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Exhibit 10.3
JOINDER AGREEMENT NO. 1
(The Hotel Group, Inc.)
THIS JOINDER AGREEMENT NO. 1, dated as of the 11th day of June, 1997
(the "Agreement"), to the Credit Agreement referred to below is entered into by
and among ShoLodge, Inc., a corporation organized under the laws of Tennessee
("ShoLodge") and certain Subsidiaries of ShoLodge (the "Subsidiary Borrowers"
and, together with ShoLodge, the "Borrowers") and First Union National Bank of
Tennessee, as Administrative Agent for the Lenders under the Credit Agreement
referred to below.
STATEMENT OF PURPOSE
The Borrowers are party to a Credit Agreement dated as of April 30,
1997 (the "Credit Agreement"), among such Borrowers, the Lenders party thereto,
First Union National Bank of Tennessee, as administrative agent (the
"Administrative Agent") and NationsBank of Tennessee, N.A., as co-agent (the
"Co-Agent").
The Hotel Group, Inc. (the "Company") has become a Subsidiary of
ShoLodge and is required pursuant to Section 8.12 of the Credit Agreement to
execute, among other documents, a joinder agreement in order to become a
Borrower under the Credit Agreement.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto hereby agree as follows:
1.01 JOINDER OF COMPANY.
(a) JOINDER. Pursuant to Section 8.12 of the Credit Agreement, the
Company hereby agrees that it is a Borrower under the Credit Agreement as if a
signatory thereof on the Closing Date, and the Company shall comply with and be
subject to all of the terms, conditions, covenants, agreements and obligations
of the Borrowers set forth therein. The Company hereby agrees that each
reference to any "Borrower" or "Borrowers" in the Credit Agreement shall include
the Company. The Company acknowledges that it has received a copy of the Credit
Agreement and that it has read and understands the terms thereof.
(b) SCHEDULES. Attached hereto are updated copies of each Schedule
referenced in the Credit Agreement revised to include all information required
to be provided therein with respect to the Company (which for the purposes of
this Joinder Agreement are Schedule 6.1(a) and Schedule 6.1(b)).
2.01 EFFECTIVENESS. This Agreement shall become effective upon receipt
by the Administrative Agent of (i) an originally executed Addendum to Revolving
Credit Note for each Lender executed by the Company to evidence the joinder of
the Company as a Borrower under the applicable Revolving Credit Note to such
Lender issued on the Closing Date, (ii) an originally executed Addendum to
Swingline Note for the Swingline Lender executed by the Company to evidence the
joinder of the Company as a Borrower under the
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Swingline Note to the Swingline Lender issued on the Closing Date, (iii) an
originally executed counterpart hereof, and (iv) each other agreement or
document requested by the Administrative Agent in accordance with Section 8.12.
3.01 GENERAL PROVISIONS.
(a) REPRESENTATIONS AND WARRANTIES. Each Borrower hereby confirms that
each representation and warranty made by it under the Loan Documents is true and
correct in all material respects as of the date hereof (or such other date
specifically set forth for such representation and warranty in the Credit
Agreement) and that no Default or Event of Default has occurred or is continuing
under the Credit Agreement, except for any waivers of such representations and
warranties granted by the Required Lenders in accordance with the terms of the
Credit Agreement. Each such Borrower hereby represents and warrants that as of
the date hereof there are no claims or offsets against or defenses or
counterclaims to their respective obligations under the Credit Agreement or any
other Loan Document.
(b) LIMITED EFFECT. Except as supplemented hereby, the Credit Agreement
and each other Loan Document shall continue to be, and shall remain, in full
force and effect. This Agreement shall not be deemed (i) to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Credit Agreement or (ii) to prejudice any right or rights which the
Administrative Agent or Lenders may now have or may have in the future under or
in connection with the Credit Agreement or the Loan Documents or any of the
instruments or agreements referred to therein, as the same may be amended or
modified from time to time.
(c) COSTS AND EXPENSES. The Borrowers hereby agree to pay or reimburse
the Administrative Agent for all of its reasonable and customary out-of-pocket
costs and expenses incurred in connection with the preparation, negotiation and
execution of this Agreement including, without limitation, the reasonable fees
and disbursements of counsel.
(d) COUNTERPARTS. This Agreement may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
(e) DEFINITIONS. All capitalized terms used and not defined herein
shall have the meanings given thereto in the Credit Agreement.
(f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA,
WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.
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IN WITNESS WHEREOF the undersigned hereby cause this Agreement to be
executed and delivered as of the date first above written.
SHOLODGE, INC.
[CORPORATE SEAL]
By: /s/ Xxx Xxxxxxx
--------------------------------
Name: Xxx Xxxxxxx
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Title: Secretary
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ALABAMA LODGING CORPORATION
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
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CAROLINA INNS, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
-----------------------------
DELAWARE INNS, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
-----------------------------
Title: President
-----------------------------
[signatures continued on following page]
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DESERT INNS, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
-----------------------------
Title: President
-----------------------------
FAR WEST INNS, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
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FRONT RANGE SUITES, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
-----------------------------
KANSUITES, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
-----------------------------
[signatures continued on following page]
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LAFLA INN, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
-----------------------------
Title: President
-----------------------------
MIDWEST INNS, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
-----------------------------
MOBAT, INC.
[CORPORATE SEAL]
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
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Title: President
-----------------------------
XXXXX AND ASSOCIATES, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
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[signatures continued on following page]
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NASHVILLE AIR ASSOCIATES, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
-----------------------------
Title: President
-----------------------------
SHONEY'S INN, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
-----------------------------
SHONEY'S INN NORTH, L.P.
[CORPORATE SEAL] By: SHOLODGE, INC., its General Partner
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
-----------------------------
[signatures continued on following page]
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XXXXXX'X XXX XX XXXXX XXXXX
By: TWO SEVENTEEN, INC., one of its
General Partners
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
-----------------------------
By: INN PARTNERS, INC., one of its
General Partners
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
-----------------------------
SHONEY'S INN OF LEBANON, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
-----------------------------
SOUTHEAST TEXAS INNS, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
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[signatures continued on following page]
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SUNSHINE INNS, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: President
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VIRGINIA INNS, INC.
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
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Title: President
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THE HOTEL GROUP, INC.
[CORPORATE SEAL]
By: /s/ Xxx Xxxxxxx
--------------------------------
Name: Xxx Xxxxxxx
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Title: Secretary and Treasurer
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[signatures continued on following page]
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FIRST UNION NATIONAL BANK OF
TENNESSEE, as Administrative Agent
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
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Title: Vice President
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