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EXHIBIT 10.4
SECOND AMENDMENT AND WAIVER AGREEMENT
TO CREDIT AGREEMENT
THIS SECOND AMENDMENT AND WAIVER AGREEMENT TO CREDIT AGREEMENT, dated as of
the 21st day of October, 1998 (this "Second Amendment"), to the Credit Agreement
referred to below is entered into by and among SHOLODGE, INC., a corporation
organized under the laws of Tennessee ("ShoLodge"), the Subsidiaries of ShoLodge
party hereto (the "Subsidiary Borrowers", and together with ShoLodge, the
"Borrowers"), the Lenders party hereto (the "Lenders"), FIRST UNION NATIONAL
BANK (f/k/a FIRST UNION NATIONAL BANK OF TENNESSEE), as Administrative Agent for
the Lenders (the "Administrative Agent"), and NATIONSBANK OF TENNESSEE, N.A., as
Co-Agent for the Lenders (the "Co-Agent").
Statement of Purpose
Pursuant to the Credit Agreement dated as of April 30, 1997 (as
supplemented by the Joinder Agreement No. 1 dated as of June 11, 1997, as
supplemented by the Consent and Waiver Letter dated November 14, 1997, as
amended by the First Amendment to Credit Agreement dated as of January 16, 1998,
as supplemented by the Consent Letter dated as of July 16, 1998, as supplemented
by the Consent and Waiver Letter dated as of August 13, 1998, and as further
amended, restated, supplemented or otherwise modified, the "Credit Agreement")
by and among the Borrowers, the Lenders party thereto, the Administrative Agent
and the Co-Agent, the Lenders agreed to extend certain loans to the Borrowers as
more particularly described therein.
Certain of the Borrowers and certain of their Subsidiaries have entered
into a Motel Purchase Agreement dated as of July 22, 1998, as amended by the
First Amendment to Motel Purchase Agreement dated as of July 30, 1998, by and
among the parties set forth on Exhibits A and B thereto (the "Motel Purchase
Agreement"). Pursuant to the terms of the Motel Purchase Agreement, certain
Borrowers and certain of their Subsidiaries agreed to, among other things, (i)
sell 16 limited services motels at various geographic locations operated under
the franchise name "Shoney's Inn" or "Shoney's Inn & Suites" (the "Motels"),
(ii) accept from the applicable Buyer (as defined in the Purchase Agreement), as
partial consideration for the sale of such assets, a non-recourse purchase money
note for each motel property which evidences a purchase money loan from those
Borrowers and Subsidiaries that are Sellers to such Buyers (the "Motel Sale
Notes") and (iii) deposit a portion of the proceeds therefrom in an escrow
account to assure payment in full or refinancing of a certain series of tax
exempt bonds outstanding with respect to certain Motels (as disclosed on
Schedule 4.5 of the Motel Purchase Agreement), such bonds being secured by
certain letters of credit issued by First Union National Bank and Wachovia Bank,
N.A. (such transaction, the "Motel Sale Transaction").
The Borrowers have requested, and the Agent, the Co-Agent and the Lenders
have agreed, to amend the Credit Agreement and to waive certain provisions of
the Credit Agreement to provide for, among other matters, (i) the confirmation
and acceptance of the Motel Sale Transaction, (ii) the pledge of certain of the
Motel Sale Notes (together with the security therefor) executed in connection
with the Motel Sale Transaction, (iii) the reduction of the Aggregate
Commitment, (iv) the modification of the Revolving Termination Date, (v) certain
amendments to the financial
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covenants provided for in Article IX of the Credit Agreement and (v) certain
other amendments and waivers specifically provided for herein, said amendment
and waiver being pursuant to the terms and conditions of this Second Amendment.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereto hereby agree as follows:
1.01 Capitalized Terms. Except as otherwise provided in this Second
Amendment, all capitalized undefined terms used in this Second Amendment shall
have the meanings assigned thereto in the Credit Agreement.
2.01 Updated Schedules. Attached hereto are updated versions of Schedules
1.1(a), 6.1(a), 6.1(b) and 6.1(v) to the Credit Agreement, which schedules have
been revised to include all information required to be provided therein with
respect to the Borrowers and their Subsidiaries. In addition, attached hereto
are Schedules 1.1(c), 1.1(d) and 2.6(b) to the Credit Agreement as required to
be delivered in connection with this Second Amendment. Each reference to
Schedules 1.1(a), 1.1(c), 1.1(d), 2.6(b), 6.1(a), 6.1(b) and 6.1(v) in the
Credit Agreement which indicates that the information provided therein is true
as of the Closing Date of the Credit Agreement shall be deemed to be a reference
to such information as of the closing date of this Second Amendment.
3.01 Amendments to Credit Agreement.
(a) Commitments.
(i) Aggregate Commitment. The parties hereto acknowledge that
immediately prior to the closing date of this Second Amendment the
Aggregate Commitment was equal to $75,000,000. Upon the closing date of
this Second Amendment, the Aggregate Commitment shall equal $30,000,000;
provided that until the conditions set forth in Sections 5.01 and 6.01 of
this Second Amendment are satisfied, the Aggregate Commitment shall be
Fifteen Million Dollars ($15,000,000).
