meanings assigned thereto in the Credit Agreement. Reference is made to the
Credit Agreement for provisions for the prepayment hereof, the acceleration of
the maturity hereof upon the happening of certain events and certain waivers by
the Borrower.
THIS PROMISSORY NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK.
BORROWER:
CHOICE HOTELS INTERNATIONAL, INC.
By:
Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Date
Amount of
Loan
Type of
Loan
Amount of
Principal
Repaid
Maturity
Date
Notation
Made By
EXHIBIT F
to
Senior Unsecured Revolving Credit Agreement
dated as of February 24, 2011
by and among
Choice Hotels International, Inc.
as Borrower,
the Lenders party thereto
and
Wells Fargo Bank, National Association
as Administrative Agent
FORM OF DESIGNATION AGREEMENT
FORM OF DESIGNATION AGREEMENT
Dated
, 20
Reference is made to the Senior Unsecured Revolving Credit Agreement dated as of
February 24, 2011 (as amended, supplemented, restated or otherwise modified from
time to time, the "Credit Agreement"), among Choice Hotels International, Inc.,
a Delaware corporation (the "Borrower"), the Lenders named therein, and Wells
Fargo Bank, National Association, as Administrative Agent. Capitalized terms
used herein and not defined herein shall have the meanings assigned thereto in
the Credit Agreement.
[NAME OF DESIGNOR] (the "Designor"), [NAME OF DESIGNEE] (the "Designee"), and
the Administrative Agent agree as follows:
1. THE DESIGNOR HEREBY DESIGNATES THE DESIGNEE, AND THE DESIGNEE HEREBY ACCEPTS
SUCH DESIGNATION, TO HAVE A RIGHT TO MAKE COMPETITIVE BID LOANS PURSUANT TO
ARTICLE II OF THE CREDIT AGREEMENT. ANY ASSIGNMENT BY THE DESIGNOR TO THE
DESIGNEE OF ITS RIGHTS TO MAKE A COMPETITIVE BID LOAN PURSUANT TO SUCH ARTICLE
II SHALL BE EFFECTIVE AT THE TIME OF THE FUNDING OF SUCH COMPETITIVE BID LOAN
AND NOT BEFORE SUCH TIME.
2. EXCEPT AS SET FORTH IN SECTION 7 BELOW, THE DESIGNOR MAKES NO REPRESENTATION
OR WARRANTY AND ASSUMES NO RESPONSIBILITY PURSUANT TO THIS DESIGNATION AGREEMENT
WITH RESPECT TO (A) ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS MADE IN OR IN
CONNECTION WITH ANY LOAN DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED
PURSUANT THERETO OR THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY,
GENUINENESS, SUFFICIENCY OR VALUE OF ANY LOAN DOCUMENT OR ANY OTHER INSTRUMENT
AND DOCUMENT FURNISHED PURSUANT THERETO AND (B) THE FINANCIAL CONDITION OF THE
BORROWER OR THE PERFORMANCE OR OBSERVANCE BY THE BORROWER OF ANY OF ITS
OBLIGATIONS UNDER ANY LOAN DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT
FURNISHED PURSUANT THERETO.
3. THE DESIGNEE (A) CONFIRMS THAT IT HAS RECEIVED A COPY OF EACH LOAN DOCUMENT,
TOGETHER WITH COPIES OF THE FINANCIAL STATEMENTS REFERRED TO IN THE CREDIT
AGREEMENT AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE
TO MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS DESIGNATION
AGREEMENT; (B) AGREES THAT IT WILL INDEPENDENTLY AND
WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT, THE DESIGNOR OR ANY OTHER LENDER
AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT