Usfs Hawthorne Inc Sample Contracts

Us Franchise Systems Inc/ – EXCHANGE AGREEMENT (September 20th, 2000)

EXHIBIT 99.1 EXCHANGE AGREEMENT This Exchange Agreement (this "AGREEMENT") is made and entered into as of September 18, 2000 by and among Meridian Associates, L.P. ("MERIDIAN"), HSA Properties, Inc., a Delaware corporation ("HSA PROPERTIES"), Michael A. Leven, Andrea Leven, Jonathan Leven, Robert Leven, and Adam Leven (collectively, the "LEVEN FAMILY"), and USFS Acquisition Co., a Delaware corporation ("NEWCO"). RECITALS SDI, Inc., a Nevada corporation, Newco, HSA Properties, Meridian, and U.S. Franchise Systems Inc., a Delaware corporation (the "Company"), are parties to an Acquisition Agreement dated as of September 18, 2000 (the "ACQUISITION AGREEMENT"), which contemplates the acquisition of the Company by Newco. In connection with the consummation of the transactions contemplated by the Acquisition Agreement, Meridian, HSA

Us Franchise Systems Inc/ – ACQUISITION AGREEMENT (September 20th, 2000)

EXHIBIT 2.1 ACQUISITION AGREEMENT BY AND AMONG U.S. FRANCHISE SYSTEMS, INC. SDI, INC., USFS ACQUISITION CO., MERIDIAN ASSOCIATES, L.P. AND HSA PROPERTIES, INC. DATED SEPTEMBER 18, 2000 TABLE OF CONTENTS RECITALS .........................................................................................................1 AGREEMENT.........................................................................................................2 ARTICLE 1 DEFINED TERMS.................

Us Franchise Systems Inc/ – ARONSON AGREEMENT (September 20th, 2000)

Exhibit 99.2 ARONSON AGREEMENT This Agreement is made as of September 18, 2000, between USFS Acquisition Co., a Delaware corporation ("NEWCO"), Meridian Associates, L.P., an Illinois limited partnership ("MERIDIAN"), and Neal K. Aronson (the "STOCKHOLDER"). RECITALS Newco, SDI, Inc., a Nevada corporation, HSA Properties, Inc. a Delaware corporation, and Meridian, Newco, have entered into a Acquisition Agreement dated as of September 18, 2000 (the "ACQUISITION AGREEMENT"), with U.S. Franchise Systems, Inc., a Delaware corporation (the "COMPANY"), contemplating, among other things, an offer by Newco to purchase shares of Common Stock of the Company. The Stockholder is the record and beneficial owner of 2,099,318 Shares of Common Stock of the Company (the "SHARES"). Newco has requested that the Stockholder enter into this Agreement simu

Us Franchise Systems Inc/ – EMPLOYMENT AGREEMENT (September 20th, 2000)

Exhibit 10.4 U.S. FRANCHISE SYSTEMS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "AGREEMENT"), is made as of September 18, 2000, by and between U.S. FRANCHISE SYSTEMS, INC., a Delaware corporation having its principal place of business in Atlanta, Georgia (the "COMPANY"); and STEVEN ROMANIELLO, an individual resident of the State of Georgia ("EMPLOYEE"). This Agreement shall become effective upon the Effective Date. The Company desires to continue the employment of Employee and Employee desires to continue to be employed by the Company, on the terms and conditions set forth in this Agreement. Accordingly, both parties, in consideration of the mutual and exchanged promises and agreements contained herein and of wages paid and services rendered hereunder and other consideration the receipt and sufficiency of which are acknowledged, hereby agree

Us Franchise Systems Inc/ – EMPLOYMENT AGREEMENT (September 20th, 2000)

Exhibit 10.3 U.S. FRANCHISE SYSTEMS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), is made as of September 18, 2000, by and between U.S. FRANCHISE SYSTEMS, INC., a Delaware corporation having its principal place of business in Atlanta, Georgia (the "Company"); and MICHAEL A. LEVEN, an individual resident of the State of Georgia ("Employee"). This Agreement shall become effective upon the Effective Date. Company desires to continue the employment of Employee and Employee desires to continue to be employed by Company, on the terms and conditions set forth in this Agreement. Accordingly, both parties, in consideration of the mutual and exchanged promises and agreements contained herein and of wages paid and services rendered hereunder and other consideration the receipt and sufficiency of which are acknowledged, hereby agree as follows

Us Franchise Systems Inc/ – HAWTHORN TERMINATION AGREEMENT (September 20th, 2000)

Exhibit 10.1 HAWTHORN TERMINATION AGREEMENT This Termination Agreement (this "AGREEMENT") is made and entered into as of September 18, 2000 by and among Meridian Associates, L.P. ("MERIDIAN"), HSA Properties, Inc., a Delaware corporation ("HSA PROPERTIES"), Michael A. Leven ("LEVEN"), Neal K. Aronson ("ARONSON") and U.S. Franchise Systems, Inc., a Delaware corporation (the "COMPANY"). RECITALS Reference is made to that certain Shareholders' Agreement, dated as of March 12, 1998, and Amendment No. 1 thereto dated March 10, 1999, by and among Meridian, as successor in interest to Hawthorn Suites Associates, an Illinois joint venture, HSA Properties, Leven, Aronson and the Company (as amended, the "SHAREHOLDERS' AGREEMENT"). The Company, SDI, Inc., a Nevada corporation, USFS Acquisition Co., a Delaware corporation ("Newco"), HSA Properties

Us Franchise Systems Inc/ – SEPARATION AGREEMENT (September 20th, 2000)

Exhibit 10.2 SEPARATION AGREEMENT The parties to this Agreement (the "Agreement"), entered into this 18th day of September 2000 are Neal K. Aronson ("Employee") and U.S. Franchise Systems, Inc. (the "Company"). The Company, SDI, Inc., USFS Acquisition Co. ("Newco"), HSA Properties, Inc. and Meridian Associates, L.P., have entered into an Acquisition Agreement dated as of September 18, 2000 (the "Acquisition Agreement"), contemplating, among other things, an offer by Newco to purchase shares of Common Stock of the Company. Employee and the Company are parties to (a) the Employment Agreement made as of October 1, 1995, as amended by the Amendment to Employment Agreement made as of January 15, 1997 (as amended, the "Employment Agreement") and (b) an Indemnification Agreement dated as of November ___, 1996 (the "Indemnification Agreement"). Subject to

Us Franchise Systems Inc/ – EMPLOYMENT AGREEMENT (August 14th, 2000)

Exhibit 10.3 U.S. FRANCHISE SYSTEMS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "AGREEMENT"), is made as of June 30, 2000, by and between U.S. FRANCHISE SYSTEMS, INC., a Delaware corporation having its principal place of business in Atlanta, Georgia (the "COMPANY"); and STEVEN ROMANIELLO, an individual resident of the State of Georgia ("EMPLOYEE"). This Agreement shall become effective upon the Effective Date. The Company desires to continue the employment of Employee and Employee desires to continue to be employed by the Company, on the terms and conditions set forth in this Agreement. Accordingly, both parties, in consideration of the mutual and exchanged promises and agreements contained herein and of wages paid and services rendered hereunder and other consideration the receipt and sufficiency of which are acknowledged, hereby agree a

Us Franchise Systems Inc/ – SEPARATION AGREEMENT (August 14th, 2000)

Exhibit 10.4 SEPARATION AGREEMENT The parties to this Agreement (the "Agreement"), entered into this 2nd day of June 2000 are Neal K. Aronson ("Employee") and U.S. Franchise Systems, Inc. (the "Company"). The Company, SDI, Inc., HSA Properties, Inc. and Meridian Associates, L.P., have entered into a Recapitalization Agreement dated as of June 2, 2000 (the "Recapitalization Agreement"), contemplating, among other things, an investment by the Investors in new Preferred Stock of the Company and an offer by the Company to purchase shares of its Common Stock. Employee and the Company are parties to (a) the Employment Agreement made as of October 1, 1995, as amended by the Amendment to Employment Agreement made as of January 15, 1997 (as amended, the "Employment Agreement") and (b) an Indemnification Agreement dated as of November ___, 1

Us Franchise Systems Inc/ – STOCKHOLDERS AGREEMENT (August 14th, 2000)

Exhibit 10.5 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (the "AGREEMENT") is made as of June 30, 2000, by and among Meridian Associates, L.P., an Illinois limited partnership ("MERIDIAN"), SDI, Inc., a Nevada corporation ("SDI, INC" together with its permitted assignees, collectively, the "INVESTORS"), HSA Properties, Inc., a Delaware corporation ("HSA PROPERTIES", together with the Investors and Meridian, collectively, the "INVESTOR GROUP"), and Michael A. Leven, Andrea Leven, Jonathan Leven, Robert Leven, and Adam Leven (collectively, the "LEVEN STOCKHOLDERS"), and Steven Romaniello (the "ROMANIELLO"). The Investor Group, the Leven Stockholders and Romaniello are collectively referred to as the "STOCKHOLDERS" and individually as a "STOCKHOLDER." RECITALS The Leven Stockholders are holders of Common Stock of U.S. Franchise Systems, I

Us Franchise Systems Inc/ – REGISTRATION RIGHTS AGREEMENT (August 14th, 2000)

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of June 2, 2000, by and among U.S. FRANCHISE SYSTEMS, INC., a Delaware corporation (the "CORPORATION"), SDI INC., a Nevada corporation ("SDI", together with its permitted assignees, collectively, the "INVESTORS"), MERIDIAN ASSOCIATES, L.P., an Illinois limited partnership ("MERIDIAN"), HSA PROPERTIES, INC., a Delaware corporation ("HSA PROPERTIES", and together with Meridian and the Investors, collectively, the "SECURITYHOLDERS"), and NEAL K. ARONSON ("ARONSON"). RECITALS A. Currently, (i) Aronson beneficially owns shares of Common Stock of the Corporation ("ARONSON SHARES"), and (ii) HSA Properties and Meridian own shares of Class A Common Stock of the Corporation (the "HSA/MERIDIAN SHARES"). B. The Investors have agreed to purchase

Us Franchise Systems Inc/ – VOLUNTARY TERMINATION AND MUTUAL RELEASE AGREEMENT (August 14th, 2000)

Exhibit 10.7 VOLUNTARY TERMINATION AND MUTUAL RELEASE AGREEMENT Effective on June 2, 2000 (the "Effective Date"), the date of the appointment of Hostmark Investors, LP and the consent thereto of PW Real Estate Investments, Inc. ("Lender"), and in consideration for USFS Management, Inc.'s ("USFS Mgt") waiver of all rights to any termination payment under the Management Agreement hereinafter referred to and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, RSVP-BI OPCO, LLC ("Opco"), RSVP-ABI REALCO, LLC ("Realco") and ALPINE HOSPITALITY VENTURES LLC ("Alpine") (Opco, Realco and Alpine are hereinafter collectively referred to as "Owner") hereby agree to terminate that certain Management Agreement with USFS Mgt dated April 28, 1998 regarding the management of those certain 17 Best Inns hotels attached hereto as Exhibit A. All capitalized terms used and n

Us Franchise Systems Inc/ – EMPLOYMENT AGREEMENT (August 14th, 2000)

Exhibit 10.2 U.S. FRANCHISE SYSTEMS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), is made as of June 30, 2000, by and between U.S. FRANCHISE SYSTEMS, INC., a Delaware corporation having its principal place of business in Atlanta, Georgia (the "Company"); and MICHAEL A. LEVEN, an individual resident of the State of Georgia ("Employee"). This Agreement shall become effective upon the Effective Date. Company desires to continue the employment of Employee and Employee desires to continue to be employed by Company, on the terms and conditions set forth in this Agreement. Accordingly, both parties, in consideration of the mutual and exchanged promises and agreements contained herein and of wages paid and services rendered hereunder and other consideration the receipt and sufficiency of which are acknowledged, hereby agree as follows

Us Franchise Systems Inc/ – PROMISSORY NOTE (August 14th, 2000)

Exhibit 10.10 PROMISSORY NOTE $1,250,000 New York, New York June 2, 2000 FOR VALUE RECEIVED, the undersigned, U.S. Franchise Systems, Inc., a Delaware corporation (the "Payor"), hereby promises to pay to the order of ALPINE HOSPITALITY HOLDINGS LLC, a Delaware limited liability company (the "Payee"), at 1285 Avenue of the Americas, 21st Floor, New York, New York, or at such other place as the holder of this Note shall specify, the earlier of (i) October 2, 2000 or (ii) the closing of the transactions contemplated by the proposed recapitalization agreement by and among Payor, SDI, Inc., Meridian Associates, L.P. and HSA Properties, Inc., in such coin or currency of the United States of Americas as at the time shall be legal tender for the payment of publi

Us Franchise Systems Inc/ – CONSENT TO TERMINATION OF HOTEL MANAGEMENT AGREEMENT AND (August 14th, 2000)

Exhibit 10.9 CONSENT TO TERMINATION OF HOTEL MANAGEMENT AGREEMENT AND MANAGER'S CONSENT AND SUBORDINATION AGREEMENT Effective on June 2, 2000 (the "Effective Date"), the date of the appointment of Hostmark Investors, LP ("Hostmark") and in consideration for Operator's (as hereinafter defined) waiver of all rights to any termination payment, PW Real Estate Investments, Inc. (collectively, with each of its parent, subsidiaries, affiliates, successors and assigns, "Lender") hereby consents to the termination of the Management Agreement (as defined in that certain Loan Agreement dated as of April 28, 1998 between RSVP-BI OPCO, LLC ("Opco") and RSVP-ABI REALCO, LLC ("Realco"), as borrower, and Lender, as lender). Lender hereby consents to the appointment of Hostmark under the terms and conditions set forth in that certain management agreement attached hereto as Exhibit A. USFS Man

Us Franchise Systems Inc/ – RECAPITALIZATION AGREEMENT (June 6th, 2000)

RECAPITALIZATION AGREEMENT by and among U.S. FRANCHISE SYSTEMS, INC. SDI, INC., MERIDIAN ASSOCIATES, L.P. and HSA PROPERTIES, INC. Dated June 2, 2000 TABLE OF CONTENTS Page ---- RECITALS.....................................................................1 AGREEMENT....................................................................1 ARTICLE 1 Defined Terms..........................................................1 ARTICLE 2 Tender Offer...........................................................2 Section 2.1 Tender Offer.........

Us Franchise Systems Inc/ – SECOND AMENDMENT TO LEASE (March 30th, 2000)

EXHIBIT 10.34 SECOND AMENDMENT TO LEASE State of Georgia County of DeKalb THIS SECOND AMENDMENT TO LEASE (the "Agreement") is made and entered into this 16th day of July, 1999 by and between Hallwood 95 L.P., a Delaware Limited Partnership, as successor in interest to Hallwood Real Estate Investors Fund IV ("Landlord"), and U.S. Franchise Systems, Inc. ("Tenant"). WITNESSETH: WHEREAS, Landlord's predecessor in interest and Tenant have previously entered into a Lease Agreement dated September 25, 1995 (the "Initial Lease"), for the use and occupancy of certain premises by Tenant known as Suite 250 (the "Premises") in the building located at 13 Corporate Square, Atlanta, Georgia 30329 ("the Building"); and WHEREAS, Landlord and tenant do hereby intend to amend and modify the Lease as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained

Us Franchise Systems Inc/ – AMENDMENT TO EMPLOYMENT AGREEMENT (March 30th, 2000)

Exhibit 10.33 U.S. FRANCHISE SYSTEMS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the "Amendment") to the Employment Agreement (the "Employment Agreement") dated as of October 1, 1995 by and between U.S. Franchise Systems, Inc., a Delaware corporation, having its principal place of business in Atlanta, Georgia (the "Company") and Neal K. Aronson, an individual resident of the State of Georgia ("Employee"), is made as of January 15, 1997 and shall become effective upon such date. The Company desires to continue to employ the Employee and the Employee desires to continue to be employed by the Company, on the terms and conditions set forth in the original Employment Agreement on the terms and conditions set forth in the original Employment Agreement, as modified by the terms and conditions of this Amendment. WHEREAS the Board of Director

Us Franchise Systems Inc/ – LICENSE AGREEMENT (March 30th, 2000)

Exhibit 10.35 Location: HOTELADDRESS1 HOTELADDRESS2 ID Number: IDNUMBER Date: ___________________ LICENSE AGREEMENT between MICROTEL INNS AND SUITES FRANCHISING, INC. and ENTITYNAMECAPS TABLE OF CONTENTS PAGE 1. THE LICENSE.........................................................

