1
--------------------------------------------------------------------------------
SECOND AMENDMENT
TO AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT
--------------------------------------------------------------------------------
Second Amendment to Amended and Restated Revolving Credit and Term Loan
Agreement dated as of July 24, 1996 (the "Second Amendment"), by and among AU
BON PAIN CO., INC., a Delaware corporation ("ABP"), SAINT LOUIS BREAD COMPANY,
INC., a Delaware corporation ("Saint Louis Bread"), ABP MIDWEST MANUFACTURING
CO., INC., a Delaware corporation ("ABP Midwest", and, collectively with ABP and
Saint Louis Bread, the "Borrowers"), and USTRUST, a Massachusetts trust company,
THE FIRST NATIONAL BANK OF BOSTON, a national banking association, CITIZENS BANK
OF MASSACHUSETTS, a Massachusetts savings bank (collectively, the "Banks"), and
USTRUST as agent for the Banks (in such capacity, the "Agent"), amending certain
provisions of the Amended and Restated Revolving Credit and Term Loan Agreement
dated as of March 17, 1995 (as amended by the First Amendment to Amended and
Restated Revolving Credit and Term Loan Agreement dated as of March 17, 1995,
and as further amended and in effect from time to time, the "Credit Agreement")
by and among the Borrowers, the Banks and the Agent. Terms not otherwise defined
herein which are defined in the Credit Agreement shall have the same respective
meanings herein as therein.
WHEREAS, the Borrowers, the Banks and the Agent have agreed to modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this Second Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SS.1. AMENDMENT TO SS.1 OF THE CREDIT AGREEMENT. Section 1 of the Credit
Agreement is hereby amended as follows:
(a) by inserting in the appropriate alphabetical order the following
definitions:
4.75% CONVERTIBLE SUBORDINATED NOTES. Those certain 4.75%
Convertible Subordinated Notes due January 2, 2001 issued by Au
Bon Pain Co., Inc. in the aggregate principal amount of
$30,000,000 pursuant to the terms of that certain Securities
Purchase Agreement dated as of December 17, 1993 among Au Bon
Pain Co., Inc. and certain purchasers named therein (as such
notes are amended, modified and restated and in effect from time
to time).
INVESTMENT AGREEMENT. The Investment Agreement dated as of July
24, 1996 by and among the Borrowers, Allied Capital
2
-2-
Corporation, Allied Capital Corporation II, and Capital Trust
Investments, Ltd.
SUBORDINATION AGREEMENT. The Subordination Agreement dated as of
July 24, 1996 among the Banks, the Agent, the Borrowers, Allied
Capital Corporation, Allied Capital Corporation II, and Capital
Trust Investments, Ltd..
(b) by deleting the definition of "Commitment" in its entirety and
replacing it with the following definition:
COMMITMENT. With respect to each Bank, the amount set forth in the
column labeled Commitment opposite such Bank's name on Schedule 1.1(a)
hereto.
(c) by amending the definition of "Consolidated Total Debt Service" as
follows:
(i) by inserting immediately after the words "one fifth of
the" in clause (c) thereof the phrase "(i) "; and
(ii) by deleting the period at the end of the aforementioned
definition and substituting therefor the phrase " minus (ii)
those Revolving Credit Loans equal to that portion of the deposit
posted by Au Bon Pain Co., Inc. with The SYGMA Network, Inc.
and/or The SYGMA Network of Ohio, Inc. at the relevant time of
reference thereto pursuant to the SYGMA Distribution Service
Agreement made as of December 13, 1994 among Au Bon Pain Co.,
Inc., The SYGMA Network, Inc. and The SYGMA Network of Ohio, Inc.
which Au Bon Pain Co., Inc. can withdraw from The SYGMA Network,
Inc. and/or The SYGMA Network of Ohio, Inc., as applicable, at
any time at the sole option of Au Bon Pain Co., Inc. pursuant to
such agreement."
(d) by amending the definition of "Consolidated Total Liabilities" by
inserting immediately prior to the period at the end thereof the phrase
"less those Revolving Credit Loans equal to that portion of the deposit
posted by Au Bon Pain Co., Inc. with the SYGMA Network, Inc. and/or The
SYGMA Network of Ohio, Inc. at the relevant time of reference thereto
pursuant to the SYGMA Distribution Service Agreement made as of December
13, 1994 among Au Bon Pain Co., Inc., The SYGMA Network, Inc. and The SYGMA
Network of Ohio, Inc. which Au Bon Pain Co., Inc. can withdraw from The
SYGMA Network, Inc. and/or The SYGMA Network of Ohio, Inc., as applicable,
at any time at the sole option of Au Bon Pain Co., Inc. pursuant to such
agreement."
(e) by deleting the definition of "Subordinated Funding Event" in its
entirety.
SS.2. AMENDMENT TO SS.2 OF THE CREDIT AGREEMENT. Section 2 of the Credit
Agreement is hereby amended by deleting ss.2.9 in its entirety.
3
-3-
SS.3. AMENDMENT TO SS.6 OF THE CREDIT AGREEMENT. Section 6 of the Credit
Agreement is hereby amended as follows:
(a) Section 6.1(j) of the Credit Agreement is hereby amended by
deleting the word "and" at the end thereof.
(b) Section 6.1(k) of the Credit Agreement is hereby amended by
deleting the text thereof in its entirety and inserting the following text
therefor:
(k) unsecured subordinated Indebtedness in an aggregate
principal amount not to exceed $15,000,000 evidenced by Senior
Subordinated Debentures dated July 24, 1996 issued pursuant to
the Investment Agreement and subordinated to the Obligations
pursuant to the terms of the Subordination Agreement; and
(c) Section 6.1 of the Credit Agreement is hereby further amended by
adding a new subsection (l) at the end thereof as follows:
(l) unsecured Indebtedness owing to INAC Corp. in an
aggregate amount not to exceed $2,000,000 at any one time
outstanding under that certain Revolving Credit Agreement dated
as of January 12, 1996 by and between Au Bon Pain Co., Inc. and
INAC Corp..
(d) Section 6.6 of the Credit Agreement is hereby amended by deleting
the text thereof in its entirety and inserting the following text therefor:
ss.6.6. CONSOLIDATION, MERGER AND SALE OF ALL ASSETS. The
Borrowers will not, nor will it permit any of their material
Subsidiaries to, (a) merge or consolidate into or with any other
Person or convey, sell, lease or otherwise dispose of all or
substantially all of its assets to another Person, or permit any
Person to merge or consolidate into or with the Borrowers or any
such Subsidiary or convey, sell, lease or otherwise dispose of
all or substantially all of its assets to the Borrowers or any
such Subsidiary; PROVIDED that (i) any such Subsidiary may merge
into, or convey, sell, lease or dispose of its assets to, the
Borrower or a wholly-owned Subsidiary of the Borrower, (ii) a
Person other than such a Subsidiary may merge into, or convey,
sell, lease or dispose of its assets to, the Borrower if the
Borrower is the surviving or acquiring corporation, and (iii) a
Person other than the Borrower or another Subsidiary may merge
into, or convey, sell, lease or dispose of its assets to, such
Subsidiary if (A) such Subsidiary is the surviving or acquiring
corporation or (B) the surviving or acquiring entity, if not such
Subsidiary, becomes a Subsidiary of the Borrower; PROVIDED
FURTHER that in any such transaction the rights and powers of the
Banks will not, in their sole reasonable discretion, be
materially adversely affected thereby and
4
-4-
immediately after such transaction no Default or Event of Default
shall exist hereunder; and PROVIDED, FURTHER that, in no event
shall the Borrower become a Subsidiary of any other Person
without the prior consent of the Banks, (b) take any action which
results in a "Repurchase Event" (as defined in ss.3.5 of the
4.75% Subordinated Convertible Notes), or (c) take any action
which results in a "Transfer of Borrowers' Business" (as defined
in the Investment Agreement).
(e) Section 6.7(a) of the Credit Agreement is hereby amended by
inserting before the phrase " and except for sales" the phrase ", except
for sales or other dispositions of property in connection with the closings
of stores listed on SCHEDULE 6.7 (provided that, in connection with the
disposition of such stores, the Borrowers shall not incur more than
$1,250,000 in cash charges or $7,000,000 in total cash and non-cash
charges) ".
(f) Section 6 of the Credit Agreement is hereby amended by inserting
at the end thereof the following new Section 6.11:
ss.6.11. PREPAYMENT OF SUBORDINATED DEBT. The Borrowers will
not, and will not permit any of their Subsidiaries to, (a) amend,
supplement or otherwise modify the terms of any of the
Subordinated Debt (including, without limitation, the
Subordinated Debt evidenced by the 4.75% Convertible Subordinated
Notes and the Subordinated Debentures issued pursuant to the
terms of the Investment Agreement) to increase the principal
amount of the Indebtedness evidenced thereby or the rate of
interest applicable to such Indebtedness, or to alter the
schedule of payments of principal or interest with respect to
such Indebtedness, or to alter the maturity date thereof, or (b)
prepay, redeem, or repurchase any of the principal of, or
interest on, such Subordinated Debt; PROVIDED that so long as no
Default or Event of Default exists or would result therefrom, the
Borrowers may prepay such Subordinated Debt from the proceeds of
the issuance of additional shares of capital stock or other
equity securities.
SS.4. AMENDMENT TO SS.7 OF THE CREDIT AGREEMENT. Section 7 of the Credit
Agreement is hereby amended as follows:
(a) Section 7.2 of the Credit Agreement is hereby amended by deleting
the text thereof in its entirety and inserting the following therefor:
ss.7.2. FIXED CHARGE COVERAGE RATIO. For any period
consisting of four consecutive fiscal quarters, the Fixed Charge
Coverage Ratio of the Borrowers and their Subsidiaries for such
period shall not be less than 1.25 to 1.00; PROVIDED that (a) for
the period consisting of four consecutive fiscal quarters ending
on the last day of the second fiscal quarter of fiscal year 1996
and for the
5
-5-
period consisting of four consecutive fiscal quarters ending on
the last day of the third fiscal quarter of fiscal year 1996, the
Fixed Charge Coverage Ratio of the Borrowers and its Subsidiaries
for each such period shall not be less than 1.20 to 1.00 and (b)
for the period consisting of four consecutive fiscal quarters
ending on the last day of the fourth fiscal quarter of 1996, the
Fixed Charge Coverage Ratio of the Borrower and its Subsidiaries
for such period shall not be less than 1.23 to 1.00.
(b) Section 7.3 of the Credit Agreement is hereby amended by deleting
the text thereof in its entirety and inserting the following therefor:
ss.7.3. CONSOLIDATED CAPITAL EXPENDITURES. The Borrowers
will not permit Consolidated Capital Expenditures (other than
Capital Expenditures incurred with regard to the acquisition and
equipping of, and improvements to, the Borrower's facilities in
Mexico, Missouri) to exceed $17,500,000 in the fiscal year of the
Borrowers ending in 1996.
SS.5. AMENDMENT TO SS.10 OF THE CREDIT AGREEMENT. Section 10 of the Credit
Agreement is hereby amended as follows:
(a) Section 10(b) of the Credit Agreement is hereby amended by
deleting the phrase "fifth (5th)" therein and substituting therefor the
phrase "third (3rd)".
(b) Section 10(d) of the Credit Agreement is hereby amended by
deleting the phrase "thirty (30)" therein and substituting therefor the
phrase "ten (10)".
(c) Section 10 of the Credit Agreement is hereby amended by adding
immediately after subsection (j) a new subsection (k) as follows:
(k) the occurrence of a (i) "Repurchase Event" (as defined
in ss.3.5 of the 4.75% Subordinated Convertible Notes), or (ii)
"Transfer of Borrowers' Business" (as defined in the Investment
Agreement);
SS.6. AMENDMENT TO SCHEDULES. The Schedules to the Credit Agreement are
hereby amended by (a) deleting SCHEDULE 1.1(a) in its entirety and replacing it
with SCHEDULE 1.1(a) attached hereto; (b) deleting SCHEDULE 1.1(d) in its
entirety and replacing it with SCHEDULE 1.1(d) attached hereto; (c) deleting
SCHEDULE 1.1(e) in its entirety and replacing it with SCHEDULE 1.1(e) attached
hereto; and (d) inserting a new SCHEDULE 6.7 attached hereto.
SS.7. CONSENT AND WAIVER.
(a) Pursuant to ss.6.1(e) of the Credit Agreement, each of the Banks
hereby consents to the amendment of the Letter of Credit Reimbursement
Agreement by the First Amendment to Letter of Credit Reimbursement
Agreement dated September 6, 1995, the Second Amendment to Letter of Credit
Reimbursement Agreement dated November 31,
6
-6-
1995, and the Third Amendment to Letter of Credit Reimbursement Agreement
dated July 24, 1996.
(b) Each of the Banks and the Agent hereby consent to the (i)
Modification Agreement (the "Modification Agreement"), dated as of the date
hereof, among ABP, Princes Gate Investors, L.P. ("PGI"), Acorn Partnership
I, L.P. ("Acorn"), PGI Investments Limited ("PGI Investments"), PGI Sweden
AB ("PGI Sweden") and Gregor Von Opel ("Von Opel" and, together with PGI,
Acorn, PGI investments and PGI Sweden, the "4.75% Convertible Noteholders")
and (ii) the Amendment and Waiver dated as of the date hereof, among ABP,
Saint Louis Bread and the 4.75% Convertible Noteholders (the "Amendment and
Waiver", and together with the Modification Agreement, the "Amending
Documents"), dated as of the date hereof, among ABP, Saint Louis Bread and
the 4.75% Convertible Noteholders.
(c) Each of the Banks and the Agent hereby waive the provisions of the
Credit Agreement, including, without limitation, the provisions of Sections
6.7(c) and 6.11 thereof, to the extent, but only to the extent, necessary
to permit the execution, delivery and performance of the Amending Documents
by ABP and Saint Louis Bread and the modifications and amendments of the
terms of the Subordinated Debt evidenced by the 4.75% Convertible
Subordinated Notes effected by the Amending Documents.
SS.8. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby repeats,
on and as of the date hereof, each of the representations and warranties made in
ss.4 of the Credit Agreement as though such representations and warranties refer
specifically to such Borrower, except to the extent of changes resulting from
transactions contemplated or permitted by this Second Amendment or the Credit
Agreement and changes occurring in the ordinary course of business that singly
or in the aggregate are not materially adverse and except to the extent that
such representations and warranties relate expressly to an earlier date;
provided, that all references therein to the Credit Agreement shall refer to
such Credit Agreement as amended hereby. No Default or Event of Default has
occurred and is continuing under the Credit Agreement.
SS.9. EFFECTIVENESS. The effectiveness of this Second Amendment shall be
subject to the satisfaction of the following conditions precedent:
ss.9.1. CORPORATE ACTION. All corporate action necessary for the valid
execution, delivery and performance by each of the Borrowers of this Second
Amendment and the other Loan Documents to which they are or are to become a
party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Banks shall have been provided to each of the Banks.
ss.9.2. LOAN DOCUMENTS. This Second Amendment shall have been duly executed
and delivered to the Agent by each of the parties hereto.
ss.9.3. SUBORDINATION AGREEMENT. The Subordination Agreement shall have
been duly executed and delivered to the Agent by each party thereto and the
agreement amending certain terms of the subordination provisions of those
certain 4.75% Convertible Subordinated Notes due 2001 shall have been duly
executed and a copy delivered to the Agent certified by the Borrowers.
7
-7-
ss.9.4. INVESTMENT AGREEMENT. The transactions contemplated by the
Investment Agreement shall have been completed substantially in accordance with
its terms and the Agent shall have received a copy of the Investment Agreement,
each Debenture issued thereunder, and all other documents executed in connection
therewith including any intercreditor agreement entered into among the holders
of such Debentures and the holders of those certain 4.75% Convertible
Subordinated Notes due 2001, certified to be true and complete by an officer of
the Borrowers.
SS.10. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Loan Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Second Amendment shall be read and construed as a
single agreement. All references in the Credit Agreement or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.
SS.11. NO WAIVER. Except as set forth in ss.7(c), nothing contained herein
shall constitute a waiver of, impair or otherwise affect any Obligations, any
other obligation of the Borrowers or any rights of the Agent or the Banks
consequent thereon.
SS.12. COUNTERPARTS. This Second Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
SS.13. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
8
-8-
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.
AU BON PAIN CO., INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Co-Chairman
SAINT LOUIS BREAD COMPANY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
ABP MIDWEST MANUFACTURING CO., INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
USTRUST
INDIVIDUALLY AND
AS AGENT
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
THE FIRST NATIONAL BANK
OF BOSTON
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ STACK
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Stack
Title: Vice President
9
-9-
CITIZENS BANK OF MASSACHUSETTS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SVP
10
Schedule 1.1(a)
---------------
REVOLVING CREDIT COMMITMENTS
--------- ------ -----------
Commitment
Lender Commitment Percentage
------ ---------- ----------
USTrust $11,666,666.67 33-1/3%
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telefax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Telex: 681752
Answerback: UST BSN
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, V.P.
The First National Bank of Boston $11,666,666.67 33-1/3%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telefax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Telex: 940581
Answerback: BOSTONBK BSN
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, V.P.
Citizens Bank of Massachusetts $11,666,666.67 33-1/3%
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telefax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇ Van Nest
11
Schedule 1.1(d)
-------- ------
Revolving Credit Applicable Margin
--------- ------ ---------- ------
====================================================================================================================================
Consolidated Net Income for Most Recently Ended Consolidated Total Liabilities To Consolidated Total Liabilities To
Period of Four Consecutive Fiscal Quarters Consolidated Tangible Net Worth Consolidated Tangible Net Worth
If Such Ratio is Less Than 1.6 to 1.0 If Such Ratio Equals or Exceeds 1.6 to 1.0
------------------------------------- ------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Greater Than $9,000,000 0.75% 1.25%
------------------------------------------------------------------------------------------------------------------------------------
from $7,000,000 to $9,000,000 (inclusive) 1.00% 1.50%
------------------------------------------------------------------------------------------------------------------------------------
from $5,000,000 to $6,999,999.99 (inclusive) 1.50% 2.00%
------------------------------------------------------------------------------------------------------------------------------------
from $2,000,000 to $4,999,999.99 (inclusive) 2.00% 2.50%
------------------------------------------------------------------------------------------------------------------------------------
Less Than $2,000,000 2.50% 3.00%
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
12
Schedule 1.1(e)
-------- ------
Term Applicable Margin
---- ---------- ------
====================================================================================================================================
Consolidated Net Income for Most Recently Ended Consolidated Total Liabilities To Consolidated Total Liabilities To
Period of Four Consecutive Fiscal Quarters Consolidated Tangible Net Worth Consolidated Tangible Net Worth
If Such Ratio is Less Than 1.6 to 1.0 If Such Ratio Equals or Exceeds 1.6 to 1.0
------------------------------------- ------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Greater Than $9,000,000 1.25% 1.75%
------------------------------------------------------------------------------------------------------------------------------------
from $7,000,000 to $9,000,000 (inclusive) 1.50% 2.00%
------------------------------------------------------------------------------------------------------------------------------------
from $5,000,000 to $6,999,999.99 (inclusive) 2.00% 2.50%
------------------------------------------------------------------------------------------------------------------------------------
from $2,000,000 to $4,999,999.99 (inclusive) 2.50% 3.00%
------------------------------------------------------------------------------------------------------------------------------------
Less Than $2,000,000 3.00% 3.50%
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
13
SCHEDULE 6.7
1995 Reserve Activity
5/18/96
Period 5, 1996
Revised Reserve
--------- -------------------------------------------
Expiration/ Total Non Cash Other Other Assets
Close Original Write Off Cash to Closing to be
Date Reserve Expenses Landlord Expenses Wrtn Off
(Leaseholds)
-----------------------------------------------------------------------------------------------------
Closing Stores
▇▇▇▇▇ #27 Closed 153,299 153,299 0 20,000 137,369
▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇ Closed 263,274 163,274 94,600 20,000 114,103
▇▇▇▇▇▇▇▇▇▇▇▇ #114 Franchised 475,103 285,103 150,000 0 156,770
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇ Closed 53,891 8,891 45,000 3,492 28,178
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇ 28-Dec-96 418,465 363,465 84,000 20,000 227,695
▇▇▇▇▇ ▇▇▇▇ #▇▇▇ Closed 743,507 480,001 263,506 6,108 0
Los Ceritos #157 Closed 287,688 122,688 82,576 2,391 150,467
SUBTOTAL: 2,395,227 1,576,721 719,682 71,991 814,582
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇▇:
▇▇▇▇▇▇ #▇▇▇ 31-Jan-05 349,561 349,561 0 0 ▇
▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇ 1-May-04 439,865 439,865 0 0 0
Brea Mall #156 31-May-04 444,702 444,702 0 0 0
N. County Fair #179 30-Apr-05 327,265 327,265 0 0 ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇ 31-May-05 259,969 259,969 0 0 0
Franchise Provision 0 0 (500,000) 0 0
SUBTOTAL: 1,821,362 1,821,362 (500,000) 0 0
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. #▇▇▇ 30-Sep-09 592,175 592,175 0 0 0
Franchise Provision 0 (400,000) 0 0
SUBTOTAL: 592,175 592,175 (400,000) 0 0
Westside #150 28-Dec-96 402,951 402,951 84,000 20,000 0
Topanga #155 28-Dec-96 392,563 392,563 84,000 20,000 0
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇ #▇▇▇ 30-Apr-05 404,402 404,402 0 20,000 0
Franchise Provision (922,405) 0
SUBTOTAL: 277,511 1,199,916 168,000 60,000 0
CALIFORNIA SUBTOTAL: 2,691,048 3,613,453 (732,000) 60,000 0
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
New Additions:
▇▇▇▇▇▇▇▇▇ #▇▇ Closed 0 103,863 0 10,000 ▇
▇▇▇▇▇▇▇▇▇ #▇▇ ▇▇▇ 0 243,790 0 5,000
▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇ Closed 0 53,483 0 10,000 0
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇ Closed 0 439,108 (400,000) ▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇ 30-Jun-10 0 964,124 400,000 20,000 0
SUBTOTAL 0 1,804,368 0 45,000 0
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Non Store Write Offs
SLB Transition Costs: 700,000 0 700,000
Balance Sheet Clean Up 684,191 684,191
Organizational Adj. 150,000 0 150,000
Other 0 0
SUBTOTAL: 1,534,191 684,191 850,000 0 0
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
TOTAL RESERVE: 6,620,466 7,678,733 837,682 176,991 814,582
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Units in Original Reserve
to Remain Open
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇ 31-Dec-97 293,704
Rock Center #24 30-Dec-96 301,283
Pain Francais Goodwill 281,550
▇▇▇▇▇▇ #38 30-Jun-97 240,405
Hartford Civic #63 31-Jul-01 118,077
Springfield #68 31-Dec-03 331,077
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇ 10-Jan-02 313,804
SUBTOTAL: 1,879,900
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
TOTAL ORIGINAL RESERVE: 8,500,366
-----------------------------------------------------------------------------------------------------
14
1995 Reserve Activity
5/18/96
Period 5, 1996
Rolling 13 Periods
----------------------
Est. Value
Recovered Total Company Cash
Assets Reserve P&L Flow
-------------------------------------------------------------------------------------------------------------------
(54,931) 255,737 (183,079)* (106,744) ▇▇▇▇▇ #27
(50,039) 341,938 (104,023) (28,966) ▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇
(75,453) 516,420 (152,662) (38,826) ▇▇▇▇▇▇▇▇▇▇▇▇ #114
(29,476) 56,085 (3,302) 6,735 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇
(115,914) 579,246 (244,044) (130,680) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇
(36,556) 713,059 (180,511) (137,420) ▇▇▇▇▇ ▇▇▇▇ #▇▇▇
(56,787) 301,335 (149,984) (95,501) Los Ceritos #157
(419,156) 2,763,820 (1,017,605) (531,402) SUBTOTAL
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
0 349,561 (16,519) 37,251 Laguna #151
0 439,865 (79,591) 8,078 ▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇
0 444,702 (30,221) 3,460 Brea Mall #156
0 327,265 (4,937) 40,894 N. County Fair #179
0 259,969 (90,662) (50,536) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇
0 (500,000) Franchise Provision
0 1,321,362 (221,930) 39,147 SUBTOTAL:
0 592,175 (94,875) (22,861) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. #▇▇▇
(400,000) Franchise Provision
0 192,175 (94,875) (22,861) SUBTOTAL:
(77,337) 429,614 (184,443) (141,284) Westside #150
(84,523) 412,040 (150,536) (75,253) Topanga #155
(50,000) 374,402 (118,662) (57,782) ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇ #▇▇▇
0 Franchise Provision
(211,860) 1,216,056 (453,641) (274,319) SUBTOTAL:
(211,860) 2,729,593 (770,446) (258,033) CALIFORNIA SUBTOTAL
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
(32,023) 81,840 14,267 38,471 ▇▇▇▇▇▇▇▇▇ #▇▇
(40,328) 208,462 195,762 222,079 Riverside #18
(26,517) 36,966 104,031 115,851 ▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇
(114,126) (75,018) (27,349) 42,263 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇
(213,312) 1,170,812 (233,720) (158,733) ▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇
(426,306 1,423,062 52,991 259,931 SUBTOTAL
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
700,000 SLB Transition Costs:
684,191 Balance Sheet Clean Up
150,000 Organizational Adj.
0 Other
0 1,534,191 0 0
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
(1,057,322) 8,450,665 (1,735,060) (529,504) TOTAL RESERVE:
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Kenmore Square #03
Rock Center #24
Pain Francais Goodwill
▇▇▇▇▇▇ #38
Hartford Civic #63
Springfield #▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇
SUBTOTAL:
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
TOTAL ORIGINAL RESERVE: TOTAL ORIGINAL RESERVE:
-------------------------------------------------------------------------------------------------------------------
* The rolling 13 period company P&L and Cash Flow for ▇▇▇▇▇ Square are based on the differential
resulting from sales transfers to near by units.