary or otherwise, of each Loan Party under each Loan Document to which it is a party and (d) unless otherwise agreed upon in
writing by the applicable Lender party thereto, all Hedging Obligations and Cash Management Obligations.” 

  
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 (h) The defined term “Write-Down and Conversion Powers” is amended
and restated in its entirety as follows: 
 “‘Write-Down and Conversion Powers’ means, (a) with respect to
any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that
liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.” 

(i) Section 2.12 is amended by deleting the following parenthetical in the fourth line “(in each case, exclusive of
all Excluded Swap Obligations)”. 
 (j) Section 2.27(c) is amended by replacing the final sentence thereof with the
following: 
 “Subject to Section 9.20, no reallocation hereunder shall constitute a waiver or release of any
claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.” 
 (k)
Section 3.21 is amended and restated in its entirety as follows: 
 “SECTION 3.21 Anti-Corruption Laws. The Borrower and
all of its Subsidiaries and, to the knowledge of any Responsible Officer of the Borrower, all directors, officers, employees, agents or Affiliates thereof, are in compliance in all material respects with applicable Sanctions and Anti-Corruption
Laws, the Trading with the Enemy Act and the Patriot Act.” 
 (l) Section 3.23 is amended and restated in its
entirety as follows: 
 “SECTION 3.23 Affected Financial Institution. None of the Loan Parties or any of their respective
Subsidiaries is an Affected Financial Institution.” 
 (m) Section 4.02(m) is amended and restated in its entirety
as follows: 
 “(m) (i) The Borrower shall have provided to the Administrative Agent and the Lenders the
documentation and other information requested by the Administrative Agent or any Lender to comply with its “know your customer” requirements and to confirm compliance with all applicable Sanctions, Anti-Corruption Laws, the Trading with
the Enemy Act and the Patriot Act, and (ii) if the Borrower qualifies as a ‘legal entity customer’ within the meaning of the Beneficial Ownership Regulation, a Beneficial Ownership Certification for the Borrower; in each case
delivered at least five Business Days prior to the Closing Date.” 
 (n) The heading of Section 5.09 is amended and
restated as follows: 
 “SECTION 5.09 Additional Subsidiaries; Principal Properties.” 

  
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 (o) Section 5.09, subsections (a), (d) and (e), are each amended and
restated in their entirety as follows: 
 “(a) [Reserved].” 

“(d) [Reserved].” 

“(e) Sanctions and Anti-Corruption Laws. The Loan Parties and all of their respective Subsidiaries will maintain in
effect policies and procedures designed to promote compliance by the Loan Parties and their respective Subsidiaries and their respective directors, officers, employees and agents with applicable Sanctions and Anti-Corruption Laws, the Trading with
the Enemy Act and the Patriot Act.” 
 (p) Clause (d) of Article VII is amended and restated in its entirety as
follows: 
 “(d) default shall be made in the due observance or performance by the Borrower of any covenant, condition
or agreement contained in Section 5.01(a) or in Article VI;” 
 (q) Clause (n) of
Article VII is amended and restated in its entirety as follows: 
 “(n) [Reserved];” 

(r) Section 9.01(a) is amended by deleting the words “or any Guarantor” from the first line thereof. 

(s) Section 9.04(f) is amended by deleting, at the end of the provision, the words “or releasing any Loan Party from
its Guarantee under the Guarantee Agreement (except as provided in Section 5.09(d) or the Guarantee Agreement) or limiting any Loan Party’s liability in respect of the Guarantee Agreement”. 

(t) Clause (iii) of Section 9.08(b) is amended and restated in its entirety as follows: 

“(iii) release the Borrower from its obligations under the Loan Documents without the written consent of each
Lender,” 
 (u) Section 9.17 is amended and restated in its entirety as follows: 

“SECTION 9.17 USA Patriot Act. The Administrative Agent and each Lender hereby notifies the Borrower that pursuant
to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Company and each Designated Borrower, which information includes the name and address of the Company and each Designated Borrower and
other information that will allow the Administrative Agent and each such Lender to identify the Company and each Designated Borrower in accordance with the PATRIOT Act.” 

(v) Section 9.20 is amended and restated in its entirety as follows: 

“Section 9.20 Acknowledgement and Consent to Bail-in of Affected Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto and each Designated Borrower acknowledges that any liability of any
Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by: 
 (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such
liabilities arising hereunder or under any other Loan Document which may be payable to it by any party hereto that is an Affected Financial Institution; and 

  
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 (b) the effects of any Bail-In Action on any such
liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.” 
 (w) The following
Section 9.21 is added after Section 9.20: 
 “Section 9.21 Acknowledgement Regarding Any Supported QFCs. To the
extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, ‘QFC Credit Support’ and each such QFC a
‘Supported QFC’), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the ‘U.S. Special Resolution Regimes’) in respect of such Supported QFC and QFC Credit Support (with the provisions below
applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 

(a) In the event a Covered Entity that is party to a Supported QFC (each, a ‘Covered Party’) becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and
any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S.
Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is
understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

(b) As used in this Section 9.21, the following terms have the following meanings: 

(i) ‘BHC Act Affiliate’ of a party means an ‘affiliate’ (as such term is defined under, and
interpreted in accordance with, 12 U.S.C. § 1841(k)) of such party. 
 (ii) ‘Covered Entity’
means any of the following: 

  
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 (A) a ‘covered entity’ as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 252.82(b); 
 (B) a ‘covered bank’ as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 47.3(b); or 
 (C) a ‘covered FSI’ as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 
 (iii) ‘Default Right’ has the
meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 

(iv) ‘QFC’ has the meaning assigned to the term ‘qualified financial contract’ in, and shall
be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).” 
 (x) Exhibit D is deleted in its entirety. 

SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective
Date”) on which, and only if, the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of this Amendment executed by the Borrower and each of the Lenders. 

SECTION 3. Reference to and Effect on the Existing Credit Agreement, the Notes and the Loan Documents. 

(a) This Amendment is a Loan Document. On and after the effectiveness of this Amendment, each reference in the Existing Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Loan
Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended and modified by this Amendment. 

(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

(c) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit
Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, which shall remain in full force and effect, except to any extent modified hereby or as provided
in the exhibits hereto. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of the Borrower from the Loan Documents. 

SECTION 4. Ratification. The Existing Credit Agreement (as amended by this Amendment) and each of the other Loan Documents are and
shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under the Existing Credit Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Existing Credit Agreement or any of the other Loan Documents.
The Borrower confirms the accuracy of the matters specified in paragraphs (b) and (c) of Section 4.01 of the Existing Credit Agreement on and as of the Amendment Effective Date with same effect as if such date were the date of a Credit
Event. 

  
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 SECTION 5. Costs and Expenses. The Borrower agrees to pay all reasonable and
documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and
amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable and documented out-of-pocket
fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.05(a) of the Existing Credit Agreement. 

SECTION 6. Execution in Counterparts. This Amendment 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 Amendment by
telecopier, facsimile or as a .pdf, .jpeg, .TIF, .TIFF attachment to an electronic mail message or similar electronic format shall be effective as delivery of a manually executed counterpart of this Amendment. 

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of
New York. 
 [Balance of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written. 
  

			
	BORROWER:
	
	CHOICE HOTELS INTERNATIONAL, INC., a Delaware corporation
		
	By:	 	 /s/ Scott Oaksmith

		 	Name: Scott Oaksmith
		 	Title: Senior Vice President, Finance


 [Signature Page to First Amendment to A&R Credit Agreement] 












 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
		
	By:	 	 /s/ Darrell L. Gustafson

		 	Name: Darrell L. Gustafson
		 	Title: Managing Director
		
	By:	 	 /s/ Rohan Mehta

		 	Name: Rohan Mehta
		 	Title: Vice President



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
		
	By:	 	 /s/ Ming K. Chu

		 	Name: Ming K. Chu
		 	Title: Director
		
	By:	 	 /s/ Douglas Darman

		 	Name: Douglas Darman
		 	Title: Director



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	LENDERS:
	
	 JPMORGAN CHASE BANK, N.A.,

as Lender

		
	By:	 	 /s/ Joon Hur

		 	Name: Joon Hur
		 	Title: Executive Director



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	SWINGLINE LENDER AND LENDER:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and Lender
		
	By:	 	 _/s/ Katherine A. Marcotte

		 	Name: Katherine A. Marcotte
		 	Title: Senior Vice President



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	LENDER:
	
	 BANK OF AMERICA, N.A.,

as Lender

		
	By:	 	 /s/ Kyle Pearson

		 	Name: Kyle Pearson
		 	Title: Vice President



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	LENDER:
	
	 BARCLAYS BANK PLC,
 as
Lender

		
	By:	 	 _/s/ Robert F. Komminsk

		 	Name: Robert F. Komminsk
		 	Title: Director



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	 LENDER:

	
	 TRUIST BANK, as successor by merger to SUNTRUST BANK,

as Lender

		
	By:	 	 /s/ Katie Lundin

		 	 Name: Katie Lundin

		 	 Title: Director




  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	LENDER:
	
	 US BANK NATIONAL ASSOCIATION,

as Lender

		
	By:	 	 /s/ Steven L. Sawyer

		 	Name: Steven L. Sawyer
		 	Title: Senior Vice President



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	LENDER:
	
	 FIFTH THIRD BANK, NATIONAL ASSOCIATION

as Lender

		
	By:	 	 /s/ Knight Kieffer

		 	Name: Knight Kieffer
		 	Title: Managing Director



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	LENDER:
	
	 CAPITAL ONE, NATIONAL ASSOCIATION,

as Lender

		
	By:	 	 /s/ Benjamin Lucas

		 	Name: Benjamin Lucas
		 	Title: Vice President



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	LENDER:
	
	 GOLDMAN SACHS BANK USA,
 as
Lender

		
	By:	 	 /s/ Jamie Minieri

		 	Name: Jamie Minieri
		 	Title: Authorized Signatory



  
 [Signature Page to First
Amendment to A&R Credit Agreement] 













 
			
	LENDER:
	
	 PNC BANK, NATIONAL ASSOCIATION,

as Lender

		
	By:	 	 /s/ David Notaro

		 	Name: David Notaro
		 	Title: SVP



  
 [Signature Page to First
Amendment to A&R Credit Agreement]