EXHIBIT 10.17 CREDIT AGREEMENT BETWEEN THE STEAK N SHAKE COMPANY AND FIFTH THIRD
BANK, INDIANA
CREDIT AGREEMENT
BETWEEN
THE STEAK N SHAKE COMPANY
AND
FIFTH THIRD BANK, INDIANA (CENTRAL)
DATED AS OF
NOVEMBER 16, 2001
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TABLE OF CONTENTS
CREDIT AGREEMENT Page 1
Section 1. ACCOUNTING TERMS -- DEFINITIONS Page 1
Section 2. THE LOAN Page 6
a. The Revolving Loan Page 7
(i) The Commitment -- Use of Proceeds Page 7
(ii) Method of Borrowing Page 7
(iii) Interest on the Revolving Loan Page 8
(iv) Unused Fee Page 9
(v) Payments of Principal Page 9
b. Standby Letters of Credit Page 9
c. Provisions Applicable to the Loan Page 10
(i) Procedures for Electing LIBOR-based Rates -- Certain Effects
of Election Page 10
(ii) Calculation of Interest Page 13
(iii) Manner of Payment -- Application Page 13
(iv) Automatic Debit Page 13
Section 3. REPRESENTATIONS AND WARRANTIES Page 14
a. Organization of the Company and its Subsidiaries Page 14
b. Authorization; No Conflict Page 14
c. Validity and Binding Nature Page 15
d. Financial Statements Page 15
e. Litigation and Contingent Liabilities Page 16
f. Liens Page 16
g. Employee Benefit Plans Page 16
h. Payment of Taxes Page 16
i. Investment Company Act Page 17
j. Regulation U and other Federal Regulations Page 17
k. Hazardous Substances Page 17
l. Subsidiaries Page 17
Section 4. GUARANTIES Page 18
Section 5. AFFIRMATIVE COVENANTS OF THE COMPANY Page 18
a. Corporate Existence Page 18
b. Reports, Certificates and Other Information Page 18
(i) Annual Statements Page 18
(ii) Interim Statements Page 19
(iii) Officer's Certificate Page 19
(iv) Orders Page 19
(v) Notice of Default or Litigation Page 19
(vi) Compliance Certificates Page 20
(vii) Registration Statements and Reports Page 20
(viii) Other Information Page 20
c. Books, Records and Inspections Page 20
d. Insurance Page 20
e. Taxes and Liabilities Page 20
f. Compliance with Legal and Regulatory Requirements Page 20
g. Financial Covenants Page 21
(i) Maximum Ratio of Funded Debt to EBITDA Page 21
(ii) Minimum Debt Service Coverage Ratio Page 21
h. Primary Banking Relationship Page 21
i. Employee Benefit Plans Page 21
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j. Hazardous Substances Page 22
Section 6. NEGATIVE COVENANTS OF THE COMPANY Page 23
a. Other Agreements. Page 23
b. Liens Page 23
c. Guaranties Page 24
d. Loans or Advances Page 24
e. Mergers, Consolidations, Sales, Acquisition or Formation
of Subsidiaries Page 25
f. Margin Stock Page 25
g. Judgments Page 25
h. Principal Office Page 26
i. Hazardous Substances Page 26
j. Debt Page 26
Section 7. CONDITIONS OF LENDING Page 26
a. No Default Page 26
b. Documents and Fees to be Furnished or Paid at Closing Page 27
Section 8. EVENTS OF DEFAULT Page 30
a. Nonpayment of the Loan or to Reimburse for Letters of Credit Page 30
b. Nonpayment of Other Indebtedness for Borrowed Money Page 30
c. Other Material Obligations Page 31
d. Bankruptcy, Insolvency, etc Page 31
e. Warranties and Representations Page 31
f. Violations of Negative and Financial Covenants Page 31
ii
g. Noncompliance With Other Provisions of this Agreement Page 32
Section 9. EFFECT OF EVENT OF DEFAULT Page 32
Section 10. WAIVER -- AMENDMENTS Page 32
Section 11. NOTICES Page 33
Section 12. COSTS, EXPENSES AND TAXES Page 34
Section 13. SEVERABILITY Page 34
Section 14. CAPTIONS Page 34
Section 15. GOVERNING LAW -- JURISDICTION Page 34
Section 16. PRIOR AGREEMENTS, ETC Page 35
Section 17. SUCCESSORS AND ASSIGNS Page 35
Section 18. WAIVER OF JURY TRIAL Page 35
Section 19. ARBITRATION Page 35
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Schedule I List of Company's Locations
Exhibit "A" Officer's Certificate
Exhibit "B" Promissory Note (Revolving Loan) ($30,000,000.00)
Exhibit "C" Schedule of Exceptions
Exhibit "D" Guaranty Agreement
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CREDIT AGREEMENT
THE STEAK N SHAKE COMPANY, an
Indiana corporation (the "Company"), and
FIFTH THIRD BANK,
INDIANA (CENTRAL), a national banking association with its
principal office in
Indianapolis,
Indiana (the "Bank"), agree as follows:
SECTION 1. ACCOUNTING TERMS -- DEFINITIONS. All accounting and financial
terms used in this Agreement are used with the meanings such terms would be
given in accordance with generally accepted accounting principles except as may
be otherwise specifically provided in this Agreement. The following terms have
the meanings indicated when used in this Agreement with the initial letter
capitalized:
a. "ADVANCE" means a disbursement of proceeds of the Revolving Loan.
b. "AGREEMENT" means this
Credit Agreement between the Company and the
Bank, as it may from time to time be amended.
c. "APPLICABLE SPREAD" means that number of Basis Points to be taken into
account in determining the per annum rate at which the LIBOR-based
Rate of interest on the Revolving Loan shall be calculated and which
shall be at all times 75 Basis Points.
d. "AUTHORIZED OFFICER" means the Chief Financial Officer or the
Treasurer of the Company or such other officer whose authority to
perform acts to be performed only by an Authorized Officer under the
terms of this Agreement is evidenced to the Bank by a certified copy
of an appropriate resolution of the Board of Directors of the Company.
e. "BASIS POINT" means one one-hundredth of a percent.
f. "BANK" is used as defined in the preamble.
g. "BANKING DAY" means a day on which the principal office of the Bank in
the City of
Indianapolis,
Indiana, is open for the purpose of
conducting substantially all of the Bank's business activities.
h. "CODE" means the Internal Revenue Code of 1986, as amended.
i. "COMMITMENT" means the agreement of the Bank to extend the Revolving
Loan to the Company until the Revolving Loan Maturity Date, and if the
context so requires, the term may also refer to the maximum principal
amount which is permitted to be outstanding under the Revolving Loan
at any time.
j. "COMPANY" is used as defined in the Preamble.
k. "EBITDA" means earnings before interest, taxes, depreciation, and
amortization, all determined in accordance with GAAP.
l. "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
m. "EVENT OF DEFAULT" means any of the events described in Section 8.
n. "FUNDED DEBT" means the sum of the following: (i) the aggregate
principal amount of all indebtedness for borrowed money, including,
without limitation, the aggregate principal amount of all indebtedness
for the deferred purchase price of property and services and the
aggregate principal amount of all indebtedness created in and arising
under all conditional sales and title retention agreements, plus (ii)
the aggregate amount of all obligations under all capital leases for
which the Company is liable as lessee, plus (iii) the aggregate
outstanding principal balance of the Loan at the time of
determination,
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plus (iv) the aggregate outstanding principal balance of the Senior
Notes at the time of determination, plus (v) all Swaps.
o. "GAAP" means generally accepted account principles as then in effect,
which shall include the official interpretations thereof by the
Financial Accounting Standards Board, consistently applied.
p. "GUARANTOR" and "GUARANTORS" are used as defined in Section 4.
q. "GUARANTY" and "GUARANTIES" are used as defined in Section 4.
r. "HAZARDOUS SUBSTANCE" means any hazardous or toxic substance regulated
by any federal, state or local statute or regulation including but not
limited to the Comprehensive Environmental Response, Compensation and
Liability Act, the Resource Conservation and Recovery Act and the
Toxic Substance Control Act, or by any federal, state or local
governmental agencies having jurisdiction over the control of any such
substance including but not limited to the United States Environmental
Protection Agency.
