Substitution Agreement (2002)Full Document 

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                             SUBSTITUTION AGREEMENT

         THIS SUBSTITUTION AGREEMENT (this "Agreement") is made as of
November 28, 2001 by and among GE CAPITAL FRANCHISE FINANCE CORPORATION, a
Delaware corporation ("FFC"), successor by merger to  Franchise Finance
Corporation of America ("Franchise Finance"), as Servicer pursuant to that
certain Amended and Restated Servicing Agreement dated as of February 28, 2000
(the "Servicing Agreement") between Franchise Finance and Wamu (as defined
below),  FFCA Funding Corporation ("FFCA Funding"), and  FFCA
Acquisition Corporation ("FFCA Acquisition"), whose address is 17207 North
Perimeter Drive, Scottsdale, Arizona 85255, WASHINGTON MUTUAL BANK, FA ("Wamu"),
whose address is c/o GE Capital Franchise Finance Corporation, 17207 North
Perimeter Drive, Scottsdale, Arizona 85255, DAPPER PROPERTIES I, LLC, a Delaware
limited liability company ("Dapper I"), whose address is c/o U.S. Realty
Advisors LLC, 1370 Avenue of the Americas, New York, New York 10019, AUTOPAR
REMAINDER I, LLC, a Delaware limited liability company ("Remainderman I"), whose
address is c/o U.S. Realty Advisors LLC, 1370 Avenue of the Americas, New York,
New York 10019, DAPPER PROPERTIES II, LLC, a Delaware limited liability company
("Dapper II"), whose address is c/o U.S. Realty Advisors LLC, 1370 Avenue of the
Americas, New York, New York 10019, AUTOPAR REMAINDER II, LLC, a Delaware
limited liability company ("Remainderman II"), whose address is c/o U.S. Realty
Advisors LLC, 1370 Avenue of the Americas, New York, New York 10019, DAPPER
PROPERTIES III, LLC, a Delaware limited liability company ("Dapper III"), whose
address is c/o U.S. Realty Advisors LLC, 1370 Avenue of the Americas, New York,
New York 10019, AUTOPAR REMAINDER III, LLC, a Delaware limited liability company
("Remainderman III"), whose address is c/o U.S. Realty Advisors LLC, 1370 Avenue
of the Americas, New York, New York 10019, DISCOUNT AUTO PARTS, INC., a Florida
corporation ("Discount"), whose address is 4900 Frontage Road South, Lakeland,
Florida 33815, and ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation
("Advance"), whose address is 5673 Airport Road, Roanoke, Virginia 24012.

                             PRELIMINARY STATEMENTS:

         Unless otherwise expressly provided herein, all defined terms used in
this Agreement shall have the meanings set forth in Section 1.

         Discount and Dapper I entered into the Dapper I Sale-Leaseback
Agreement pursuant to which Dapper I and Remainderman I acquired their
respective interests in the Dapper I Properties, including, without limitation,
the Dapper I Replaced Properties. Dapper I and FFCA Acquisition entered into the
Dapper I Loan Agreement pursuant to which FFCA Acquisition made the Dapper I
Loans to Dapper I. The Dapper I Loans are secured in part by first priority
mortgage liens on the Dapper I Properties, including, without limitation, the
Dapper I Replaced Properties. Dapper I leases the Dapper I Properties,
including, without limitation, the Dapper I Replaced Properties, to Discount
pursuant to the Dapper I Master Lease.

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         Discount and Dapper II entered into the Dapper II Sale-Leaseback
Agreement pursuant to which Dapper II and Remainderman II acquired their
respective interests in the Dapper II Properties, including, without limitation,
the Dapper II Replaced Properties. Dapper II and FFCA Funding entered into the
Dapper II Loan Agreement pursuant to which FFCA Funding made the Dapper II Loans
to Dapper II. The Dapper II Loans are secured in part by first priority mortgage
liens on the Dapper II Properties, including, without limitation, the Dapper II
Replaced Properties. Dapper II leases the Dapper II Properties, including,
without limitation, the Dapper II Replaced Properties, to Discount pursuant to
the Dapper II Master Lease.

         Discount and Dapper III entered into the Dapper III Sale-Leaseback
Agreement pursuant to which Dapper III and Remainderman III acquired their
respective interests in the Dapper III Properties, including, without
limitation, the Dapper III Replaced Properties. Dapper III and FFCA Funding
entered into the Dapper III Loan Agreement pursuant to which FFCA Funding made
the Dapper III Loans to Dapper III. The Dapper III Loans are secured in part by
first priority mortgage liens on the Dapper III Properties, including, without
limitation, the Dapper III Replaced Properties. Dapper III leases the Dapper III
Properties to Discount, including, without limitation, the Dapper III Replaced
Properties, pursuant to the Dapper III Master Lease.

         FFC succeeded by merger to the respective right, title and interest of
FFCA Acquisition and FFCA Funding in and to the Dapper I Loans and Dapper II
Loans, as applicable. FFCA Funding has sold, conveyed, transferred and assigned
its right, title and interest in and to the Dapper III Loans to Wamu. FFC (as
successor by merger to Franchise Finance) is the Servicer for Wamu pursuant to
the Servicing Agreement and is authorized to provide certain services related to
the Dapper III Loans, for the benefit of the parties thereto.

         Discount has advised Dapper I and FFC that it desires to provide for
the substitution of the Dapper I Replaced Properties with the Dapper I
Substitute Properties under the Dapper I Master Lease, which would require the
substitution of the Dapper I Replaced Properties with the Dapper I Substitute
Properties under the Dapper I Loan Documents. Discount has advised Dapper II and
FFC that it desires to provide for the substitution of the Dapper II Replaced
Properties with the Dapper II Substitute Properties under the Dapper II Master
Lease, which would require the substitution of the Dapper II Replaced Properties
with the Dapper II Substitute Properties under the Dapper II Loan Documents.
Discount has advised Dapper III and FFC that it desires to provide for the
substitution of the Dapper III Replaced Properties with the Dapper III
Substitute Properties under the Dapper III Master Lease, which would require the
substitution of the Dapper III Replaced Properties with the Dapper III
Substitute Properties under the Dapper III Loan Documents. Discount has also
advised Dapper I, Dapper II and Dapper III that, on even date herewith, Discount
is being acquired by the parent corporation of Advance in a transaction pursuant
to which Discount will ultimately become a wholly owned subsidiary of Advance,
as described in Section 2 below.

         While the Master Lease and the Loan Documents provide for certain
rights of substitution of the Mortgaged Properties, the Master Lease and the
Loan Documents do not provide for a substitution of Mortgaged Properties as
contemplated by this Agreement. Notwithstanding the foregoing, Discount has
requested that Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III
and Remainderman III enter into this Agreement to provide for the substitution
and simultaneous like-kind exchange of the Replaced Properties with the

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Substitute Properties under the Master Leases as described in the preceding
paragraph, such substitution and simultaneous like-kind exchange to qualify
under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Tax
Code"). Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III and
Remainderman III have agreed to enter into such substitution subject to and in
accordance with the terms and conditions of this Agreement, provided FFC and
Wamu consent to such substitution and enter into this Agreement to provide for
the substitution of the Replaced Properties with the Substitute Properties under
the Loan Documents. FFC and Wamu have consented to such substitution, subject to
and in accordance with the terms and conditions of this Agreement. The parties
hereto have agreed to enter into this Agreement to provide for, inter alia, the
substitution of and simultaneous like-kind exchange of the Replaced Properties
with the Substitute Properties in accordance with the terms and conditions of
this Agreement.

                                   AGREEMENT:

         In consideration of the mutual covenants and provisions of this
Agreement, the parties agree as follows:

         1. Definitions. The following terms shall have the following meanings
for all purposes of this Agreement:

         "Acquisition" has the meaning set forth in Section 2.

         "Affiliate" means any Person which directly or indirectly controls, is
under common control with, or is controlled by any other Person. For purposes of
this definition, "controls", "under common control with" and "controlled by"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through
ownership of voting securities or otherwise.

         "Closing" shall have the meaning set forth in Section 6.

         "Closing Date" shall have the meaning set forth in Section 6.

         "Code" means the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et
seq., as amended.

         "Counsel" means legal counsel to Dapper I, Remainderman I, Dapper II,
Remainderman II, Dapper III, Remainderman III, Discount and Advance, licensed in
the states in which (i) the Substitute Properties are located, and (ii) Dapper
I, Remainderman I, Dapper II, Remainderman II, Dapper III, Remainderman III and
Discount are incorporated or formed.

         "Dapper I Acknowledgement" means that certain Acknowledgement of Master
Lease Assignment and Subordination, Nondisturbance and Attornment Agreement
dated as of February 27, 2001 among Dapper I, Remainderman I, FFCA Acquisition
and Discount and recorded in the applicable county records with respect to the
Dapper I Properties, as the same may be amended from time to time.

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         "Dapper I Environmental Policies" means the "Environmental Policies" as
defined in the Dapper I Loan Agreement.

         "Dapper I Guaranty" means the guaranty of master lease to be executed
by Advance in favor of Dapper I with respect Discount's obligations under the
Dapper I Master Lease.

          "Dapper I Loan Agreement" means the Loan Agreement dated as of
February 27, 2001 between Dapper I and FFCA Acquisition, as the same may be
amended from time to time.

         "Dapper I Loan Documents" means the "Loan Documents" as defined in the
Dapper I Loan Agreement.

         "Dapper I Loans" means the loans evidenced by the Dapper I Notes.

         "Dapper I Master Lease" means the master lease dated as of February 27,
2001 between Dapper I, as lessor, and Discount, as lessee, as the same may be
amended from time to time.

         "Dapper I Memorandum" means the memorandum of master lease dated as of
February 27, 2001 executed by Dapper I and Discount with respect to the Dapper I
Master Lease and recorded in the applicable county records with respect to the
Dapper I Properties.

         "Dapper I Mortgages" means, collectively, the deeds of trust, mortgages
or deeds to secure debt, assignments of rents and leases, security agreements
and fixture filings dated as of February 27, 2001 executed by Dapper I and
Remainderman I for the benefit of FFCA Acquisition encumbering the Dapper I
Properties and granted to secure the Dapper I Notes, as the same may be amended
from time to time.

         "Dapper I Notes" means, collectively, the promissory notes dated as of
February 27, 2001, executed by Dapper I in favor of FFCA Acquisition with

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