SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”)Securities Purchase Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
7 DAYS GROUP HOLDINGS LIMITED GUARANTEED SENIOR FLOATING RATE NOTES DUE 2010 INDENTURE Dated as of September 10, 2007 DB TRUSTEES (HONG KONG) LIMITED as TrusteeIndenture • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
Brand Use and Management Entrustment ContractBrand Use and Management Entrustment Contract • November 2nd, 2009 • 7 Days Group Holdings LTD
Pursuant to the Contract Law of the People’s Republic of China and related laws, Party A and Party B hereby enter into this contract after consultation with respect to Party B’s use of Party A’s brand.
EQUITY REGISTRATION RIGHT AGREEMENTEquity Registration Right Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
THIS EQUITY REGISTRATION RIGHT AGREEMENT (“Agreement”) is made as of September 10, 2007, by and among 7 Days Group Holdings, Limited, a company incorporated under the laws of the Cayman Islands (the “Company”) and each of the holders of the Warrants (as defined below) listed on Schedule A hereto (each of the holders of Warrants is referred to in this Agreement as an “Investor”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
This THIRD SUPPLEMENTAL INDENTURE (this “Agreement”) is dated April 21, 2009 and entered into by and among 7 Days Group Holdings Limited, a company incorporated with limited liability in the Cayman Islands (the “Company”), DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”), and DB Trustees (Hong Kong) Limited, as collateral agent (the “Collateral Agent”), and is made with reference to that certain Indenture dated as of September 10, 2007, as amended and supplemented, providing for the issuance of the Company’s Guaranteed Senior Floating Rate Notes due 2010 (the “Indenture”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Indenture.
CHARGE OVER DEBT SERVICE RESERVE ACCOUNTCharge Over Debt Service Reserve Account • November 2nd, 2009 • 7 Days Group Holdings LTD • Hong Kong
SERIES C PREFERRED SHARE SUBSCRIPTION AGREEMENT among 7 DAYS GROUP LIMITED 7 Days Inn (Shenzhen) Co., Ltd. HAPPY TRAVEL LIMITED and WP RE (CAYMAN) INTERNATIONAL LTD. Dated October 1, 2008Series C Preferred Share Subscription Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • Hong Kong
FIRST SUPPLEMENTAL INDENTURE AND LIMITED WAIVER REGARDING DELIVERY OF FINANCIAL STATEMENTSFirst Supplemental Indenture and Limited Waiver • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
This FIRST SUPPLEMENTAL INDENTURE AND LIMITED WAIVER (this “Agreement”) is dated as of July 8, 2008 and entered into by and among 7 Days Group Holdings Limited, a company incorporated with limited liability in the Cayman Islands (the “Company”) and DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”), and is made with reference to that certain Indenture dated as of September 10, 2007, providing for the issuance of the Company’s Guaranteed Senior Floating Rate Notes due 2010 (the “Indenture”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Indenture.
SECOND SUPPLEMENTAL INDENTURE AND CONSENTSecond Supplemental Indenture and Consent • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
This SECOND SUPPLEMENTAL INDENTURE AND CONSENT (this “Agreement”) is dated as of October 10, 2008 and entered into by and among 7 Days Group Holdings Limited, a company incorporated with limited liability in the Cayman Islands (the “Company”), DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”), DB Trustees (Hong Kong) Limited, as collateral agent (the “Collateral Agent”), and Deutsche Bank AG, Hong Kong Branch, as the account manager (the “Account Manager”), and is made with reference to that certain Indenture dated as of September 10, 2007, as amended and supplemented, providing for the issuance of the Company’s Guaranteed Senior Floating Rate Notes due 2010 (the “Indenture”) and those certain First Equitable Mortgages dated as of September 10, 2007 entered into by and among the Company, the Collateral Agent and the shareholders of the Company named therein in connection with the Indenture (the “Share Mortgages”). Capitalized terms used herein without definition shall have th
SERIES A PREFERRED SHARE SUBSCRIPTION AGREEMENTSeries a Preferred Share Subscription Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • Hong Kong
For the purpose of this Agreement, the Company, the PRC Subsidiary, and all other direct or indirect subsidiaries of the foregoing and Guangzhou 7 Days Hotel Management Co., Ltd., Guangzhou 7 Days Inn Co., Ltd. and Wuxi Shenglong Hotel Management Co., Ltd. may hereinafter be referred to collectively as “Group Companies” and each individually as a “Group Company”.
Form of Management AgreementManagement Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD
Based on the principles of equality and mutual benefit, honesty and trustworthiness and joint development and through friendly discussions, Party A and Party B have reached the following agreements and hereby enter into this Agreement with respect to their cooperation through Party B’s investment to the managed hotel of 7 Days Inn pursuant to relevant laws and regulations of the People’s Republic of China.