(ii) Commitments of each Lender. The parties hereto hereby acknowledge
that upon the closing date of this Second Amendment (i) the Commitment of
each Lender shall be as set forth on Schedule 1.1(a) to the Credit
Agreement (which updated Schedule 1.1(a) to the Credit Agreement is
attached hereto), (ii) each outstanding Loan under the Credit Agreement
shall be repaid in full and all accrued but unpaid interest due on each
such Loan under the Credit Agreement and all accrued but unpaid fees and
other amounts under the Credit Agreement shall be paid in full, (iii) each
Loan requested by the Borrowers to be made on or after the closing date of
this Second Amendment shall be allocated among each Lender according to the
Commitment Percentage of each such Lender and each such Loan shall be made
in accordance with the terms and provisions of the Credit Agreement, (iv)
to the extent that the Commitment of any Lender has been increased or
decreased, an amended and restated Revolving Credit Note shall be issued to
such Lender in the amount of the Commitment of such Lender (and the
existing Revolving Credit Note of each Lender shall be returned to the
Borrowers) and (v) the Administrative Agent shall make any adjustments in
the Register as are necessary to reflect the increase or the decrease of
the Commitment of any Lender.
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(b) Amendment to Existing Definitions. The definitions of the quoted terms
set forth below which are set out in Section 1.1 of the Credit Agreement are
hereby amended in their entirety to read as follows:
"Aggregate Commitment" means the aggregate amount of the Lenders'
Commitments hereunder, as such amount may be modified at any time or from
time to time pursuant to Section 2.6. On the closing date of the Second
Amendment and Waiver Agreement to Credit Agreement dated as of October 21,
1998, the Aggregate Commitment shall be Thirty Million Dollars
($30,000,000); provided that until the conditions set forth in Sections
5.01 and 6.01 of the Second Amendment and Waiver Agreement to Credit
Agreement dated as of October 21, 1998 are satisfied, the Aggregate
Commitment shall be Fifteen Million Dollars ($15,000,000).
"Agreement" means this Credit Agreement, as supplemented by the
Joinder Agreement No. 1 dated as of June 11, 1997, as supplemented by the
Consent and Waiver Letter dated November 14, 1997, as amended by the First
Amendment to Credit Agreement dated as of January 16, 1998, as supplemented
by the Consent Letter dated as of July 16, 1998, as supplemented by the
Consent and Waiver Letter dated as of August 13, 1998, as amended by the
Second Amendment and Waiver Agreement to Credit Agreement dated as of
October 21, 1998, and as further amended, restated, supplemented or
otherwise modified from time to time.
"Loan Documents" means, collectively, this Agreement, the Notes, the
Applications, any Hedging Agreement executed by any Lender, the Pledge
Agreement and each other document, instrument and agreement executed and
delivered by any Borrower, or any Subsidiary thereof in connection with
this Agreement or otherwise referred to herein or contemplated hereby, all
as may be amended or supplemented from time to time.
"Net Income" means, with respect to ShoLodge and its Subsidiaries, the
Consolidated net income (or loss) of ShoLodge and its Subsidiaries for such
period determined in accordance with GAAP; provided that there shall be
excluded from net income (A) any extraordinary gains and (B) any ordinary
gains (other than ordinary gains pursuant to the Motel Sale Transaction)
which arise from the sale of assets to a Person whose debt rating is not
investment grade and pursuant to which any portion of the consideration
received is deferred.
(c) Additional Defined Terms. Section 1.1 of the Credit Agreement is
further amended by the addition of the following definitions:
"Collateral" shall have the meaning assigned thereto in the Pledge
Agreement.
"Completion Costs" means, with respect to ShoLodge and its
Subsidiaries at any date, with regard to any uncompleted Construction
Project of ShoLodge and its Subsidiaries, the aggregate development and
construction costs necessary to complete such Construction Project, as of
the date of determination, which have not been expended.
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"Construction Project" means any construction project during the time
period from (i) the date of groundbreaking on such construction project (as
evidenced by the pouring of footings) to (ii) the date of issuance by the
applicable Governmental Authority of a temporary certificate of occupancy
(and the actual occupancy thereof).
"▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Letter of Credit" means the Letter of Credit issued
on July 16, 1998 in the amount of $2,400,000 for the benefit of MetroFirst
Mortgage Bankers, Inc. in connection the financing by MetroFirst Mortgage
Bankers, Inc. of the construction and continued financing of a hotel by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Inc. on real property owned by Southeast Texas Inns,
Inc., as Subsidiary of ShoLodge, and located in Bexar County, Texas.
"Expended Project Costs" means, with respect to ShoLodge and its
Subsidiaries at any date, with regard to any uncompleted Construction
Project of ShoLodge and its Subsidiaries, the aggregate development and
construction costs which have been expended, as of the date of
determination, with respect to such Construction Project.
"Intercreditor Agreement" means the Intercreditor Agreement, executed
in connection with the Second Amendment and Waiver Agreement to Credit
Agreement dated October 21, 1998, by and among the Administrative Agent, on
behalf of itself and the Lenders, the holders of the Pledged Notes and the
holders of the Non-Pledged Notes (to be in form and substance satisfactory
to the Administrative Agent and the Lenders in their sole discretion and to
provide for the allocation of the collateral securing the Pledged Notes and
the Non-Pledged Notes).
"Motel Purchase Agreement" means the Motel Purchase Agreement dated as
of July 22, 1998, as amended by the First Amendment to Motel Purchase
Agreement dated as of July 30, 1998, by and among certain of the Borrowers
and certain of their Subsidiaries party thereto, as set forth on Exhibit A
thereto, and certain buyers party thereto, as set forth on Exhibit B
thereto.
"Motel Sale Transaction" means the series of transactions set forth in
the Motel Purchase Agreement and the documents executed in connection
therewith pursuant to which certain of the Borrowers and certain of their
Subsidiaries agreed to (i) sell 16 limited services motels (the "Motels")
at various geographic locations operated under the franchise name "Shoney's
Inn" or "Shoney's Inn & Suites", (ii) accept from the applicable buyer
party to the Motel Purchase Agreement, as partial consideration for the
sale of such assets, a non-recourse purchase money note for each motel
property which evidences a purchase money loan from those Borrowers and
Subsidiaries that are sellers to such buyers and (iii) deposit a portion of
the proceeds therefrom in an escrow account to assure payment in full or
refinancing of a certain series of tax exempt bonds outstanding with
respect to certain Motels (as disclosed on Schedule 4.5 of the Motel
Purchase Agreement), such bonds being secured by certain letters of credit
issued by First Union National Bank and Wachovia Bank, N.A.
"Non-Pledged Notes" means the promissory notes executed in connection
with the Motel Sale Transaction which are not pledged to the Administrative
Agent, for the benefit
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of itself and the Lenders, pursuant to the Pledge Agreement, as more
particularly described on Schedule 1.1(d) attached hereto.
"Pledge Agreement" means the Pledge and Security Agreement dated as of
October 21, 1998 executed by the Borrowers party thereto in favor of the
Administrative Agent, for the benefit of itself and the Lenders, as
amended, restated, modified or supplemented from time to time,
substantially in the form of Exhibit I attached hereto.
"Pledged Notes" means the promissory notes executed in connection with
the Motel Sale Transaction and pledged to the Administrative Agent, for the
benefit of itself and the Lenders, pursuant to the Pledge Agreement, as
more particularly described on Schedule 1.1(c) attached hereto.
"Project Development Expenditures" means, with respect to ShoLodge and
its Subsidiaries at any date, with regard to any uncompleted Construction
Project of ShoLodge and its Subsidiaries, the sum of (a) Expended Project
Costs plus (b) Completion Costs.
(d) Amendment to Section 2.1. Section 2.1 of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
SECTION 2.1. Revolving Credit Loans. Subject to the terms and
conditions of this Agreement, each Lender severally agrees to make
Revolving Credit Loans to the Borrowers from time to time from the Closing
Date through the Revolving Termination Date as requested by the Borrowers
in accordance with the terms of Section 2.3; provided, that (a) the
aggregate principal amount of all outstanding Revolving Credit Loans (after
giving effect to any amount requested) shall not exceed the Aggregate
Commitment less the sum of all outstanding Swingline Loans and the L/C
Obligations, (b) the principal amount of outstanding Revolving Credit Loans
from any Lender to the Borrowers shall not at any time exceed such Lender's
Commitment and (c) the Lenders shall not be required to make any Revolving
Credit Loans to the Borrowers in connection with the redemption or purchase
of certain shares of the common stock of ShoLodge as permitted under
Section 10.8(b) unless the Borrowers shall have complied with the terms of
Section 2.8(b). Each Revolving Credit Loan by a Lender shall be in a
principal amount equal to such Lender's Commitment Percentage of the
aggregate principal amount of Revolving Credit Loans requested on such
occasion. Subject to the terms and conditions hereof, the Borrowers may
borrow, repay and reborrow Revolving Credit Loans hereunder until the
Revolving Termination Date.
(e) Amendment to Section 2.4(c). The first sentence of subsection (c) of
Section 2.4 of the Credit Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:
If pursuant to Section 10.7(c) or (f) an amount equal to the Net
Disposition Proceeds is not reinvested into comparable replacement assets
by any Borrower or any of its Subsidiaries within twelve (12) months of the
applicable Disposition (or within twelve (12) months of the receipt of
payment of any deferred payments (including, without limitation, any
deferred payments received by ShoLodge under any Sale-Leaseback
Agreement)), then within five
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(5) days after the passage of said twelve (12) month period, the Borrowers
shall immediately repay to the Administrative Agent for the account of the
Lenders, Extensions of Credit in an amount equal to such Net Disposition
Proceeds not so reinvested; provided that the Net Disposition Proceeds
received by any Borrower or any of its Subsidiaries in connection with the
Motel Sale Transaction shall be applied to reduce the Aggregate Commitment
as set forth in Section 2.6 of this Agreement.
(f) Amendment to Section 2.6(b) and Addition of new Section 2.6(b).
Subsection (b) of Section 2.6 of the Credit Agreement is hereby deleted in its
entirety and the following subsections (b) and (c) of Section 2.6 of the Credit
Agreement are hereby set forth as an addition to the Credit Agreement:
(b) The Aggregate Commitment shall be permanently reduced (i) by an
amount equal to one hundred percent (100%) of any principal payments
received by any Borrower or any of its Subsidiaries made pursuant to the
Pledged Notes and (ii) by an amount equal to the applicable percentage set
forth on Schedule 2.6(b) of any principal payments received by any Borrower
or any of its Subsidiaries made pursuant to the Non-Pledged Notes.
(c) Each permanent reduction permitted or required pursuant to this
Section 2.6 shall be accompanied by a payment of principal (and with
respect to L/C Obligations, furnishing of cash collateral) sufficient to
reduce the aggregate outstanding Extensions of Credit of the Lenders after
such reduction to the Aggregate Commitment as so reduced. Any reduction of
the Aggregate Commitment to zero shall be accompanied by payment of all
outstanding Obligations (and furnishing of cash collateral satisfactory to
the Administrative Agent for all L/C Obligations) and, if such reduction is
permanent, termination of the Commitments and Credit Facility. Such cash
collateral shall be applied in accordance with Section 11.2(b). If the
reduction of the Aggregate Commitment requires the repayment of any LIBOR
Rate Loan, such reduction may be made only on the last day of the then
current Interest Period applicable thereto unless such repayment is
accompanied by any amount required to be paid pursuant to Section 4.9
hereof.
(g) Amendment to Section 2.7. Section 2.7 of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
SECTION 2.7. Revolving Termination Date. The Credit Facility (subject
to Section 2.2(a) with respect to Swingline Loans) shall terminate on the
earliest of (a) June 30, 1999, (b) the date of termination by the Borrowers
pursuant to Section 2.6, and (c) the date of termination by the
Administrative Agent on behalf of the Lenders pursuant to Section 11.2(a).
(h) Amendment to Section 2.8. Section 2.8 of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
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SECTION 2.8. Use of Proceeds.
(a) Subject to subsection (b) below, the Borrowers shall use the
proceeds of the Loans (i) to refinance certain existing indebtedness
including the Refinanced Debt, (ii) to redeem or purchase certain shares of
the capital stock of ShoLodge as permitted under Section 10.8(b) and (iii)
for working capital and general corporate requirements of ShoLodge and its
Subsidiaries, including the payment of certain fees and expenses incurred
in connection with the transactions contemplated hereby.
(b) ShoLodge shall not be permitted to use greater than $7,500,000 of
the Loans in connection with the redemption or purchase of certain shares
of the common stock of ShoLodge as permitted under Section 10.8(b). In
addition, ShoLodge shall not be permitted to use Loans in connection with
such redemption or purchase until ShoLodge has delivered evidence to the
Administrative Agent, in form and substance satisfactory to the
Administrative Agent, that ShoLodge has redeemed or purchased certain
shares of its capital stock in an amount equal to or greater than
$5,000,000 from available funds other than the Loans.
(i) Amendment of Section 3.1. Clause (ii) of the proviso to the first
sentence of Section 3.1 of the Credit Agreement shall be deleted in its entirety
and the following shall be inserted in lieu thereof:
(ii) be a standby letter of credit issued to support the obligations
of the Borrowers, contingent or otherwise, incurred in the ordinary
course of business (other than the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Letter of Credit)
(j) Addition of Section 4.12. The following Section 4.12 of the Credit
Agreement is hereby set forth as an addition to the Credit Agreement:
SECTION 4.12. Security. The Obligations of the Borrowers shall be
secured as provided in the Pledge Agreement.
(k) Amendment to Section 8.13 and Addition of New Section 8.13. Section
8.13 of the Credit Agreement is amended to become Section 8.14 of the Credit
Agreement and the following Section 8.13 of the Credit Agreement is hereby added
to the Credit Agreement:
SECTION 8.13. Year 2000 Compatibility. Take all actions reasonably
necessary to assure that each Borrower's computer based systems are able to
operate and effectively process data which includes dates on and after
January 1, 2000. At the request of the Administrative Agent, each Borrower
shall provide reasonable assurances satisfactory to the Administrative
Agent of such Borrower's Year 2000 compatibility, and, to the extent that
the computer based systems of any supplier, vendor or customer of any
Borrower, is material to the business and operations of such Borrower, such
Borrower will provide reasonable assurances satisfactory to the
Administrative Agent of such supplier's, vendor's or customer's Year 2000
compatibility.
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(l) Amendment to Section 9.4. Section 9.4 of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
SECTION 9.4. Fixed Charge Coverage Ratio. As of the end of any fiscal
quarter, permit the ratio of (a) the sum of (i) Consolidated EBIT
(excluding (A) accretion income associated with any Defeased Debt and (B)
amortization of gain on the sale of assets in connection with the
Sale-Leaseback Transactions pursuant to the Sale-Leaseback Agreements) of
ShoLodge and its Subsidiaries for the period of four (4) consecutive fiscal
quarters ending on such fiscal quarter end plus (ii) Consolidated
depreciation and amortization (excluding amortization of gain on the sale
of assets in connection with the Sale-Leaseback Transactions pursuant to
the Sale-Leaseback Agreements) of ShoLodge and its Subsidiaries for such
period of four (4) consecutive fiscal quarters plus (iii) Operating Lease
Payments of ShoLodge and its Subsidiaries for such period of four (4)
consecutive fiscal quarters to (b) the sum of (i) Interest Expense of
ShoLodge and its Subsidiaries for such period of four (4) consecutive
fiscal quarters plus (ii) Capitalized Interest for such period of four (4)
consecutive fiscal quarters plus (iii) Operating Lease Payments of ShoLodge
and its Subsidiaries for such period of four (4) consecutive fiscal
quarters plus (iv) any scheduled principal payments during such period of
four (4) consecutive fiscal quarters with respect to any Debt (regardless
of whether such amounts were actually paid), to be less than 1.50 to 1.00.
(m) Addition of Section 9.5. The following Section 9.5 of the Credit
Agreement is hereby set forth as an addition to the Credit Agreement:
SECTION 9.5. Project Development Expenditures. As of the end of any
fiscal quarter, permit Project Development Expenditures to exceed
$60,000,000.
(n) Amendment to Sections 10.4(d) and (e) and Addition of new Section
10.4(e). Subsection (d) of Section 10.4 of the Credit Agreement is hereby
deleted in its entirety, subsection (e) of Section 10.4 of the Credit Agreement
is amended to become subsection (f) of Section 10.4 of the Credit Agreement and
the following subsections (d) and (e) of Section 10.4 of the Credit Agreement
are hereby set forth as an addition to the Credit Agreement:
(d) investments, loans or advances not otherwise permitted by this
Section 10.4, after the Closing Date in or to other Persons in an aggregate
amount not to exceed $10,000,000, provided that (i) such Person shall be a
franchisee of ShoLodge, a Subsidiary of ShoLodge or any Affiliate thereof,
or engaged in the hotel/motel business and (ii) such permitted amount shall
be reduced by the face amount of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Letter of Credit;
(e) the loans made by certain of the Borrowers and certain of their
Subsidiaries in an aggregate amount not to exceed $67,500,002 pursuant to
the Motel Sale Transaction, as evidenced by the Pledged Notes and the
Non-Pledged Notes described on Schedules 1.1(c) and 1.1(d), respectively;
provided that the Pledged Notes, as described on Schedule 1.1(c), shall be
pledged to the Administrative Agent, for the benefit of itself and the
Lenders, pursuant to the Pledge Agreement; and
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(o) Amendment to Section 10.7(c). Subsection (c) of Section 10.7 of the
Credit Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
(c) the sale or disposition (a "Disposition") of fixed assets
consisting of real property (including land, improvements and fixtures),
equipment and other personalty used or held in connection with hotels owned
by ShoLodge or a Subsidiary of ShoLodge or the capital stock or other
ownership interest of a corporation or other entity that owns such assets
(the "Hotel Fixed Assets") if such sale or disposition has been previously
approved in writing by the Administrative Agent and the Required Lenders;
provided that, in the event any Disposition is approved in writing by the
Administrative Agent and the Required Lenders, the Net Disposition Proceeds
from each such Disposition shall be applied as determined by the
Administrative Agent and the Required Lenders.
(p) Amendment to Sections 10.7(f) and (g) and Addition of new Section
10.7(g). The phrase "and" at the end of subsection (f) of Section 10.7 of the
Credit Agreement is hereby deleted, subsection (g) of Section 10.7 of the Credit
Agreement is amended to become subsection (h) of Section 10.7 of the Credit
Agreement and the following subsection (g) of Section 10.7 of the Credit
Agreement is hereby set forth as an addition to the Credit Agreement:
(g) the sale of certain assets of the Borrowers and certain of their
Subsidiaries pursuant to the Motel Sale Transaction; provided, that the
Aggregate Commitment shall be permanently reduced in the manner set forth
in Section 2.6 of this Agreement (i) by an amount equal to one hundred
percent (100%) of any principal payments received by any Borrower or any of
its Subsidiaries pursuant to the Pledged Notes and (ii) by an amount equal
to the applicable percentage set forth on Schedule 2.6(b) of any principal
payments received by any Borrower or any of its Subsidiaries made pursuant
to the Non-Pledged Notes; and
(q) Amendment to Sections 10.8(a) and (b) and Addition of new Section
10.8(b). The phrase "and" at the end of subsection (a) of Section 10.8 of the
Credit Agreement is hereby deleted, subsection (b) of Section 10.8 of the Credit
Agreement is amended to become subsection (c) of Section 10.8 of the Credit
Agreement and the following subsection (b) of Section 10.8 of the Credit
Agreement is hereby set forth as an addition to the Credit Agreement:
(b) ShoLodge may redeem or purchase certain shares of its common stock
in an aggregate amount not to exceed $12,500,000; provided that the Lenders
shall not be required to make any Revolving Credit Loans to the Borrowers
in connection with such redemption or purchase unless the Borrowers shall
have complied with the terms of Section 2.8(b); and
(r) Addition of new Section 10.14. The following Section 10.14 of the
Credit Agreement is hereby set forth as an addition to the Credit Agreement:
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SECTION 10.14. Provisions Respecting the Pledged Notes and the
Non-Pledged Notes.
(a) In addition to and without limiting the generality of Section
10.3, create, incur, assume or suffer to exist, or permit any Affiliate
thereof to create, incur, assume or suffer to exist, any Lien on or with
respect to any of the Pledged Notes (other than the Liens of the
Administrative Agent for the benefit of itself and the Lenders).
(b) Until the execution of the Intercreditor Agreement, upon any
default or event of default under any of the Pledged Notes, any of the
Non-Pledged Notes or any of the Collateral, seek to enforce, or permit any
Affiliate thereof to seek to enforce, any of the rights or remedies
thereunder without the consent of the Administrative Agent; provided that
the Borrowers, their Subsidiaries and their Affiliates hereby agree to
provide prompt notice to the Administrative Agent of (i) any default or
event of default under any of the Pledged Notes, any of the Non-Pledged
Notes or any of the Collateral or (ii) any event which could materially
adversely affect any of the Pledged Notes, any of the Non-Pledged Notes or
any of the Collateral.
(s) Amendment to Section 13.11. Section 13.11 of the Credit Agreement is
hereby deleted in its entirety and the following is substituted in lieu thereof:
SECTION 13.11. Amendments, Waivers and Consents. Except as set forth
below, any term, covenant, agreement or condition of this Agreement or any
of the other Loan Documents may be amended or waived by the Lenders, and
any consent given by the Lenders, if, but only if, such amendment, waiver
or consent is in writing signed by the Required Lenders (or by the
Administrative Agent with the consent of the Required Lenders) and
delivered to the Administrative Agent and, in the case of an amendment,
signed by the Borrowers; provided, that no amendment, waiver or consent
shall (a) increase the amount or extend the time of the obligation of the
Lenders to make Loans or issue or participate in Letters of Credit
(including without limitation pursuant to Section 2.7), (b) extend the
originally scheduled time or times of payment of the principal of any Loan
or Reimbursement Obligation or the time or times of payment of interest on
any Loan or Reimbursement Obligation, (c) reduce the rate of interest or
fees payable on any Loan or Reimbursement Obligation, (d) permit any
subordination of the principal or interest on any Loan or Reimbursement
Obligation, (e) release any material portion of the Collateral or release
the Pledge Agreement (other than as specifically permitted or contemplated
in this Agreement or the Pledge Agreement) or (f) amend the provisions of
this Section 13.11 or the definition of Required Lenders, without the prior
written consent of each Lender. In addition, no amendment, waiver or
consent to the provisions of (a) Article XII shall be made without the
written consent of the Administrative Agent and (b) Article III without the
written consent of the Issuing Lender.
