FAMILY STEAK HOUSES OF FLORIDA INC
COMMITMENT FOR CONSTRUCTION FROM FFCA ACQUISTION
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>2
<FILENAME>g67693ex10-21.txt
<DESCRIPTION>COMMITMENT FOR CONSTRUCTION FROM FFCA ACQUISTION
<TEXT>

<PAGE>   1
                               [FFCA Letterhead]

                                                                   EXHIBIT 10.21


                                 July 18, 2000


Mr. Edward B. Alexander                      BY FACSIMILE AND
Family Steak Houses of Florida, Inc.         OVERNIGHT COURIER
2113 Florida Blvd.
Neptune Beach, FL 32266-1609

Dear Ed:

         Family Steak Houses of Florida, Inc. ("Borrower") has advised FFCA
Funding Corporation ("FFCA") that Borrower desires to obtain mortgage financing
for up to two (2) new Ryan's Family Steakhouse restaurants (individually, a
"Property" and collectively, the "Properties") during the next sixteen and
one-half (16-1/2) months. For each Property, Borrower desires to obtain a
construction/long term mortgage loan secured by a first lien mortgage or deed of
trust, as determined by FFCA (individually, a "Mortgage Loan" and collectively
the "Mortgage Loans").

         Upon Borrower's acceptance of this commitment letter (this
"Commitment"), FFCA commits to make to Borrower up to two (2) Mortgage Loans, on
the terms set forth in this Commitment.

A.       Basic Commitment Terms.

Background:                This Commitment outlines certain basic terms and
                           conditions of the Mortgage Loans; however, it is not
                           meant to define all of the terms and conditions of
                           the Mortgage Loans, which will be set forth more
                           fully in the final documentation. The Mortgage Loans
                           are subject to, among other things, the approval by
                           FFCA of the Properties and the Loan Amount (as
                           defined below), Borrower's compliance with all of the
                           requirements set forth in this Commitment, and the
                           receipt by FFCA of all documents and other
                           information requested by FFCA and its counsel.

Acceptance:                Borrower may accept this Commitment by signing and
                           returning a copy of this Commitment, together with a
                           check for the Fee (as defined below), to FFCA within
                           ten (10) days of the date hereof.


<PAGE>   2

Fee:                       Borrower shall pay FFCA a $6,000.00 fee (the "Fee
                           Deposit") for this Commitment. Notwithstanding the
                           foregoing, if at any time prior to the Closing, FFCA
                           determines that its out-of-pocket expenses in
                           connection with the Mortgage Loans exceed the Fee
                           Deposit, upon the request of FFCA, Borrower will pay
                           such shortfall to FFCA.

Refundability of Fee:      Although the Fee Deposit shall be nonrefundable and
                           fully earned when received by FFCA, all or part of
                           the Fee Deposit may be applied to the Property
                           Commitment Fees as described in the Property
                           Commitment Fee Section below.

Transaction Processing:    Borrower will send FFCA a completed Property Notice
                           in the form attached hereto as Exhibit A once a site
                           has been identified. FFCA will not instruct its
                           counsel to begin preparing any of the documentation
                           and FFCA will not inspect the Properties until FFCA
                           has received a completed Property Notice.

Commitment Term:           The term of this Commitment shall commence on the
                           date this Commitment is accepted and automatically
                           expire and be of no further force or effect after
                           December 1, 2001. Any Property Notice received by
                           FFCA after such date shall be ineffective, and FFCA
                           shall be under no obligation to close any Mortgage
                           Loan if the Closing fails to occur within ninety (90)
                           days of receipt of a Property Notice.

Loan Amount Cap:           Notwithstanding anything herein to the contrary, in
                           no event shall FFCA be obligated to fund a Mortgage
                           Loan if the Loan Amount for a Property (including
                           financed soft costs and closing costs) exceeds
                           $1,600,000.00.

B.       Basic Loan Terms.

Property Commitment Fee:   For each Mortgage Loan, Borrower shall pay FFCA an
                           underwriting and processing fee equal to one percent
                           (1.00%) of the Loan Amount. Borrower shall be
                           entitled to a $3,000.00


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<PAGE>   3


                           credit towards the Property Commitment Fee owing
                           under each Property Notice. One-half of the balance
                           of the Property Commitment Fee shall be due upon
                           Borrower's delivery of a Property Notice; the balance
                           of the Property Commitment Fee shall be due at the
                           Closing.

Documentation:             Prior to Closing, FFCA shall provide Borrower with
                           FFCA's proposed form of promissory note ("Note"),
                           loan agreement ("Loan Agreement"), mortgage or deed
                           of trust, as determined by FFCA, and security
                           agreement ("Deed of Trust"), assignment of leases and
                           rents, environmental indemnity, UCC-1 financing
                           statements, disbursement agreement (the "Disbursement
                           Agreement") and such other documents as may be
                           reasonably required by FFCA or the Title Company (as
                           defined below) (collectively, the "Loan Documents").
                           Each Deed of Trust shall (a) grant FFCA a first
                           priority lien against the Property and the furniture,
                           machinery and other equipment of Borrower at the
                           Property, (b) contain such representations,
                           warranties, covenants and agreements as are customary
                           in loan transactions of this type, (c) provide that
                           Borrower will indemnify FFCA against all claims,
                           suits and costs whatsoever relating to the Property,
                           (d) provide that Borrower shall be responsible for
                           all maintenance, utilities, insurance, taxes,
                           assessments and other expenses associated with the
                           Property, (e) provide that the Property shall be
                           operated as a Ryan's Family Steakhouse pursuant to a
                           franchise agreement with Ryan's Properties, Inc.
                           ("Franchisor"), and (f) provide that the Property
                           shall not be sold, leased, or further encumbered
                           without the prior written consent of FFCA. At the
                           Closing, with respect to each Property, Borrower
                           shall (i) provide FFCA with proof of insurance
                           relating to the Property, (ii) provide FFCA with a
                           satisfactory title insurance commitment, ALTA
                           as-built survey, environmental insurance, opinion of
                           counsel, Franchisor status certificate, non-foreign
                           certificate, and (iii) execute the Loan Documents.

Loan Amount:               Subject to the Loan Amount Cap set forth above, the
                           sum of (i) the fair market value of the land as
                           determined by FFCA, (ii) the actual and reasonable
                           cost to construct the improvements, as determined by
                           FFCA, (iii) the Property Commitment Fee,


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                           and (iv) such soft costs and closing costs as FFCA
                           may approve in its sole discretion.

Development Price:         After Borrower purchases the Land (the cost of
                           which shall be funded by FFCA in accordance with the
                           preceding paragraph), FFCA will fund the sum of (i)
                           the actual and reasonable hard costs incurred to
                           construct the improvements as determined by FFCA, and
                           (ii) Borrower's actual and reasonable out-of-pocket
                           soft costs relating to the construction of the
                           improvements as may be approved as to category and
                           amount by FFCA, in its reasonable discretion.

Basic Construction
Funding Terms:             The Disbursement Agreement shall provide that FFCA
                           will agree to fund the Development Price in progress
                           payments through the Title Company, and Borrower will
                           agree to complete the improvements as provided
                           therein.

Title Company and
Surveyor:                  FFCA's policy of title insurance shall be issued by
                           LandAmerica Financial Services/Lawyers Title
                           Insurance Corporation, Phoenix National Division (the
                           "Title Company"). The close of escrow and all
                           subsequent disbursements under the Disbursement
                           Agreement shall be processed through the Title
                           Company. Hayes and Matthews, Inc. or such other
                           surveyor selected by FFCA shall prepare the surveys
                           for the Properties.

Note Terms:                Interest shall accrue at a variable rate, adjusting
                           monthly, equal to the 30-day London Interbank Offered
                           Rate then in effect plus 3.75%. Principal and
                           interest shall be paid in equal monthly installments
                           due on the first day of each month based upon a
                           twenty (20) year term and amortization schedule.

Prepayment:                Borrower may prepay any Note, in whole, but not in
                           part, on any regularly scheduled payment date;
                           provided, however, any prepayment made during the
                           first year of the term of a Mortgage Loan shall
                           include a prepayment premium equal to 5% of the then
                           outstanding amount of such Mortgage Loan; any
                           prepayment made during the second year of the term of
                           a

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                           Mortgage Loan shall include a prepayment premium
                           equal to 4% of the then outstanding amount of such
                           Mortgage Loan; any prepayment made during the third
                           year of the term of a Mortgage Loan shall include a
                           prepayment premium equal to 3% of the then
                           outstanding amount of such Mortgage Loan; any
                           prepayment made during the fourth year of the term of
                           a Mortgage Loan shall include a prepayment premium
                           equal to 2% of the then outstanding amount of such
                           Mortgage Loan; and any prepayment made during the
                           fifth year of the term of a Mortgage Loan shall
                           include a prepayment premium equal to 1% of the then
                           outstanding amount of such Mortgage Loan.

Fixed Charge Coverage:     Borrower shall be required to achieve and maintain an
                           annual Fixed Charge Coverage Ratio (as defined below)
                           at each Property equal to or greater than 1.25:1. If
                           Borrower does not achieve such annual Fixed Charge
                           Coverage Ratio at a Property within thirty (30) days
                           following notice from FFCA, Borrower shall be
                           required to either (i) prepay, without being required
                           to pay any prepayment penalty or yield maintenance
                           premium, the Note by an amount sufficient to raise
                           the Fixed Charge Coverage Ratio to 1.25:1, and
                           Borrower and FFCA shall amend the Note to re-amortize
                           the payment schedule thereunder, (ii) substitute
                           another property or properties acceptable to FFCA,
                           such that after such substitution, the Fixed Charge
                           Coverage Ratio, based upon the results of the prior
                           year's operation, shall equal or exceed 1.25:1, or
                           (iii) prepay the Note in full, without being required
                           to pay any prepayment penalty or yield maintenance
                           premium. For purposes hereof, the term "Fixed Charge
                           Coverage Ratio" shall mean the ratio of (a) net
                           income before non-recurring items and after a
                           corporate overhead allocation (equal to 5% of gross
                           sales) plus depreciation and amortization expense,
                           operating lease payments and interest expense, to (b)
                           the sum of any loan payments, equipment loan payments
                           and operating lease payments which are associated
                           with the Property. The Loan Agreement will provide
                           that FFCA may elect at any time to convert the Fixed
                           Charge Coverage Ratio from a single-store test to an
                           aggregate 1.25:1 test applying to


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                           all loans from FFCA to Borrower, or to such groups of
                           such loans as may be selected by FFCA from time to
                           time.

Closing Costs:             Borrower shall pay its attorneys' fees, FFCA's site
                           inspection expenses, FFCA's attorneys' fees, the cost
                           of environmental insurance, and all other Mortgage
                           Loan closing costs, including, without limitation,
                           all mortgage and stamp taxes, construction consultant
                           fees, soil report expenses, disbursement agent costs,
                           survey expenses, title insurance premiums, and
                           escrow, filing and recording fees. In the event any
                           Property or Properties do not close for any reason
                           after FFCA's due diligence has begun, Borrower shall
                           pay all costs incurred for such diligence for that
                           Property or Properties.

C. Other Material Transaction Terms.

Financial Statements:      Within forty-five (45) days following the end of each
                           quarter during the Commitment Term, Borrower shall
                           provide FFCA with Borrower's financial statements for
                           the preceding quarter.

Non-Disclosure:            Prior to the Closing, neither Borrower nor FFCA shall
                           make any public disclosure of this Commitment or the
                           transactions proposed by this Commitment without the
                           prior written consent of the other party hereto,
                           except as may be required by law or legal process.

Transfers,
Participations and
Securitization:            The Loan Documents shall provide that FFCA may, at
                           any time, sell, transfer or assign any Note, Deed of
                           Trust and any of the other Loan Documents, and any or
                           all servicing rights with respect thereto (each, a
                           "Transfer"), or grant participations therein (each, a
                           "Participation"), or complete an asset securitization
                           vehicle selected by FFCA, in accordance with all
                           requirements which may be imposed by the investors or
                           the rating agencies involved in such securitized
                           financing transaction, as selected by FFCA, or which
                           may be imposed by applicable securities, tax or other
                           laws or regulations, including, without limitation,
                           laws relating to FFCA's status as a real estate
                           investment trust (each, a "Securitization"). Borrower
                           agrees to


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                           cooperate in good faith with FFCA in connection with
                           any Transfer, Participation and/or Securitization,
                           including, without limitation, (i) providing such
                           documents, financial and other data, and other
                           information and materials (the "Disclosures") which
                           would typically be required with respect to Borrower
                           by a purchaser, transferee, assignee, servicer,
                           participant, investor or rating agency involved with
                           respect to such Transfer, Participation and/or the
                           Securitization, as applicable; provided, however,
                           Borrower shall not be required to make Disclosures of
                           any confidential information or any information which
                           has not previously been made public unless required
                           by applicable federal or state securities laws; and
                           (ii) amending the terms of the transactions evidenced
                           by the Loan Documents to the extent necessary so as
                           to satisfy the requirements of purchasers,
                           transferees, assignees, servicers, participants,
                           investors or selected rating agencies involved in any
                           such Transfers, Participations or Securitization, so
                           long as such amendments would not have a material
                           adverse effect upon Borrower or the transactions
                           contemplated by this Commitment. Borrower consents to
                           FFCA providing the Disclosures, as well as any other
                           information which FFCA may now have or hereafter
                           acquire with respect to the Property or the financial
                           condition of Borrower, to each purchaser, transferee,
                           assignee, servicer, participant, investor or rating
                           agency involved with respect to each Transfer,
                           Participation and/or Securitization, as applicable.
                           FFCA and Borrower shall each pay their own attorneys'
                           fees and other out-of-pocket expenses incurred in
                           connection with the performance of their respective
                           obligations under this paragraph.


Cross-Default and
Cross-Collateralization:   The Mortgage Loan Documents between FFCA and Borrower
                           with respect to the Mortgage Loans shall be
                           cross-defaulted and cross-collateralized with each
                           other and all other loan agreements, notes,
                           mortgages, deeds of trust and other agreements now or
                           hereafter entered into between (or, in the case of
                           notes and guaranties, in favor of) (i) FFCA,
                           Franchise Finance Corporation of America or any of
                           its other subsidiaries and affiliates, on the one
                           hand, and (ii) Borrower or any of its subsidiaries or
                           affiliates, on the other hand.


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D. Other Matters.

         THE FOREGOING SUMMARY OF BASIC TERMS AND CONDITIONS IS NOT MEANT TO BE
NOR SHOULD IT BE CONSTRUED AS AN ATTEMPT TO DEFINE ALL OF THE TERMS AND
CONDITIONS REGARDING THE MORTGAGE LOANS. INSTEAD, IT IS INTENDED ONLY TO OUTLINE
CERTAIN BASIC POINTS OF THE BUSINESS UNDERSTANDING AROUND WHICH LEGAL
DOCUMENTATION WILL BE STRUCTURED. THE OUTLINED TERMS AND CONDITIONS ARE SUBJECT
TO FINAL DOCUMENTATION SATISFACTORY TO ALL PARTIES AND COMPLETE LEGAL REVIEW AND
APPROVAL OF ALL PERTINENT MATTERS.

         This Commitment and the Mortgage Loans contemplated hereby and the
obligation of FFCA to consummate the Mortgage Loans described in this Commitment
shall be subject to, in FFCA's sole judgment, there being no adverse material
change in (i) the financial condition of Borrower, (ii) the franchise loan
capital markets, or (iii) FFCA's ability to successfully consummate a Transfer,
Participation or Securitization therein. Furthermore, this Commitment shall not
be assignable by Borrower or relied upon by any third party without the prior
written consent of FFCA, and shall be governed by the internal laws of the State
of Arizona, without giving effect to conflict of law principles. This Commitment
may be assigned by FFCA without the consent of Borrower. This Commitment (i)
supersedes any previous discussions, agreements and/or proposal/commitment
letters relating to the Mortgage Loans, and (ii) may only be amended by a
written agreement executed by FFCA and Borrower. FFCA reserves the right to
cancel this Commitment in the event (i) Borrower has made any misrepresentations
or withheld any information with regard to the Mortgage Loans, or (ii) Borrower
or its affiliates default on any of their contractual obligations to FFCA or its
affiliates.

