TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Agreement") is executed as
of December 28, 1995, by FRANCHISE FINANCE CORPORATION OF AMERICA, a Delaware
corporation ("FFCA"), its wholly-owned subsidiary FFCA ACQUISITION CORPORATION,
a Delaware corporation ("SPC") and NOMURA ASSET CAPITAL CORPORATION, a Delaware
corporation ("NACC"; and together with FFCA and SPC, the "Parties").
Reference is made to that certain Revolving Acquisition Loan
Agreement dated as of July 22, 1994 (as amended, supplemented or otherwise
modified to date, the "Existing Loan Agreement"), by and between FFCA, as
Borrower, and NACC, as Lender. Capitalized terms used but not defined herein are
used as defined in the Existing Loan Agreement.
FFCA, SPC and NACC now desire to terminate the Existing Loan
Agreement and, pursuant to this Agreement, the Parties covenant and agree as
follows:
1. Promptly following the repayment in full of its
outstanding obligations under the Existing Loan
Agreement by FFCA to NACC, in the amount separately
agreed upon in writing ("Full Payoff"), NACC will
deliver, and FFCA and SPC will acknowledge receipt
of, the closing documents listed on Schedule A
hereto.
2. Upon Full Payoff, the Existing Loan Agreement and
each of the Loan Documents shall be terminated and
the Parties shall have no further obligations
thereunder; provided, however, that the obligations
referenced in Section 11.7 of the Existing Loan
Agreement shall survive as provided therein.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Termination Agreement as of the day and year first written above.
FRANCHISE FINANCE CORPORATION OF
AMERICA, a Delaware Corporation
By /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
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Title: President
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FFCA ACQUISITION CORPORATION, a
Delaware Corporation
By /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
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Title: President
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NOMURA ASSET CAPITAL CORPORATION,
a Delaware Corporation
By /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Vice President
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