HEDGING MONIES ESCROW AGREEMENTHedging Monies Escrow Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • Hong Kong
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among ZHENG NANYAN, HE BOQUAN, ZHANG QIONG, LEE CHIEN, FORTUNE NEWS INTERNATIONAL LIMITED, SMARTECH RESOURCES LIMITED, PROTOTAL ENTERPRISES LIMITED, SHI MINJIAN, WP RE (CAYMAN) INTERNATIONAL LTD., and...Shareholder Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • Hong Kong
For the purpose of this Agreement, the Company, the PRC Subsidiary, and all other direct or indirect subsidiaries of the foregoing may hereinafter be referred to collectively as “Group Companies” and each individually as a “Group Company”.
SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”)Securities Purchase Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
Agreement between 7 Days Inn (Shenzhen) Co., Ltd. and Mr. Nanyan ZhengLoan Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD
This Agreement between 7 Days Inn (Shenzhen) Co., Ltd. and Mr. Nanyan Zheng (this “Agreement”) is entered into by and between the following parties on .
ASSIGNMENT OF INTERCOMPANY LOAN dated as of September 10, 2007 by and betweenAssignment of Intercompany Loan • November 2nd, 2009 • 7 Days Group Holdings LTD • Hong Kong
This ASSIGNMENT OF INTERCOMPANY LOAN (this “Assignment”) is dated as of September 10, 2007, and is by and between 7 Days Group Holdings Limited, a company with limited liability incorporated under the laws of Cayman Islands, (“Mortgagor”), and DB Trustees (Hong Kong) Limited, a corporation organized and existing under the laws of Hong Kong Special Administration Region (“Hong Kong”) of the People’s Republic of China (“PRC”), in its capacity as the collateral agent (with its successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).
10/F, 705 Guang Zhou Dadaonan Road Guangzhou, P.R. ChinaRight of First Offer Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD
This letter agreement (this “Agreement”) is by and between 7 Days Group Holdings Limited, a company incorporated with limited liability in the Cayman Islands (the “Company”) and each of the entities listed on Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
ACCOUNT MANAGEMENT AGREEMENTAccount Management Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
This ACCOUNTANT MANAGEMENT AGREEMENT (this “Agreement”), dated as of September 10, 2007, is made by and among 7 Days Group Holdings Limited (the “Company”), DB Trustees (Hong Kong) Limited, as collateral agent (in such capacity, the “Collateral Agent”) for the Holders of the Notes (as defined below), and Deutsche Bank AG Hong Kong Branch, as the account manager (in such capacity, the “Account Manager”).
SERIES B PREFERRED SHARE SUBSCRIPTION AGREEMENTSeries B Preferred Share Subscription Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • Hong Kong
For the purpose of this Agreement, the Company, the PRC Subsidiary, and all other direct or indirect Affiliates of the foregoing, may hereinafter be referred to collectively as “Group Companies” and each individually as a “Group Company”.
ONSHORE SHARE PLEDGE AGREEMENTShare Pledge Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD
This SHARE PLEDGE AGREEMENT, dated as of September 10, 2007 (this “Agreement”), is executed between 7 Days Group Holdings Limited, a corporation incorporated and established under the laws of the Cayman Islands (the “Pledgor”) and DB Trustees (Hong Kong) Limited (with its successors in such capacity, the “Pledgee”).
WARRANT AGREEMENT DATED AS OF SEPTEMBER 10, 2007 DB TRUSTEES (HONG KONG) LIMITED as Warrant AgentWarrant Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
WARRANT AGREEMENT, dated as of September 10, 2007 (the “Agreement”), between 7 Days Group Holdings Limited, a company incorporated with limited liability in the Cayman Islands (the “Company”), DB Trustees (Hong Kong) Limited, as warrant agent (the “Warrant Agent”), and, solely for purposes of Section 12 hereof, the Sponsors (as defined below).
ESCROW AGREEMENTEscrow Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • Hong Kong
THIS ESCROW AGREEMENT (this “Agreement”) is made on September 10, 2007, by and among 7 Days Group Holdings Limited (the “Company”), DB Trustees (Hong Kong) Limited, as the trustee and collateral agent (in such capacity, the “Trustee”) for the holders of the Notes (as defined below), and DB Trustees (Hong Kong) Limited, as the escrow agent (in such capacity, the “Escrow Agent”).
and INTERCOMPANY LOAN AGREEMENT Dated as of September 10, 2007Intercompany Loan Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD
