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...Employment Agreement • August 14th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Georgia
SUBSCRIPTION AGREEMENTSubscription Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
Exhibit 1.1 U.S. FRANCHISE SYSTEMS, INC. Class A Common Stock (par value $0.01 per share) Underwriting AgreementUnderwriting Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • New York
RECITALSStockholders Agreement • August 14th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
RECITALSTermination Agreement • September 20th, 2000 • Us Franchise Systems Inc/ • Hotels & motels
1 EXHIBIT 10.21 AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • February 12th, 1998 • Usfs Hawthorne Inc • Illinois
BY AND AMONGAcquisition Agreement • September 20th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
Exhibit 10.6 LOAN AGREEMENT Dated as of April 28, 1998Loan Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • Georgia
Execution CopyRegistration Rights Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
RECITALSExchange Agreement • September 20th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
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...Shareholders Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
2 3 wherever in the Master Lease the word "Tenant" or "Lessee" is used it shall be deemed to mean Sublessee.Sublease Agreement • February 12th, 1998 • Usfs Hawthorne Inc
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
RECITALSRegistration Rights Agreement • August 14th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Georgia
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...Lease Agreement • March 30th, 2000 • Us Franchise Systems Inc/ • Hotels & motels
BETWEENLicense Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels
betweenLicense Agreement • March 30th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Georgia
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...Employment Agreement • September 20th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Georgia
RECAPITALIZATION AGREEMENTRecapitalization Agreement • June 6th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
BRAND betweenFranchise Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels
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...Employment Agreement • September 20th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Georgia
ARTICLE IVoting Agreement • February 12th, 1998 • Usfs Hawthorne Inc • Delaware
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...Employment Agreement • March 30th, 2000 • Us Franchise Systems Inc/ • Hotels & motels
RECITALSAsset Transfer Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT DATED AS OF APRIL 28, 1998Senior Subordinated Note Purchase Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • New York
WITNESSETH:Hotel Management Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • Georgia
ARTICLE IVoting Agreement • February 12th, 1998 • Usfs Hawthorne Inc • Delaware
RECITALSAronson Agreement • September 20th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
Expenses. A registration will not count as a permitted Demand Registration until it has become effective and has remained continuously effective for a period of 120 days (or such shorter period as may be required to effect the distribution of...Registration and Tag-Along Rights Agreement • May 11th, 1998 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
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...Separation Agreement • September 20th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Georgia
RECITALSLeven Agreement • August 14th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Delaware
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...Voluntary Termination and Mutual Release Agreement • August 14th, 2000 • Us Franchise Systems Inc/ • Hotels & motels
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
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....Separation Agreement • August 14th, 2000 • Us Franchise Systems Inc/ • Hotels & motels • Georgia
Exhibit 10.8 June 2, 2000 Mr. Bruce Greenwald Alpine Hospitality Holdings LLC 1285 Avenue of the Americas 21st Floor New York, New York 10019 Re: SUPPLEMENT TO AGREEMENTS Dear Bruce: Reference is made to that certain Supplement to Agreements...Supplement to Agreements • August 14th, 2000 • Us Franchise Systems Inc/ • Hotels & motels
