Exhibit 10.25
TERMINATION
OF
MASTER FRANCHISE AGREEMENT
This TERMINATION is entered into effective as of October 2,1995, by
and between Microtel Franchise and Development Corporation ("Microtel") and
Essex Microtel International Lodging, Inc. (EMILI").
Microtel (as Franchisor) and EMILI(as Master Franchisee) entered into
a Master Franchise Agreement, dated February 13, 1991, pursuant to which
Franchisor granted to Master Franchisee the rights to license separate entities
to establish and operate Microtel Hotels in Canada (excluding the Providence of
Alberta). The Master Franchise Agreement has been amended several times; the
most recent amendment, being the Third Amendment dated June 30, 1995, permits
Microtel to terminate the Master Franchise Agreement upon the licensing or sale
of world-wide franchising rights to a third party.
Microtel has executed a Joint Venture Agreement with U.S.Franchise
Systems, Inc., dated September 7, 1995, which provides for the transfer to
U.S. Franchise Systems of the world-wide rights to franchise Microtel Hotels.
Therefore, in consideration of the mutual agreements set forth herein
and of the delivery to EMILI of an amended Warrant Agreement, as provided in
Section 8 of the Third Amendment referenced above, receipt of which amended
Warrant Agreement is hereby acknowledged, the parties hereto have agrees as
follows:
1. The Master Franchise Agreement, entered into as
of February 13, 1991 and as amended to date, is hereby
terminated and declared to be of no further force and effect.
Any and all rights which EMILI may have attained pursuant to the
Master Franchise Agreement (except rights under the Warrant
Agreement ) are hereby deemed to be, and are, re-established in
Microtel, to the effect that Microtel, and not EMILI, shall have
the right to franchise Microtel Hotels in Canada
IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the day and year first written above.
MICROTEL FRANCHISE AND
DEVELOPMENT CORPORATION
By: /s/ E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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ESSEX MICROTEL INTERNATIONAL
LODGING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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President