LIMITED GUARANTYLimited Guaranty • March 29th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
LIMITED GUARANTY, dated as of February 28, 2013 (this "Limited Guaranty"), by Carlyle Asia Partners III, L.P. (the "Guarantor") in favor of 7 Days Group Holdings Limited (the "Guaranteed Party").
AGREEMENT AND PLAN OF MERGER among KEYSTONE LODGING COMPANY LIMITED, KEYSTONE LODGING ACQUISITION LIMITED, 7 DAYS GROUP HOLDINGS LIMITED, and KEYSTONE LODGING HOLDINGS LIMITED (solely for the purpose of Sections 2.02(c) and 2.02(e)) Dated as of...Agreement and Plan of Merger • February 28th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2013 (this “Agreement”), among Keystone Lodging Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Keystone Lodging Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), 7 Days Group Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and Keystone Lodging Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Holdco") (solely for the purpose of Sections 2.02(c) and 2.02(e)).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 6th, 2009 • 7 Days Group Holdings LTD • Hotels & motels • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2009, by and between 7 DAYS GROUP HOLDINGS LIMITED, an exempted company duly incorporated and validly existing under the Law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director of the Company.
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
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 14th, 2011 • 7 Days Group Holdings LTD • Hotels & motels
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.125, of 7 Days Group Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
LIMITED GUARANTYLimited Guaranty • March 29th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
LIMITED GUARANTY, dated as of February 28, 2013 (this "Limited Guaranty"), by Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and Sequoia Capital China Growth 2010 Principals Fund, L.P. (each, a "Guarantor" and collectively, "Guarantors") in favor of 7 Days Group Holdings Limited (the "Guaranteed Party").
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”).
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 11th, 2011 • 7 Days Group Holdings LTD • Hotels & motels
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.125, of 7 Days Group Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
CONSORTIUM AGREEMENT BOQUAN HE PROTOTAL ENTERPRISES LIMITED NANYAN ZHENG FORTUNE NEWS INTERNATIONAL LIMITED HAWAII ASIA HOLDINGS III LIMITED SC CHINA HOLDINGS LTD Dated as of 26 September 2012Consortium Agreement • October 9th, 2012 • 7 Days Group Holdings LTD • Hotels & motels • New York
THIS CONSORTIUM AGREEMENT is made as of 26 September 2012, by and among Boquan He (“Founder A”), Prototal Enterprises Limited, a company incorporated under the laws of the British Virgin Islands (the “Founder A SPV”, and together with Founder A, the “Founder A Consortium Members”), Nanyan Zheng (“Founder B”), Fortune News International Limited, a company incorporated under the laws of the British Virgin Islands (the “Founder B SPV”, and together with Founder B the “Founder B Consortium Members” and together with the Founder A Consortium Members, the “Founder Consortium Members”), Hawaii Asia Holdings III Limited (“Carlyle”) and SC China Holdings Ltd (“Sequoia”, together with Carlyle, the “Sponsors” and each a “Sponsor”). Each of the Founder Consortium Members and the Sponsors is referred to herein as a “Consortium Member” and collectively, the “Consortium Members”. Unless otherwise set forth herein, capitalized terms have the meanings ascribed to such terms as set forth in Section 11.0
Brand Use and Management Entrustment Contract7 Days Group Holdings LTD • November 2nd, 2009
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 COMMITMENT LETTER Sequoia Capital China Growth 2010 Fund, L.P. Sequoia Capital China Growth 2010 Partners Fund, L.P. Sequoia Capital China Growth 2010 Principals Fund, L.P. Suite 2215, 22/F, Two Pacific Place, February 28, 20137 Days Group Holdings LTD • March 29th, 2013 • Hotels & motels • New York
This letter agreement sets forth the commitments of Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and Sequoia Capital China Growth 2010 Principals Fund, L.P. (each, a "Sponsor" and collectively, the "Sponsors"), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Keystone Lodging Holdings Limited, a newly formed exempted company with limited liability incorporated under the laws of the Cayman Islands ("Holdco"). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement") to be entered into among 7 Days Group Holdings Limited (the "Company"), Keystone Lodging Company Limited, a wholly-owned subsidiary of Holdco ("Parent"), Keystone Lodging Acquisition Limited, a wholly-owned subsidiary of Parent ("Merger Sub") and Holdco, Merger Sub will merge with and into th
EQUITY COMMITMENT LETTER Carlyle Asia Partners III, L.P. Two Pacific Place February 28, 2013Equity Commitment Letter • March 29th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
This letter agreement sets forth the commitments of Carlyle Asia Partners III, L.P. ("Sponsor"), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Keystone Lodging Holdings Limited, a newly formed exempted company with limited liability incorporated under the laws of the Cayman Islands ("Holdco"). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement") to be entered into among 7 Days Group Holdings Limited (the "Company"), Keystone Lodging Company Limited, a wholly-owned subsidiary of Holdco ("Parent"), Keystone Lodging Acquisition Limited, a wholly-owned subsidiary of Parent ("Merger Sub") and Holdco, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Concurrently with the delivery of this letter agreement, the part
American Depositary Shares Representing Ordinary Shares (Par Value US$0.125 Per Share) Underwriting Agreement7 Days Group Holdings LTD • November 16th, 2009 • Hotels & motels • New York
The Company hereby acknowledges that, in connection with the proposed offering of the ADSs, it has requested (the “Designated Underwriter”), and the Designated Underwriter has agreed, to administer a directed share program (the “Directed Share Program”) under which up to Underwritten ADSs, or 5% of the Underwritten ADSs to be purchased by the Underwriters (the “Reserved ADSs”), shall be reserved for sale by the Designated Underwriter at the initial public offering price to the Company’s directors, officers, employees and associates (the “Directed Share Participants”) as part of the distribution of the
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 Account • November 2nd, 2009 • 7 Days Group Holdings LTD • Hong Kong
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • November 6th, 2009 • 7 Days Group Holdings LTD • Hotels & motels • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this , 20 (the “Effective Date”), by and between 7 DAYS GROUP HOLDINGS LIMITED, a company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies, collectively referred to as the “Company Group”), and , an individual (the “Executive”).
