Voluntary Termination and Mutual Release Agreement between RSVP-BI OPCO, LLC, RSVP-ABI REALCO, LLC, Alpine Hospitality Ventures LLC, and USFS Management, Inc.
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Summary
This agreement, effective June 2, 2000, is between RSVP-BI OPCO, LLC, RSVP-ABI REALCO, LLC, Alpine Hospitality Ventures LLC (collectively, the Owner), and USFS Management, Inc. It ends the Management Agreement for 17 Best Inns hotels and releases both parties from any claims related to that agreement up to the effective date. However, the Owner remains responsible for certain unpaid fees as of the termination date, and the indemnity clause from the original agreement continues to apply. The agreement is mutual and finalizes all related obligations between the parties.
EX-10.7 7 ex-10_7.txt EX 10.7 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/ Bruce M. Greenwald ------------------------------ Bruce Greenwald RSVP-ABI REALCO, LLC By: RSVP-BI OPCO, LLC, its managing member By: Opco Manager Inc., its managing member By: /s/ Bruce M. Greenwald ------------------------------ Bruce Greenwald ALPINE HOSPITALITY VENTURES LLC By: Ventures Manager Inc., its managing member By: /s/ Bruce M. Greenwald ------------------------------ Bruce Greenwald
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).]
