Exhibit 10.A
TERMINATION AGREEMENT
This Termination Agreement is entered into as of January 22, 2001 between
The FINOVA Group Inc., a Delaware corporation ("Company"), and Leucadia National
Corporation. a Delaware corporation ("Purchaser").
WHEREAS, the Company and Purchaser have entered into a Securities Purchase
Agreement dated as of December 20, 2000 between Company and Purchaser (the
"Agreement"), which they now wish to terminate by mutual consent pursuant to
Section 8.1(a) of the Agreement;
NOW THEREFORE, in consideration of the mutual agreements herein set forth,
and for other good and valuable consideration, the parties do hereby agree as
follows
1. The Agreement shall be terminated, without liability of either party to
the other except as expressly set forth herein. Except as so set forth, each of
Purchaser and the Company waives any and all rights or claims which it may have
against the other, or any of such party's officers, directors, employees or
affiliates, counsel and agents arising from the Agreement.
2. Notwithstanding the provisions of Section 8.2 of the Agreement, the
Company agrees that in the event that the Board of Directors of the Company
determines that it is in the best interests of the Company to commence a
voluntary petition for reorganization relief pursuant to Chapter 11 of title 11
of the United States Code, 11 U.S.C. Section 101 et seq., Purchaser shall have a
liquidated damages claim of $3 million.
3. The Company agrees that the restrictions set forth in paragraph 9 of the
Non-Disclosure Agreement (as defined in the Agreement) shall be terminated and
of no further force or effect. Purchaser repeats its acknowledgement set forth
in paragraph 12 of the Non-Disclosure Agreement.
4. The provisions of Sections 5.2(b), 6.3 and 8.4 and Article X of the
Agreement shall survive the termination of the Agreement. The Company and
Purchaser shall issue a joint press release announcing termination of the
Agreement in the form of Annex A, attached hereto.
IN WITNESS WHEREOF, Company and Purchaser have executed this Agreement as
of the day and year first written above.
THE FINOVA GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
LEUCADIA NATIONAL CORPORATION
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Chairman
Annex A
[See Exhibit 10.B.]