Us Franchise Systems Inc/ – AMENDMENT TO EMPLOYMENT AGREEMENT (March 30th, 2000)

Exhibit 10.32 U.S. FRANCHISE SYSTEMS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the "Amendment") to the Employment Agreement (the "Employment Agreement") dated as of October 1, 1995 by and between U.S. Franchise Systems, Inc., a Delaware corporation, having its principal place of business in Atlanta, Georgia (the "Company") and Michael A. Leven, an individual resident of the State of Georgia ("Employee"), is made as of January 15, 1997 and shall become effective upon such date. The Company desires to continue to employ the Employee and the Employee desires to continue to be employed by the Company, on the terms and conditions set forth in the original Employment Agreement on the terms and conditions set forth in the original Employment Agreement, as modified by the terms and conditions of this Amendment. WHEREAS the Board of Directors of the

Us Franchise Systems Inc/ – LICENSE AGREEMENT (March 30th, 2000)

Exhibit 10.37 Location: HOTELADDRESS1 HOTELADDRESS2 ID Number: IDNUMBER Date: --------------- LICENSE AGREEMENT between BEST FRANCHISING, INC. and ENTITYNAMECAPS TABLE OF CONTENTS PAGE

Us Franchise Systems Inc/ – LICENSE AGREEMENT (March 30th, 2000)

Exhibit 10.36 Location: HOTELADDRESS1 HOTELADDRESS2 ID Number: IDNUMBER Date: __________________ LICENSE AGREEMENT between HAWTHORN SUITES FRANCHISING, INC. and ENTITYNAMECAPS TABLE OF CONTENTS PAGE 1. THE LICENSE...........................................

Us Franchise Systems Inc/ – SENIOR SUBORDINATED NOTE (May 11th, 1998)

------------------------------------------------------------------------------- SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT DATED AS OF APRIL 28, 1998 BETWEEN U.S. FRANCHISE SYSTEMS, INC. as Lender and ALPINE HOSPITALITY VENTURES LLC as Borrower ------------------------------------------------------------------------------- TABLE OF CONTENTS Page SECTION 1 DEFINITIONS; ACCOUNTING TERMS....................................................

Us Franchise Systems Inc/ – SUBSCRIPTION AGREEMENT (May 11th, 1998)

Exhibit 10.8 Execution Copy SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT dated as of March 17, 1998 between (i) U.S. FRANCHISE SYSTEMS, INC., a Delaware corporation (the "Company"), (ii) SEXTANT TRADING LLC ("Sextant"), and (iii) LUBERT-ADLER REAL ESTATE OPPORTUNITY FUND, L.P., LUBERT-ADLER REAL ESTATE OPPORTUNITY FUND II, L.P. and LUBERT-ADLER CAPITAL REAL ESTATE OPPORTUNITY FUND, L.P. (collectively, "Lubert-Adler" and, together with Sextant, the "Purchasers"). Section 1. SALE AND PURCHASE. Upon the execution of this Agreement, Sextant and Lubert-Adler severally agree to subscribe for and purchase, and the Company agrees to issue and sell to such Purchasers, 437,500 and 62,500 shares, respectively, of the Company's Class A Common Stock, $.01 par value (the "Shares"), for a purchase price of $11

Us Franchise Systems Inc/ – HOTEL MANAGEMENT AGREEMENT (May 11th, 1998)

Exhibit 10.3 HOTEL MANAGEMENT AGREEMENT THIS HOTEL MANAGEMENT AGREEMENT (the "Agreement") is made and entered into this 28th day of April, 1998, by and between ALPINE HOSPITALITY VENTURES LLC, a Delaware limited liability company ("Parent"), RSVP-BI OPCO, LLC, a Delaware limited liability company ("OPCO"), RSVP-ABI REALCO, LLC, a Delaware limited liability company ("REALCO") (OPCO and REALCO are hereinafter collectively referred to as "Borrower") (Parent and Borrower are hereinafter collectively referred to as "Owner") and USFS MANAGEMENT, INC., a Georgia corporation ("Operator"). WITNESSETH: WHEREAS, Borrower owns (or is the ground lessee relating to) the 11 Best Inn hotels and 6 Best Suite hotels listed on Exhibit A (collectively, the "Hotels"); WHEREAS, the Hotels are licensed by Best Franchising, Inc. ("Licensor") as Best Inns or

Us Franchise Systems Inc/ – REGISTRATION RIGHTS AGREEMENT (May 11th, 1998)

Exhibit 4.1 Execution Copy REGISTRATION RIGHTS AGREEMENT between U.S. FRANCHISE SYSTEMS, INC. and ALPINE HOSPITALITY EQUITIES LLC --------------------------------------- Dated as of April 28, 1998 --------------------------------------- TABLE OF CONTENTS 1. Definitions.....................................................................................1 2. Registration Rights.............................................................................3 2.1

Us Franchise Systems Inc/ – ASSET TRANSFER AGREEMENT (May 11th, 1998)

Exhibit 10.1 Execution Copy ASSET TRANSFER AGREEMENT ASSET TRANSFER AGREEMENT (this "Agreement"), dated as of April 28, 1998, among BEST ACQUISITION, INC., a Georgia corporation, having an address at 13 Corporate Square, Suite 250, Atlanta, Georgia 30329 ("BAI"), ALPINE HOSPITALITY VENTURES, LLC, a Delaware limited liability company having an address at 1285 Avenue of the Americas, 21st Floor, New York, New York 10019 ("Parent"), RSVP-BI OPCO, LLC, a Delaware limited liability company and a wholly-owned subsidiary of BAI ("OPCO"), RSVP-ABI REALCO, LLC, a Delaware limited liability company and wholly-owned subsidiary of OPCO ("REALCO"), AMERICA'S BEST INNS, INC., a Delaware corporation having an address at 1205 Skyline Drive, Marion, Illinois 62959 ("ABI") and the entities identified on Schedule I hereto

Us Franchise Systems Inc/ – REGISTRATION AND TAG-ALONG RIGHTS AGREEMENT (May 11th, 1998)

Exhibit 4.3 Execution Copy REGISTRATION AND TAG-ALONG RIGHTS AGREEMENT AGREEMENT dated as of March 17, 1998 among (i) U.S. FRANCHISE SYSTEMS, INC., a Delaware corporation (the"Company"), (ii) SEXTANT TRADING LLC, LUBERT-ADLER REAL ESTATE OPPORTUNITY FUND, L.P., LUBERT-ADLER REAL ESTATE OPPORTUNITY FUND II, L.P. and LUBERT-ADLER CAPITAL REAL ESTATE OPPORTUNITY FUND, L.P. (the "Investors"), and (iii) MICHAEL LEVEN and NEAL K. ARONSON (the "Management Holders" and, together with the Investors, the "Stockholders"). The Investors have purchased a total of 500,000 shares of the Company's Class A Common Stock, $.0l par value (the "Common Stock"), pursuant to a Subscription Agreement of even date herewith, and have under certain circumstances the right to purchase additional shares of Common Stock. All such share

Us Franchise Systems Inc/ – LOAN AGREEMENT (May 11th, 1998)

Exhibit 10.6 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN AGREEMENT Dated as of April 28, 1998 Between U.S. FRANCHISE SYSTEMS, INC. (the Borrower) and NATIONSBANK, N.A. (the Lender) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS1 ARTICLE 1 - DEFINITIONS.......................................................1

Us Franchise Systems Inc/ – Underwriting Agreement (May 11th, 1998)

Exhibit 1.1 U.S. FRANCHISE SYSTEMS, INC. ______________________ Class A Common Stock (par value $0.01 per share) Underwriting Agreement New York, New York May ___, 1998 NationsBanc Montgomery Securities LLC CIBC Oppenheimer Corp. The Robinson-Humphrey Company, LLC Schroder & Co. Inc. c/o NationsBanc Montgomery Securities LLC 600 Montgomery Street San Francisco, CA 94111 Ladies and Gentlemen: U.S. Franchise Systems, Inc., a Delaware corporation (the "COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "UNDERWRITERS") an a

