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 not defined herein
shall have the meanings ascribed to them in the Loan Agreement dated April 28,
1998 between Opco, Realco and Lender.
Effective as of the Effective Date, Owner and USFS Mgt hereby mutually release
and forever discharge the other party and its successors, assigns, parent
corporation, subsidiaries and affiliates and each of their respective officers,
directors, agents, employees, attorneys and representatives, past or present of
and from any and all debts, claims, demands, causes of action, losses, damages
and liabilities to person or property, both contingent and fixed, of every
nature, kind and character whatsoever, at law or in equity, or otherwise, which
relate to, arise out of or pertain to the Management Agreement and which the
releasing parties have had, now have or hereafter can, shall or may have arising
from the beginning of the world up to and including the date of this release.
Notwithstanding anything to the contrary contained herein, (1) the Indemnity
clause as stated in Article 6.2 of the Management Agreement shall survive its
termination, and (2) Owner will continue to be responsible for all accrued and
unpaid franchise, management, marketing, reservation, and accounting fees and
any other fees owed to USFS Mgt as of the Effective Date, which shall be due and
payable solely to the extent provided in the Cash Collateral Agreement between
Owner and Lender dated as of March 1, 2000.
EXECUTED BY:
RSVP-BI OPCO, LLC
By: Opco Manager Inc.,
its managing member
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx Xxxxxxxxx
RSVP-ABI REALCO, LLC
By: RSVP-BI OPCO, LLC, its
managing member
By: Opco Manager Inc.,
its managing member
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx Xxxxxxxxx
ALPINE HOSPITALITY VENTURES LLC
By: Ventures Manager Inc., its managing member
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx Xxxxxxxxx
USFS MANAGEMENT, INC. U.S. FRANCHISE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Vice President and General Counsel Vice President and General Counsel
EXHIBIT A
[Previously filed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998 (File No. 0-23941).]
