THIRD SUPPLEMENTAL INDENTURE, dated as of November 27, 2019 (this Third Supplemental Indenture), to the Indenture, dated as of August 25, 2010 (the Original Indenture), among CHOICE HOTELS INTERNATIONAL, INC., a corporation organized under the laws of Delaware (the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee).
WHEREAS, the Company and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Notes (as defined in the Original Indenture) of the Company, to be issued in one or more Series;
WHEREAS, Sections 2.2 and 9.1 of the Original Indenture provide, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the designation, form, terms and conditions of Notes of any Series permitted by Sections 2.1 and 9.1 of the Original Indenture;
WHEREAS, the Company (i) desires the issuance of one Series of Notes to be designated as hereinafter provided and (ii) has requested the Trustee to enter into this Third Supplemental Indenture for the purpose of establishing the designation, form, terms and conditions of the Notes of such Series;
WHEREAS, the Company has duly authorized the creation of an issue of its 3.700% Senior Notes Due 2029 (the Senior Notes or the Notes), which expression includes any further Notes issued pursuant to Section 2.4 hereof and forming a single Series therewith of substantially the tenor and amount hereinafter set forth; and
WHEREAS, all action on the part of the Company necessary to authorize the issuance of the Notes under the Original Indenture and this Third Supplemental Indenture (the Original Indenture, as supplemented by this Third Supplemental Indenture, being hereinafter called the Indenture) has been duly taken.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
That, in order to establish the designation, form, terms and conditions of, and to authorize the authentication and delivery of the Notes and in consideration of the acceptance of the Notes by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.1 Definitions.
(a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Indenture. Solely with respect to the Notes, the definitions of Business Day, Corporate Trust Office of the Trustee, GAAP, Global Note Legend and Principal Property included in the Original Indenture are hereby deleted in their entirety and replaced with the following:
Business Day means any day other than a Saturday, a Sunday or any other day on which banking institutions in the State of New York are authorized or required by law to close.
Corporate Trust Office of the Trustee means the office of the Trustee at which the corporate trust business of the Trustee in respect of this Indenture shall, at any particular time, be administered, which office is, at the date of this Indenture, located at 1 Independent Drive, Suite 620, Jacksonville, Florida 32202, Attn: Corporate Trust Services, and for Agent services such office shall also mean the office or agency of the Trustee located at Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, Seventh Floor, Minneapolis, MN 55415, or if at any time there is more than one Trustee, means the Corporate Trust Office of any such other Trustee with respect to the securities of the applicable series.