Us Franchise Systems Inc/ – SHAREHOLDERS AGREEMENT (May 11th, 1998)

Exhibit 4.2 SHAREHOLDERS AGREEMENT ---------------------- THIS SHAREHOLDERS AGREEMENT, dated as of March 12, 1998 (the "AGREEMENT") by and among Hawthorn Suites Associates, an Illinois joint venture ("HSA"), HSA Properties, Inc., a Delaware corporation ("HPI", and together with HSA, the "SECURITYHOLDERS"), Michael A. Leven ("LEVEN"), Neal K. Aronson ("ARONSON"), and U.S. Franchise Systems, Inc. (formerly known as USFS Hawthorn, Inc.), a Delaware corporation (the "COMPANY"). WHEREAS, concurrently herewith, pursuant to a Contribution Agreement, by and among the Securityholders, the Company and Old USFS (as defined below), dated as of December 9, 1997 (the "CONTRIBUTION AGREEMENT"), HSA shall acquire 2,199,775 shares of Class A Common Stock, $.01 par value per share, of the Company ("CLASS A STOCK"), and HPI shall acquire 22,447 share

Us Franchise Systems Inc/ – SECURITIES PURCHASE AGREEMENT (May 11th, 1998)

Execution Copy Exhibit 10.2 -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT between U.S. FRANCHISE SYSTEMS, INC. AND ALPINE HOSPITALITY EQUITIES LLC --------------------------- Dated: as of April 28, 1998 --------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS.......................................................1 1.1 Definitions..................................................

Usfs Hawthorne Inc – SUBLEASE AGREEMENT (February 12th, 1998)

1 EXHIBIT 10.16 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into on this 25th day of July 1997, by and between Unocal Corporation, DBA Union Oil Co. of California ("Sublessor"), U.S. Franchise Systems, Inc. ("Sublessee"), and Hallwood 95, L.P., a Delaware Limited Partnership ("Master Lessor"). 1. Premises. Sublessor subleases to Sublessee, and Sublessee subleases from Sublessor, that certain premises or portion thereof known by unit number 13.200, consisting of approximately 2,584 square feet (the "Premises"). The Premises are outlined and depicted on the floor plan attached to this Sublease as Exhibit "A." The Premises are located in a building being situated on the real property described on Exhibit "B" attached hereto. 2. Term. 2.1 The term of this Sublease shall be for 2 Years commenci

Usfs Hawthorne Inc – AGREEMENT OF PURCHASE AND SALE (February 12th, 1998)

1 EXHIBIT 10.21 AGREEMENT OF PURCHASE AND SALE between AMERICA'S BEST INNS, INC. and THE OTHER SELLING ENTITIES LISTED ON SCHEDULE 1 TO THIS AGREEMENT (collectively, "Sellers") and BEST ACQUISITION, INC. ("Purchaser") Dated: December 15, 1997 2 Table of Contents Page ---- Article 1

Usfs Hawthorne Inc – ADDENDUM TO SUBLEASE (February 12th, 1998)

1 EXHIBIT 10.17 ADDENDUM TO SUBLEASE AGREEMENT, made and entered into this 25th day of July, 1997, by and between Union Oil Company of California d/b/a Unocal (hereinafter referred to as "Unocal"), U. S. Franchises Systems, Inc. (hereinafter referred to as "USF") and Hallwood Real Estate Investors Fund XV, further amended to read Hallwood 95 L.P., a Delaware Limited Partnership (hereinafter referred to as "Hallwood"). W I T N E S S E T H WHEREAS, Unocal and USF have concurrently herewith entered into that certain "SUBLEASE AGREEMENT" dated July 25, 1997 (hereinafter referred to as the "Sublease"); and WHEREAS, Unocal and Hallwood have previously entered into that certain "OFFICE LEASE AGREEMENT" dated March 14, 1991 together with all addenda, riders and amendments thereto (hereinafter collectively