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Exhibit 99.2
ARONSON AGREEMENT
This Agreement is made as of September 18, 2000, between USFS Acquisition
Co., a Delaware corporation ("NEWCO"), Meridian Associates, L.P., an Illinois
limited partnership ("MERIDIAN"), and Neal K. Aronson (the "STOCKHOLDER").
RECITALS
Newco, SDI, Inc., a Nevada corporation, HSA Properties, Inc. a Delaware
corporation, and Meridian, Newco, have entered into a Acquisition Agreement
dated as of September 18, 2000 (the "ACQUISITION AGREEMENT"), with U.S.
Franchise Systems, Inc., a Delaware corporation (the "COMPANY"), contemplating,
among other things, an offer by Newco to purchase shares of Common Stock of the
Company. The Stockholder is the record and beneficial owner of 2,099,318 Shares
of Common Stock of the Company (the "SHARES"). Newco has requested that the
Stockholder enter into this Agreement simultaneously with the execution and
delivery of the Acquisition Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
Section 1. DEFINED TERMS. Capitalized words used in this Agreement as
defined terms shall have the meanings given to them in the Acquisition
Agreement, unless otherwise defined herein.
Section 2. TERMINATION. Notwithstanding any of the provisions herein, the
Stockholder's obligations stated in this Agreement shall cease to be effective
if (a) the Offer shall have expired in accordance with its terms without the
acceptance for purchase of at least such number of shares, that together with
the Company's shares owned by the Investors and its affiliates, represents a
majority of the Company's outstanding shares, (b) the Offer shall have been
terminated or withdrawn for any reason (other than a breach by the Stockholder
of any of his obligations to the Company and/or the Investors), (c) the
Acquisition Agreement is earlier terminated for any reason (other than a breach
by the Stockholder of any of his obligations to the Company and/or the
Investors) in accordance with ARTICLE 9 thereof or otherwise, or (d) the Offer
shall have been amended or otherwise modified in any material respect (other
than the extension of time for tenders of Shares), including, without
limitation, to reduce the number of Shares which Newco is offering to purchase
or the price at which Newco will purchase Shares pursuant thereto.
Section 3. AGREEMENT REGARDING TENDER OFFER. The Stockholder shall, prior
to the expiration date of the Offer, duly tender all of his Shares other than
Shares of Restricted Stock to Newco for purchase pursuant to the Offer and shall
not withdraw such Shares.
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Section 4. TERMINATION OF OTHER AGREEMENTS. The Stockholder shall take
such actions and execute and deliver such instruments as Newco may deem
reasonably necessary and appropriate to terminate the Registration Rights
Agreement among the Company, Alpine Hospitality Equities LLC, Leven and Aronson
dated April 28, 1998 (the "Alpine Registration Rights Agreement") and the
Registration and Tag-Along Rights Agreement among Sextant Trading LLC,
Lubert-Adler Real Estate Opportunity Fund, L.P., Lubert-Adler Real Estate
Opportunity Fund II, L.P., Lubert-Adler Capital Real Estate Opportunity Fund,
L.P., the Company, Leven and Aronson dated March, 1998 (the
"Sextant/Lubert-Adler Agreement") and/or the Stockholder's rights under those
agreements.
Section 5. AMENDMENT AND WAIVER. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective against Newco or the Stockholder unless such modification, amendment
or waiver is approved in writing signed by the party to be bound. The failure of
any party to enforce any of the provisions of this Agreement shall in no way be
construed as a waiver of such provisions and shall not affect the right of such
party thereafter to enforce each and every provision of this Agreement in
accordance with its terms.
Section 6. SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
Section 7. ENTIRE AGREEMENT. Except as otherwise expressly set forth
herein, this document together with the agreements dated the date hereof to
which the Stockholder is a party relating to the transactions contemplated by
the Acquisition Agreement shall serve as the entire agreement of the parties
hereto concerning the subject matter of this Agreement and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way, including but not limited to the Aronson Agreement dated June ___,
2000, executed and delivered in connection with the Recapitalization Agreement
which is hereby terminated and is of no further force and effect.
Section 8. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by
Newco and the Stockholder and any subsequent holders of the Shares and the
respective successors and assigns of each of them.
Section 9. DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
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Section 10. REMEDIES. Each of the parties hereto shall be entitled to
enforce its or his rights under this Agreement specifically to recover damages
by reason of any breach of any provision of this Agreement and to exercise all
other rights existing in its or his favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that each party may in its or his sole
discretion apply to any court of law or equity of competent jurisdiction for
specific performance and/or injunctive relief (without posting a bond or other
security) in order to enforce or prevent any violation of the provisions of this
Agreement.
Section 11. NOTICES. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, or mailed first class
certified mail (postage prepaid and return receipt requested) or sent by
reputable overnight courier service (charges prepaid) to any other recipient at
the address indicated on the signature pages hereof, or at such address or to
the attention of such other Person as the recipient party has specified by prior
written notice to the sending party. Notices will be deemed to have been given
hereunder when delivered personally, when received if sent by U.S. mail and one
day after deposit with a reputable overnight courier service.
Section 12. GOVERNING LAW. All questions concerning the construction,
validity and interpretation of this Agreement shall be governed by the internal
law, and not the law of conflicts, of Delaware.
Section 13. COUNTERPARTS. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
[Remainder of page intentionally left blank;
signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the day and year first written above.
USFS ACQUISITION CO.
By: /s/ H.S. Handelsman
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Name:
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Its:
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200 West Madison, Suite 3800
Chicago, Illinois 60606
Attention: Harold S. Handelsman
/s/ Neal Aronson
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NEAL ARONSON
Address:
[ADDRESS]
MERIDIAN ASSOCIATES, L.P.
By:
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Its: General Partner
By: /s/ H.S. Handelsman
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Its:
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