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 STATEMENTSDelivery of Financial Statements • 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
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • March 4th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
This Interim Investors Agreement (the "Agreement") is made as of February 28, 2013 by and among Happy Travel Limited, a Mauritius company ("Actis"), Keystone Asia Holdings Limited, a Cayman Islands exempted company ("Carlyle") and SCC Growth 2010-Peak Holdco, Ltd., a Cayman Islands exempted company ("Sequoia" and, together with Actis and Carlyle, the "PE Investors"), Nanyan Zheng, Fortune News International Limited, Boquan He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited, Minjian Shi (collectively, including the PE Investors, the "Investors"), Keystone Lodging Holdings Limited, a Cayman Islands exempt company (“Holdco”), Keystone Lodging Company Limited, a Cayman Islands exempt company and wholly-owned subsidiary of Holdco ("Parent") and Keystone Lodging Acquisition Limited, a Cayman Islands exempt company and wholly-owned subsidiary of Parent ("Merger Sub"). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreeme
SERIES A PREFERRED SHARE SUBSCRIPTION AGREEMENTPreferred 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 Agreement7 Days Group Holdings LTD • November 2nd, 2009
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
SUPPORT AGREEMENTSupport Agreement • March 4th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 28, 2013 by and among Keystone Lodging Company Limited, a Cayman Islands exempted company (“Parent”), Keystone Lodging Holdings Limited, a Cayman Islands exempted company (“Holdco”) and the shareholders of 7 Days Group Holdings Limited, a Cayman Islands exempted company (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
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...Shareholders 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”.
JOINT FILING AGREEMENTJoint Filing Agreement • October 9th, 2012 • 7 Days Group Holdings LTD • Hotels & motels
EQUITY COMMITMENT LETTER Boquan HeEquity Commitment Letter • March 4th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
This letter agreement sets forth the commitments of Boquan He (“Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Keystone Lodging Holdings Limited, a newly formed exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among 7 Days Group Holdings Limited (the “Company”), Keystone Lodging Company Limited, a wholly-owned subsidiary of Holdco (“Parent”), Keystone Lodging Acquisition Limited, a wholly-owned subsidiary of Parent (“Merger Sub”) and Holdco, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Concurrently with the delivery of this letter agreement, the parties set forth on Sched
SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”)Securities Purchase Agreement • November 2nd, 2009 • 7 Days Group Holdings LTD • New York
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • May 15th, 2013 • 7 Days Group Holdings LTD • Hotels & motels • New York
This Amended and Restated Interim Investors Agreement (the "Agreement") is made as of April 29, 2013 by and among Happy Travel Limited, a Mauritius company ("Actis"), Keystone Asia Holdings Limited, a Cayman Islands exempted company ("Carlyle"), SCC Growth 2010-Peak Holdco, Ltd., a Cayman Islands exempted company ("Sequoia"), Jaguar Investment Pte Ltd, a Singapore company ("GIC" and, together with Actis, Carlyle and Sequoia, the "PE Investors"), Nanyan Zheng, Fortune News International Limited, Boquan He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited, Minjian Shi (collectively, including the PE Investors, the "Investors"), Keystone Lodging Holdings Limited, a Cayman Islands exempt company (“Holdco”), Keystone Lodging Company Limited, a Cayman Islands exempt company and wholly-owned subsidiary of Holdco ("Parent") and Keystone Lodging Acquisition Limited, a Cayman Islands exempt company and wholly-owned subsidiary of Parent ("Merger Sub"). Capitalized terms used he
Agreement between 7 Days Inn (Shenzhen) Co., Ltd. and Mr. Nanyan ZhengAgreement • 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. ChinaLetter 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”).
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 8th, 2012 • 7 Days Group Holdings LTD • Hotels & motels
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.125, of 7 Days Group Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
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”).
