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EXHIBIT 99.4
EXECUTION COPY
AGREEMENT
THIS AGREEMENT is dated as of May 1, 2000 (the "Agreement") and is by and
among Captec Net Lease Realty, Inc., a Delaware corporation (the "Company").
Captec Acquisition, Inc., a Delaware corporation ("Acquisition") and a
wholly-owned subsidiary of the Company, Captec Financial Group, Inc., a Michigan
corporation ("CFG"), and Captec Net Lease Realty Advisors, Inc., a Delaware
corporation ("CA").
RECITALS
WHEREAS, the Company, Acquisition, CFG, and CA have entered into that
certain Omnibus Agreement and Plan of Merger, dated as of December 20, 1999,
which agreement was amended on April 5, 2000 (as amended, the "Merger
Agreement"); and
WHEREAS, the respective Board of Directors of each of the Company,
Acquisition, CFG and CA has determined to terminate the Merger Agreement
pursuant to the terms of Section 10.01 thereof.
NOW, THEREFORE, in consideration of the representations, warranties and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties to this
Agreement intending to be legally bound, agree as follows:
1. Termination. The Company, Acquisition, CFG and CA hereby terminate
the Merger Agreement pursuant to, and in accordance with, Section 10.01 thereof,
effective as of the date hereof.
2. Representations and Warranties of the Company and Acquisition. The
Company and Acquisition have all requisite corporate power and authority to
execute this Agreement. The execution and delivery of this Agreement has been
duly authorized by the Board of Directors of each of the Company and Acquisition
and no further corporate action is necessary on the part of the Company or
Acquisition. This Agreement has been duly executed and delivered by the Company
and Acquisition and, assuming the due execution and delivery of the other
parties hereto, constitutes a valid and binding obligation of the Company and
Acquisition, enforceable against each of the Company and Acquisition in
accordance with its terms.
3. Representations and Warranties of CFG and CA. CFG and CA have all
requisite corporate power and authority to execute this Agreement. The execution
and delivery of this Agreement has been duly authorized by the Board of
Directors of each of CFG and CA and no further corporate action is necessary on
the part of either CFG or CA. This Agreement has been duly executed and
delivered by each of CFG and CA and, assuming the due execution and delivery by
the other parties hereto, constitutes a valid and binding obligation of each of
CFG and CA, enforceable against each of CFG and CA in accordance with its terms.
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4. Governing Law. This Agreement and all disputes hereunder shall be
governed by, and interpreted and construed in accordance with, the internal laws
of the State of Delaware without regard to principles of conflicts of laws.
5. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS THEREOF, the parties have executed and delivered this
Agreement on the date first written above by their respective officers
thereunto duly authorized.
CAPTEC NET LEASE REALTY, INC.
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Chairman, Special Committee
CAPTEC ACQUISITION, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Secretary
CAPTEC FINANCIAL GROUP, INC.
By: /s/ W. XXXX XXXXXX
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Name: W. Xxxx Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
CAPTEC NET LEASE REALITY ADVISORS,
INC.
By: /s/ XXXXXXX X. BEACH
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Name: Xxxxxxx X. Beach
Title: President and Chief Executive
Officer