(t) Addition to Section 13.19. The following sentence is set forth as an
addition to Section 13.19 of the Credit Agreement:
The Administrative Agent is hereby permitted to release the Pledge
Agreement and all Liens on the Collateral in favor of the
Administrative Agent, for the ratable benefit of itself and the
Lenders, upon repayment of the outstanding principal of and all
accrued
10
11
interest on the Loans, payment of all outstanding fees and expenses
hereunder and the termination of the Lender's Commitments.
(u) Exhibits. Attached hereto is a copy of Exhibit I as referenced in this
Third Amendment.
4.01 Waiver of the Credit Agreement. The Administrative Agent, the Co-Agent
and the Lenders hereby waive the following Event of Defaults:
(a) Non-compliance with Section 9.3 (Senior Leverage Ratio) of the
Credit Agreement for the fiscal quarter ending July 12, 1997; and
(b) Non-compliance with Section 9.4 (Fixed Charge Ratio) of the Credit
Agreement for the fiscal quarter ending July 12, 1997.
5.01 Effectiveness. This Second Amendment shall become effective upon the
satisfaction of the following conditions:
(a) Second Amendment Documents. The Borrowers shall have delivered to
the Administrative Agent the following documents:
(i) a fully executed original hereof;
(ii) a fully executed original of each amended and restated
Revolving Credit Note; and
(iii) a fully executed original of the Pledge Agreement, and each
other document reasonably requested by the Administrative
Agent in connection therewith, including, without
limitation, subject to Section 6.01 (where applicable), (A)
each Pledged Note pledged pursuant to the Pledge Agreement,
(B) an allonge to each such Pledged Note, (C) a notice of
pledge to each obligor on each such Pledged Note, (D) the
original of each mortgage securing each such Pledged Note,
(E) a collateral assignment of mortgage instrument executed
in connection with each mortgage securing each such Pledged
Note, (F) (1) copies of the title policies (or, if such
title policies are unavailable, the marked-up title
commitments) with respect to each mortgage securing each
such Pledged Note, (2) the surveys with respect to each
mortgage securing each such Pledged Note and (3)
endorsements to such title policies, insuring the
Administrative Agent, for the benefit of itself and the
Lenders, with respect to each mortgage securing each such
Pledged Note (if requested by Administrative Agent or the
Required Lenders), (G) all UCC-1 financing statements and
all UCC-3 financing statements that are necessary to perfect
the security interests of the Lenders in the Collateral
described in the Pledge Agreement, (H) each original stock
certificate, with stock power attached, pledged as security
for each such
11
12
Pledged Note, (I) a notice of assignment of each deposit
account pledged as security for each such Pledged Note, (J)
opinions of counsel with respect to such matters as the
Administrative Agent shall request, (K) a fully executed
original of an Intercreditor Agreement (such Intercreditor
Agreement to be in form and substance satisfactory to the
Administrative Agent and the Lenders in their sole
discretion and to provide for the allocation of the
collateral securing the Pledged Notes and the Non-Pledged
Notes), and (L) all other filings, recordations, documents
and other agreements that are necessary to perfect the
security interests of the Lenders in the Collateral
described in the Pledge Agreement or which are reasonably
requested by the Administrative Agent in connection with
this Second Amendment, all in form and substance
satisfactory to the Administrative Agent.
(b) Motel Sale Agreement. The Borrowers shall have delivered to the
Administrative Agent executed copies of the Motel Sale Agreement, and each
other agreement or document reasonably requested by the Administrative
Agent which has been executed in connection therewith, each of which are
true, correct and complete as of the date of this Second Amendment.
(c) Certificates of Secretary. The Administrative Agent shall have
received a certificate of the secretary or assistant secretary of each
Borrower (i) certifying that the articles of incorporation and the bylaws
of such Borrower delivered on the Closing Date of the Credit Agreement have
not been repealed, revoked, rescinded or amended in any respect, (ii)
certifying that the resolutions duly adopted by the Board of Directors of
such Borrower which were delivered on the Closing Date of the Credit
Agreement authorize the execution, delivery and performance of this Second
Amendment and each other document delivered in connection with this Second
Amendment and that such resolutions have not been repealed, revoked,
rescinded or amended in any respect; and (iii) as to the incumbency and
genuineness of the signature of each officer of such Borrower executing
this Second Amendment and the other Loan Documents to which it is a party.
In addition, the Administrative Agent shall have received a certificate of
the secretary or assistant secretary of each Borrower party to the Pledge
Agreement certifying that attached thereto is a true and complete copy of
resolutions duly adopted by the Board of Directors of such Borrower
authorizing the execution, delivery and performance of the Pledge Agreement
and each other document executed in connection with the Pledge Agreement
and that such resolutions have not been repealed, revoked, rescinded or
amended in any respect.
(d) Opinion of Counsel. The Administrative Agent shall have received a
favorable opinion of counsel to the Borrowers addressed to the
Administrative Agent and the Lenders with respect to the Borrowers and the
Second Amendment (including, without limitation, the Pledge Agreement).
(e) Repayment of the Loans. On the closing date of this Second
Amendment, the Borrowers shall repay any outstanding Revolving Credit Loans
under the Credit Agreement, including, without limitation, all accrued but
unpaid interest due thereon.
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13
(f) Fees and Expenses. The Administrative Agent shall have been
reimbursed for all fees, including, without limitation, a waiver and
restructuring fee agreed upon by the Administrative Agent and the
Borrowers, and out of pocket charges and other expenses incurred in
connection with this Second Amendment and the transactions contemplated
herein, including, without limitation, the costs and expenses set forth in
Section 7.01(c).
6.01 Post-Closing Covenants and Conditions.
(a) As soon as possible and in any event within thirty (30) days of
the closing date of this Second Amendment, the Borrowers shall provide to
the Administrative Agent the following documents, all in form and substance
satisfactory to the Administrative Agent:
(i) a notice of pledge to each obligor on each such Pledged Note;
(ii) to the extent the original of any mortgage has been received
by the applicable holder of such Pledged Note, the original of each
such mortgage securing each such Pledged Note; provided that to the
extent the original of any such mortgage has not been received by the
applicable holder of such Pledged Note within such thirty (30) day
period, the Borrowers shall provide the original of each such mortgage
immediately upon receipt thereof;
(iii) a collateral assignment of mortgage instrument executed in
connection with each mortgage securing each such Pledged Note;
provided that (i) to the extent filing information is not available
with respect to any such mortgage, a fully executed collateral
assignment of mortgage instrument shall be delivered to the
Administrative Agent (with only the blank for the filing information
to be included therein) and (ii) the Administrative Agent shall be
authorized to file any such collateral assignment of mortgage
instrument noted in clause (i) of this proviso upon the receipt of the
applicable information;
(iv) copies of the title policies with respect to each mortgage
securing each such Pledged Note, the surveys with respect to each
mortgage securing each such Pledged Note and endorsements to the title
policies, insuring the Administrative Agent, for the benefit of itself
and the Lenders, with respect to each mortgage securing each such
Pledged Note (if requested by the Administrative Agent or the Required
Lenders); provided that to the extent copies of the title policies and
endorsements to the title policies have not been provided to the
Borrowers by the title company with respect to any such mortgage, such
copies of such title policies and such endorsements to such title
policies shall be provided to the Administrative Agent immediately
upon the receipt thereof;
(v) all UCC-1 financing statements and all UCC-3 financing
statements that are necessary to perfect the security interests of the
Lenders in the Collateral described in the Pledge Agreement; provided
that (i) to the extent filing information is
13
14
not available with respect to any such UCC-3 financing statement, a
fully executed UCC-3 financing statement shall be delivered to the
Administrative Agent (with only the blank for the filing information
to be included therein) and (ii) the Administrative Agent shall be
authorized to file any such UCC-3 financing statements noted in clause
(i) upon the receipt of the applicable information;
(vi) a notice of assignment of each deposit account pledged as
security for each such Pledged Note;
(vii) opinions of local counsel with respect to such matters as
the Administrative Agent shall request; provided that (i) to the
extent that any collateral assignment of mortgage and any UCC-3
financing statement to be covered by any such opinion has not been
filed, a draft of such opinion and (ii) upon the filing of the
applicable collateral assignment of mortgages and the applicable UCC-3
financing statements, the Borrowers shall immediately deliver executed
copies of such opinions;
(viii) a fully executed original of an Intercreditor Agreement
(such Intercreditor Agreement to be in form and substance satisfactory
to the Administrative Agent and the Lenders in their sole discretion
and to provide for the allocation of the collateral securing the
Pledged Notes and the Non-Pledged Notes); and
(ix) all other filings, recordations, documents and other
agreements that are necessary to perfect the security interests of the
Lenders in the Collateral described in the Pledge Agreement or which
are reasonably requested by the Administrative Agent in connection
with this Second Amendment.
To the extent any documents set forth in this subsection (a) are
provided to the Administrative Agent within such thirty (30) day
period but have not been fully completed (as permitted thereunder),
the Borrowers will provide the applicable information immediately upon
obtaining such information.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN
THE CREDIT AGREEMENT, THE AGGREGATE PRINCIPAL AMOUNT OF ALL OUTSTANDING
LOANS (AFTER GIVING EFFECT TO ANY AMOUNT REQUESTED) AND L/C OBLIGATIONS
SHALL NOT EXCEED FIFTEEN MILLION DOLLARS ($15,000,000) UNTIL THE CONDITIONS
SET FORTH IN THIS SECTION 6.01 ARE SATISFIED WITHOUT THE WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT, THE CO-AGENT AND EACH LENDER. IN CONNECTION
THEREWITH, THE LENDERS SHALL NOT BE OBLIGATED TO MAKE ANY LOAN OR ISSUE ANY
LETTER OF CREDIT UNTIL THE CONDITIONS SET FORTH IN THIS SECTION 6.01 ARE
SATISFIED IF THE AGGREGATE PRINCIPAL AMOUNT OF ALL OUTSTANDING LOANS (AFTER
GIVING EFFECT TO ANY AMOUNT REQUESTED) AND L/C OBLIGATIONS WOULD EXCEED
FIFTEEN MILLION DOLLARS ($15,000,000).
14
15
7.01 General Provisions.
(a) Representations and Warranties.
(i) Each Borrower hereby confirms that each representation and
warranty made by it under the Loan Documents is true and correct as of the
date hereof (or such other date specifically set forth with respect to any
such representation and warranty as set forth in the Credit Agreement) and
that no Default or Event of Default has occurred or is continuing under the
Credit Agreement.
(ii) Each 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.
(iii) Each Borrower hereby represents and warrants that each
Borrower and each of its Subsidiaries has the right, power and authority
and has taken all necessary corporate and other action to authorize the
execution, delivery and performance of this Second Amendment and each other
document executed in connection herewith to which it is a party in
accordance with their respective terms. This Second Amendment and each
other document executed in connection herewith has been duly executed and
delivered by the duly authorized officers of each Borrower and each of its
Subsidiaries party thereto, and each such document constitutes the legal,
valid and binding obligation of each Borrower and each of its Subsidiaries
party thereto, enforceable in accordance with its terms.
(iv) Each Borrower (as applicable) hereby represents and warrants
that the Motel Sale Agreement and all other agreements and documents
executed in connection therewith have been duly executed and delivered by
the duly authorized officers of each Borrower and each of its Subsidiaries
party thereto, and each such document constitutes the legal, valid and
binding obligation of each Borrower and each of its Subsidiaries party
thereto, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar state or federal debtor relief laws from time to time
in effect which affect the enforcement of creditors' rights in general and
the availability of equitable remedies.
(b) Limited Amendment. Except as expressly supplemented and amended herein,
the Credit Agreement and each other Loan Document shall continue to be and shall
remain, in full force and effect. The amendments and waivers set forth in this
Second Amendment are specific and limited and this Second Amendment shall not be
deemed (i) to be a waiver of, or consent to, a modification or amendment of, any
other term or condition of the Credit Agreement or the Loan Documents now or in
the future or (ii) to prejudice any other right or rights which the
Administrative Agent or the 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 jointly and severally agree to
pay or reimburse the Administrative Agent for all of its reasonable and
customary out-of-pocket costs and
15
16
expenses incurred in connection with the preparation, negotiation and execution
of this Second Amendment, including, without limitation, the reasonable fees and
disbursements of counsel.
(d) Counterparts. This Second Amendment 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.
(f) GOVERNING LAW. THIS SECOND AMENDMENT 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.
(g) Fax Transmission. A facsimile, telecopy or other reproduction of this
Second Amendment may be executed by one or more parties hereto, and an executed
copy of this Second Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Second Amendment as well as any facsimile, telecopy
or other reproduction hereof.
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17
IN WITNESS WHEREOF the undersigned hereby cause this Second Amendment to be
executed and delivered as of the date first above written.
AGENTS AND LENDERS:
FIRST UNION NATIONAL BANK (f/k/a FIRST UNION
NATIONAL BANK OF TENNESSEE), as
Administrative Agent, as Swingline Lender
and as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Title: Director
---------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Second Amendment Signature Page
18
NATIONSBANK OF TENNESSEE, N.A., as Co-
Agent and as Lender
By: /s/ B. E. ▇▇▇▇▇▇▇
------------------------------------
Name: B. E. ▇▇▇▇▇▇▇
----------------------------------
Title: Vice President
---------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Second Amendment Signature Page
19
SUNTRUST BANK, NASHVILLE, N.A., as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: Assistant Vice President
--------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Second Amendment Signature Page
20
FIRST AMERICAN NATIONAL BANK, as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇
----------------------------------
Title: Vice President
---------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Second Amendment Signature Page
21
FIRST TENNESSEE BANK, NATIONAL
ASSOCIATION, as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Commercial Loan Officer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Second Amendment Signature Page
22
BORROWERS:
SHOLODGE, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
ALABAMA LODGING CORPORATION
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
CAROLINA INNS, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
DELAWARE INNS, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
Second Amendment Signature Page
23
FAR WEST INNS, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
LAFLA INN, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
MIDWEST INNS, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
MOBAT, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇ AND ASSOCIATES, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Second Amendment Signature Page
24
NASHVILLE AIR ASSOCIATES, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
SHONEY'S INN, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
SHONEY'S INN NORTH, L.P.
By: SHOLODGE, INC., its General Partner
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
SHONEY'S INN OF BATON ROUGE
By: TWO SEVENTEEN, INC., one of its
General Partners
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Second Amendment Signature Page
25
By: INN PARTNERS, INC., one of its
General Partners
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
SHONEY'S INN OF LEBANON, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
SOUTHEAST TEXAS INNS, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
SUNSHINE INNS, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
Second Amendment Signature Page
26
VIRGINIA INNS, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
THE HOTEL GROUP, INC.
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
Second Amendment Signature Page
27
Updated Schedules 1.1(a), 6.1(a), 6.1(b), 6.1(v)
to
Credit Agreement
[Attached Hereto]
28
SCHEDULE 1.1(a)
LENDERS AND COMMITMENTS
COMMITMENT
AND COMMITMENT
LENDER PERCENTAGE ADDRESS
------ -------------- -------
First Union $10,000,000 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
National Bank 33.3333333333% ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
of Tennessee Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
NationsBank of $8,000,000 One NationsBank Plaza
Tennessee, N.A. 26.▇▇▇▇▇▇▇▇▇▇% TN1-100-02-19
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
SunTrust Bank, $2,000,000 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. 6.▇▇▇▇▇▇▇▇▇▇% ▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
First American $6,000,000 First American Center
National Bank 20.0000000000% ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone No.: (▇▇▇)▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇)▇▇▇-▇▇▇▇
First Tennessee $4,000,000 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Bank, National 13.3333333333% ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Association Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
29
Schedule 1.1(c)
to
Credit Agreement
[Attached Hereto]
30
Schedule 1.1(d)
to
Credit Agreement
[Attached Hereto]
31
Schedule 2.6(b)
to
Credit Agreement
Aggregate Commitment Reduction Percentages
With Respect to Non-Pledged Notes
Applicable
Non-Pledged Note Percentage
---------------- ----------
1. Non Pledged-Note, dated July 30, 1998, made 60%
by Capitol Music Valley, LLC payable to the
order of Shoney's Inn of Music Valley, Ltd. in
the original principal amount of $7,717,093
2. Non Pledged-Note, dated July 30, 1998, made 90%
by Capitol ▇▇▇▇▇▇▇▇▇▇ Hotel Associates, Ltd.
payable to the order of ▇▇▇▇▇▇▇▇▇▇ Hotel
Associates, Ltd. in the original principal amount
of $6,983,783
3. Non Pledged-Note, dated July 30, 1998, made 75%
by Capitol New Orleans, LLC payable to the
order of Shoney's Inns of New Orleans, Ltd.
in the original principal amount of $4,819,730
4. Non Pledged-Note, dated July 30, 1998, made 75%
by Capitol Bossier City, LLC payable to the
order of Shoney's Inn of Bossier City, Ltd.
in the original principal amount of $4,635,565