Ex. 4.03 CONFORMED COPY
SECOND AMENDMENT dated as of March 30, 1998 (this
"Amendment"), among CHOICE HOTELS INTERNATIONAL, INC., a Delaware
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corporation (the "Borrower"), the undersigned financial
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institutions party to the Credit Agreement referred to below (the
"Lenders"), and THE CHASE MANHATTAN BANK, as agent for the
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Lenders (in such capacity, the "Agent").
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A. Reference is made to the Competitive Advance and Multi-Currency
Credit Facilities Agreement dated as of October 15, 1997, as amended (the
"Credit Agreement") among the Borrower, the Lenders and the Agent. Capitalized
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terms used but not otherwise defined herein have the meanings assigned to them
in the Credit Agreement.
B. The Borrower has requested that the Lenders amend a certain
provision of the Credit Agreement. The Lenders are willing to do so, subject to
the terms and conditions of this Amendment.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Section 6.01. Section 6.01 of the Credit
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Agreement is hereby amended to (a) delete the "and" after the ";" in clause (h),
(b) insert the following immediately after the ";" in clause (h), "(i)
Indebtedness of the Borrower represented by senior unsecured notes in a
principal amount not to exceed $100,000,000; and" and (c) replacing the
reference to "(i)" in clause (i) with "(j)".
SECTION 2. Representations, Warranties and Agreements. The Borrower
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hereby represents and warrants to and agrees with each Lender and the Agent
that:
(a) The representations and warranties set forth in Article III of the
Credit Agreement are true and correct in all material respects with the
same effect as if made on the Amendment Effective Date, except to the
extent such representations and warranties expressly relate to an earlier
date.
(b) The Borrower has the requisite power and authority to execute,
deliver and perform its obligations under this Amendment.
(c) The execution, delivery and performance by the Borrower of this
Amendment (i) have been duly
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authorized by all requisite action and (ii) will not (A) violate (x) any
provision of law, statute, rule or regulation, or of the certificate or
articles of incorporation or other constitutive documents or by-laws of the
Borrower or any Subsidiary, (y) any order of any Governmental Authority or
(z) any provision of any indenture, agreement or other instrument to which
the Borrower or any Subsidiary is a party or by which any of them or any of
their property is or may be bound, (B) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, agreement for borrowed money or other
agreement or instrument or (C) result in the creation or imposition of any
Lien upon or with respect to any property or assets now owned or hereafter
acquired by the Borrower.
(d) This Amendment has been duly executed and delivered by the Borrower.
Each of this Amendment and the Credit Agreement, as amended hereby,
constitutes a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, except as
enforceability may be limited by (i) any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and (ii) general principals of equity.
(e) As of the Amendment Effective Date, no Event of Default or Default
has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment shall become
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effective on the date of the satisfaction in full of the following conditions
precedent (the "Amendment Effective Date"):
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(a) The Agent shall have received duly executed counterparts hereof
which, when taken together, bear the authorized signatures of the Borrower,
the Agent and the Required Lenders.
(b) All legal matters incident to this Amendment shall be satisfactory
to the Required Lenders, the Agent and Cravath, Swaine & Moore, counsel for
the Agent.
(d) The Agent shall have received such other documents, instruments and
certificates as it or its counsel shall reasonably request.
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SECTION 4. Credit Agreement. Except as specifically stated herein, the
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Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Loan Agreement as modified hereby.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in any number
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of counterparts, each of which shall be an original but all of which, when taken
together, shall constitute but one instrument. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy shall be effective
as delivery of a manually executed counterpart of this Amendment.
SECTION 7. Expenses. The Borrower agrees to reimburse the Agent for its
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out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel
for the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first above
written.
CHOICE HOTELS INTERNATIONAL, INC.
by
/s/ Donald H. Dempsey
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Name: Donald H. Dempsey
Title: Executive Vice
President and Chief
Financial Officer
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THE CHASE MANHATTAN BANK,
individually and as Issuing Bank
and Agent
by
/s/ Karen M. Sharf
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Name: Karen M. Sharf
Title: Vice President
BANK OF TOKYO - MITSUBISHI TRUST
COMPANY
by
_________________________________
Name:
Title:
CRESTAR BANK
by
/s/ Greg D. Wheeless
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Name: Greg D. Wheeless
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LTD.
by
/s/ Bertram Tang
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Name: Bertram Tang
Title: Vice President
FIRST NATIONAL BANK OF MARYLAND
by
/s/ Michael B. Stueck
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Name: Michael B. Stueck
Title: Vice President
FIRST UNION NATIONAL BANK
by
/s/ Barbara Kauffmann Angel
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Name: Barbara Kauffmann Angel
Title: Vice President
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THE FUJI BANK, LIMITED
by
/s/ Raymond Ventura
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Name: Raymond Ventura
Title: Vice President and
Manager
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
by
/s/ John V. Veltri
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Name: John V. Veltri
Title: Joint General Manager
THE LONG TERM CREDIT BANK OF JAPAN,
LTD., NEW YORK BRANCH
by
/s/ Nozomi Moue
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Name: Nozomi Moue
Title: Deputy General Manager
MELLON BANK, N.A.
by
/s/ Laurie G. Dunn
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Name: Laurie G. Dunn
Title: Vice President
NATIONSBANK, N.A.
by
/s/ Michael R. Heredia
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Name: Michael R. Heredia
Title: Senior Vice President
THE SANWA BANK, LIMITED,
NEW YORK BRANCH
by
/s/ Dominic J. Sorresso
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Name: Dominic J. Sorresso
Title: Vice President
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SUMMIT BANK
by
________________________________
Name:
Title:
THE TOYO TRUST & BANKING COMPANY,
LTD., NEW YORK BRANCH
by
/s/ T. Mikumo
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Name: T. Mikumo
Title: Vice President
by
________________________________
Name:
Title: