PROMISSORY NOTE
$45,000,000.00 Dallas, Texas April 15, 1997
FOR VALUE RECEIVED, the undersigned, FRANCHISE FINANCE CORPORATION OF
AMERICA, a Delaware corporation ("Borrower"), HEREBY PROMISES TO PAY to the
order of NATIONSBANK OF TEXAS, N.A. ("Lender") FORTY-FIVE MILLION AND NO/100
DOLLARS ($45,000,000.00), payable at such times, and in such amounts, as are
specified in the Credit Agreement as hereinafter defined. The books and records
of Administrative Agent shall be prima facie evidence of all sums due Lender.
Xxxxxxxx promises to pay interest on the unpaid principal amount of the
Advances from the date made until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in the Credit
Agreement.
Both principal and interest are payable in lawful money of the United
States of America to Administrative Agent (as defined in the Credit Agreement)
(for the account of Lender) at its principal banking house at NationsBank Plaza,
000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000, or such other place as Administrative
Agent may direct, in immediately available funds.
This Note is one of the Notes evidencing Obligations under the
Revolving Loans referred to in, and is entitled to the benefits of, the Amended
and Restated Credit Agreement dated as of April 15, 1997, among Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of Montreal, Chicago
Branch, Commerzbank Aktiengesellschaft, Los Angeles Branch, The Long-Term Credit
Bank of Japan, Ltd. and Union Bank of Switzerland (New York Branch), as
Co-Agents, Lender and certain other lenders (as from time to time amended,
modified or supplemented, the "Credit Agreement"). The Credit Agreement, among
other things, contains provisions for acceleration of the maturity hereof upon
the happening of an Event of Default (as defined in the Credit Agreement) and
also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.
Borrower and each guarantor, surety and endorser waives demand,
presentment, notice of dishonor, protest and diligence in collecting sums due
hereunder; agrees to application of any debt of Xxxxxx to the payment hereof;
agrees that extensions and renewals without limit as to number, acceptance of
any number of partial payments, releases of any party liable hereon, and
releases or substitutions of collateral, before or after maturity, shall not
release or discharge its obligation under this Note; and agrees to pay in
addition to all other sums due hereunder reasonable attorney's fees if this Note
is placed in the hands of an attorney for collection or if it is collected
through bankruptcy or other judicial proceeding. Xxxxxxxx agrees that during the
full term hereof the maximum lawful interest rate for this Note determined under
Texas law shall be the indicated rate ceiling as specified in Article 5069-1.04
of V.A.T.S. Further, to the extent that any other lawful rate ceiling exceeds
the
rate ceiling so determined, then the higher rate ceiling shall apply. Chapter 15
of the Texas Credit Code does not apply to this Note.
This Note shall be governed by and construed in accordance with the
laws of the State of Texas.
FRANCHISE FINANCE CORPORATION
OF AMERICA, a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxxx
Executive Vice President and
Chief Financial Officer
