Termination Agreement between The FINOVA Group Inc. and Leucadia National Corporation

Summary

The FINOVA Group Inc. and Leucadia National Corporation have mutually agreed to terminate their Securities Purchase Agreement dated December 20, 2000. Both parties release each other from any claims related to the original agreement, except as specifically stated. If FINOVA files for Chapter 11 bankruptcy, Leucadia is entitled to a $3 million liquidated damages claim. Certain confidentiality and agreement provisions are also addressed. The parties will issue a joint press release about the termination.

EX-10.A 2 ex-10_a.txt TERMINATION AGREEMENT BETWEEN FINOVA AND LEUCADIA 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/ Stuart A. Tashlik -------------------------------- Name: Stuart A. Tashlik Title: Senior Vice President LEUCADIA NATIONAL CORPORATION By: /s/ Ian Cumming -------------------------------- Name: Ian Cumming Title: Chairman Annex A [See Exhibit 10.B.]