EXHIBIT 10.13
Chartwell Leisure Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As of November 20, 1996
HFS Incorporated
000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
Re: Amended and Restated Corporate Services Agreement
dated as of January 24, 1996
Gentlemen:
Reference is made to that certain Amended and Restated Corporate
Services Agreement (the "Agreement") dated as of January 24, 1996 entered into
between HFS Incorporated ("HFS") and National Lodging Corp., now known as
Chartwell Leisure Inc. ("Chartwell") pursuant to the provisions of which HFS
provides Chartwell with certain Advisory Services and Corporate Services and is
paid a Corporate Services Fee (the "Fee"), all as defined therein.
The parties have agreed to terminate the advisory and corporate services
arrangements set forth in the Agreement effective as of December 31, 1996 (the
"Termination Date") and hereby agree as follows:
1. The remaining balance of the Fee due for 1996 in the amount of
$750,000 in accordance with the terms of the Agreement shall be paid by
Chartwell to HFS on or before the Termination Date.
2. Chartwell shall pay to HFS a fee of $9,500,000 (the "Termination
Fee") in full consideration of the termination of the advisory and corporate
services arrangements set forth in the Agreement, which Termination Fee shall be
payable together with interest in the manner hereinafter set forth:
a. Chartwell shall pay to HFS on the Termination Date a portion of
the Termination Fee in the amount of $2,500,000 by wire transfer in accordance
with instructions to be delivered by HFS to Chartwell.
b. The remainder of the Termination Fee, in the amount of
$7,000,000 shall be payable in accordance with the
provisions of that certain note dated as of the date hereof given by Chartwell
to HFS.
3. From and after the Termination Date, neither Chartwell nor HFS shall
have any further rights, liabilities or obligations under the Agreement,
provided however, that the indemnification provisions of Section 6.4 of the
Agreement shall continue to survive with respect to claims or liabilities
arising prior to the date hereof.
If this letter accurately sets forth our understanding, please indicate
your acceptance of the terms of this letter by signing below.
Very truly yours,
CHARTWELL LEISURE INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name:
Title:
Accepted and Agreed to as of
this 20 day of November, 1996
HFS INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
and General Counsel
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