Exhibit 10.54
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is made this 4th day of June 1999, by and
among CNL American Properties Fund, Inc., a Maryland corporation ("APF"), CNL
APF Partners, L.P., a Delaware limited partnership (the "Operating
Partnership"), CNL APF GP corp., a Delaware corporation (the "OP General
Partner"), CNL Income Fund XVII, Ltd., a Florida limited partnership (the
"Fund"), and Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xx., and CNL Realty Corporation,
a Florida corporation (together with Messrs. Borne and Xxxxxx, the "General
Partners"). APF, the Operating Partnership, the OP General Partner, the Fund and
the General Partners are referred to collectively herein as the "Parties" and
individually as a "Party."
Recitals:
WHEREAS, pursuant to the terms of the Agreement and Plan of Merger
dated March 11, 1999 by and among the Parties (the "Merger Agreement"), the Fund
was to be merged with and into the Operating Partnership, and the Operating
Partnership was to be the surviving limited partnership in the Merger; and
WHEREAS, the Parties desire to terminate the Merger Agreement pursuant
to the terms contained therein.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
Agreement:
Section One. Termination. Pursuant to Section 11.1 of the Merger
-----------
Agreement, the Parties hereby mutually terminate the Merger Agreement. As of the
date hereof, the Merger Agreement shall be of no further force and effect and
each Party to the Merger Agreement shall be fully released and discharged from
any prior or further obligation to observe the terms and conditions of the
Merger Agreement.
Section Two. Governing Law. This Agreement shall be governed by the
-------------
laws of the State of Florida without regard to the conflicts of law principles
thereof.
Section Three. Counterparts. This Agreement may be executed in one or
------------
more counterparts, each of which shall be enforceable against the party or
parties actually executing such counterpart, and all of which together shall
constitute one and the same instrument.
1
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first written above.
CNL AMERICAN PROPERTIES FUND, INC.
/s/ Xxxxx X. Xxxxxx, Xx.
---------------------------------------------------
By: Xxxxx X. Xxxxxx, Xx.
Its: Chairman and Chief Executive Officer
CNL APF PARTNERS, L.P.
By: CNL APF GP Corp., as General Partner
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------------
By: Xxxxxx X. Xxxxxx
Its: President
CNL APF GP Corp.
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------------
By: Xxxxxx X. Xxxxxx
Its: President
CNL INCOME FUND XVII, LTD.
By: CNL Realty Corporation, as General Partner
/s/ Xxxxx X. Xxxxxx, Xx.
---------------------------------------------------
By: Xxxxx X. Xxxxxx, Xx.
Its: Chief Executive Officer
2
CNL REALTY CORPORATION
/s/ Xxxxx X. Xxxxxx, Xx.
---------------------------------------------------
By: Xxxxx X. Xxxxxx, Xx.
Its: Chief Executive Officer
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------------
Xxxxxx X. Xxxxxx, as General Partner
/s/ Xxxxx X. Xxxxxx, Xx.
---------------------------------------------------
Xxxxx X. Xxxxxx, Xx., as General Partner
3
