Exhibit 10.07
FORM OF AMENDMENT TO RISK MANAGEMENT CONSULTING SERVICES AGREEMENT
THIS AMENDMENT (the "Amendment") to the Risk Management Consulting
Services Agreement dated as of November 1, 1996 (the "Agreement") between Manor
Care, Inc., a Delaware corporation ("Manor Care") and Choice Hotels
International, Inc., a Delaware corporation ("Choice") is made and entered into
as of October __, 1997 by and among Manor Care, Choice and Choice Hotels
Franchising, Inc., a Delaware corporation ("Franchising").
RECITALS
WHEREAS, pursuant to a Distribution Agreement dated as of November 1,
1996 (the "Manor Care Distribution Agreement"), Manor Care and Choice entered
into the Agreement.
WHEREAS, Manor Care and Choice now desire to amend the Agreement,
among other things, to add Franchising as a party.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the receipt and sufficiency of which are hereby acknowledged, Manor
Care, Choice and Franchising agree as follows:
1. Definitions
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All capitalized terms used herein and not otherwise defined herein
shall have the meaning ascribed to such term in the Agreement.
2. Addition of Franchising as a Party
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Franchising is hereby added as a party to the Agreement under the same
terms and conditions and with the same rights and liabilities as Choice, except
as may be further modified in this Amendment. Franchising hereby assumes all
obligations and liabilities under the Agreement, except as may be further
modified in this Agreement.
3. Amendment and Restatement of the First Paragraph of Section 4
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of the Agreement. The first paragraph of Section 4 of the Agreement is hereby
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amended and restated to read in its entirety as follows:
(a) Fees payable by Choice to Manor will be $394,200 (annualized)
prorated through May 31, 1998, payable in equal monthly installments.
(b) Fees payable by Franchising to Manor will be $43,800 (annualized)
prorated through May 31, 1998, payable in equal monthly installments.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first written above.
MANOR CARE, INC.
By:
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Name:
Title:
CHOICE HOTELS INTERNATIONAL, INC.
By:
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Name:
Title:
CHOICE HOTELS FRANCHISING, INC.
By:
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Name:
Title:
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