         ANY ACTION ARISING OUT OF THIS COMMITMENT OR THE LOAN DOCUMENTS SHALL
BE PROSECUTED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN THE STATE OF
ARIZONA. FFCA AND BORROWER WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT TO ANY ACTION ARISING OUT OF THIS COMMITMENT. BORROWER WAIVES ANY RIGHT
BORROWER HAS OR MAY HAVE TO SEEK OR RECOVER FROM FFCA OR ANY OF ITS AFFILIATES,
OFFICERS, DIRECTORS AND EMPLOYEES ANY AWARD OF SPECIAL, INDIRECT, CONSEQUENTIAL
OR PUNITIVE DAMAGES IN CONNECTION WITH ANY DEFAULT BY FFCA UNDER THIS
COMMITMENT.


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         Please indicate your acceptance of this Commitment by having a copy of
this Commitment signed and returned to FFCA to the attention of Ann Veal, FFCA
Funding Corporation, 17207 North Perimeter Drive, Scottsdale, Arizona 85255,
together with a check in the sum of $6,000.00 payable to "FFCA Funding
Corporation", within ten (10) days from the date hereof, or this Commitment will
automatically expire.

                                    FFCA Funding Corporation,
                                    a Delaware corporation

                                    /s/ Robin L. Roach

                                    Robin L. Roach
                                    Senior Vice President, Corporate Finance

ACCEPTED AND AGREED TO on this 1st day of August, 2000.


Family Steak Houses of Florida, Inc.,
a Florida corporation

By: /s/ Ed Alexander
   -------------------------------------------
Printed Name: Edward B. Alexander
             ---------------------------------
Title: Executive Vice President
      ----------------------------------------


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                                  EXHIBIT "A"

                                PROPERTY NOTICE

         Pursuant to the terms and conditions of that certain commitment letter
dated July 18, 2000, between FFCA Funding Corporation ("FFCA") and Family Steak
Houses of Florida, Inc. ("Borrower") (the "Commitment Letter"), Borrower hereby
identifies the property described below ("Property") as a property that Borrower
would like FFCA to fund as set forth in the Commitment Letter. Any capitalized
terms used herein without definition shall have the same meaning given in the
Commitment Letter.


Date:
                                    -------------------------------------------

Lender:                             FFCA

Borrower:
                                    -------------------------------------------
Street Address of Property:
                                    -------------------------------------------
City, State & Zip Code
                                    -------------------------------------------
Operating Entity (attach Lease):
                                    -------------------------------------------
Square Footage of Proposed
Improvements:
                                    -------------------------------------------
Proposed Loan Amount:
                                    -------------------------------------------
Proposed Development Price:
                                    -------------------------------------------
Anticipated Land Closing Date:
                                    -------------------------------------------
Outside Land Closing Date
(no more than 6 months after the
date of this Property
Notice):
                                    -------------------------------------------


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The following supporting items are attached to this Property Notice:

         Land Purchase Agreement

         Legal Description

         Site Plan

         FFCA Proposed Budget

         Current Title Evidence (if available)

         Current ALTA Survey (if available)

         Completed Environmental Questionnaire

         Environmental Reports (if available)

         The Property, the Loan Amount and, if applicable, the Development Price
referenced above are subject to the approval of FFCA. FFCA will notify Family
Steak Houses of Florida, Inc. if the Property, Loan Amount or, if applicable,
Development Price, are disapproved. It is also expressly acknowledged that the
Mortgage Loan is subject to Borrower satisfying all of the conditions and
requirements contained in the Commitment Letter.

Family Steak Houses of Florida, Inc.,
a Florida corporation


By
  --------------------------------------
Printed Name
             ---------------------------
Title
     -----------------------------------


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