s. "INTEREST PERIOD" means each consecutive one, two, or three month
period for which the Company shall have selected the LIBOR-based Rate,
effective as of the first day of each Interest Period and ending on
the last day of each Interest Period; provided, that if any Interest
Period is selected to end on a date for which there is no numerical
equivalent to the date on which the Interest Period commenced, then
the Interest Period shall end instead on the last day of such calendar
month.
t. "LETTER OF CREDIT" is used as defined in Section 2(b).
u. "LIBOR ADVANCE" means an Advance on which interest accrues at a
LIBOR-based Rate.
v. "LIBOR-BASED RATE" means that per annum rate of interest which is
equal to the sum of the Applicable Spread plus the London Interbank
Offered Rate.
w. "LOAN" means the Revolving Loan.
x. "LOAN DOCUMENT" means any of this Agreement, the Revolving Note, the
Guaranties, all Reimbursement Agreements, and any other instrument or
document which evidences or secures the Loan or Letters of Credit, or
which expresses an agreement as to terms applicable to the Loan, and
in the plural means any two or more of the Loan Documents, as the
context requires.
y. "LONDON BUSINESS DAY" means any day other than a Saturday, Sunday, or
a day on which banking institutions are generally authorized or
obligated by law or executive order to close in the City of London,
England.
z. "LONDON INTERBANK OFFERED RATE" means as to each Interest Period, the
offered rate for U.S. Dollar deposits of not less than One Million and
00/100 Dollars ($1,000,000.00) as of 11:00 a.m. City of London,
England time two (2) London Business Days prior to the first day of
each Interest Period as shown on the display designated as "British
Bankers Association Interest Settlement Rates" on the Telerate System
("Telerate"), page 3750 or page 3740, or such other page or pages as
may replace such pages on Telerate for the purpose of displaying such
rate or any successor rate reporting system; provided, however, that
if such rate is not available on the Telerate then such offered rate
shall be otherwise independently determined by the Bank from an
alternate, substantially similar independent source available to the
Bank or shall be calculated by the Bank by a substantially similar
methodology as that theretofore used to determine such offered rate in
Telerate.
aa. "NOTE" means the Revolving Note.
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bb. "OBLIGATIONS" means all obligations of the Company in favor of the
Bank of every type and description, direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising,
including but not limited to: (i) all of such obligations on account
of the Loan, including any Advances made pursuant to any extension of
the Commitment beyond the initial Revolving Loan Maturity Date or
pursuant to any other amendment of this Agreement, (ii) the obligation
of the Company to reimburse the Bank in the amount of each drawing
made under Letters of Credit and to pay all fees relating thereto as
provided herein, and (iii) all other obligations arising under any
Loan Document as amended from time to time.
cc. "OFFICER'S CERTIFICATE" means a certificate in the form attached
hereto as EXHIBIT "A" signed by the chief executive officer or the
chief financial officer of the Company, confirming that all of the
representations and warranties contained in Section 3 of this
Agreement are true and correct as of the date of such certificate
except as specified therein and with the further exceptions that: (i)
the representation contained in Section 3(d) shall be construed so as
to refer to the latest financial statements which have been furnished
to the Bank as of the date of any Officer's Certificate, (ii) the
representations contained in Section 3(k) (with respect to Hazardous
Substances) will be construed so as to apply not only to the Company,
but also to any Subsidiaries, whether now owned or hereafter acquired,
(iii) the representation contained in Section 3(l) shall be deemed to
be amended to reflect the existence of any Subsidiary hereafter formed
or acquired by the Company with the consent of the Bank, and (iv) all
other representations will be construed to have been amended to
conform with any changes of which the Company shall have previously
given the Bank notice in writing. The Certificate shall further
confirm that no Event of Default or Unmatured Event of Default shall
have occurred and be continuing as of the date of the Certificate or
shall describe any such event which shall have occurred and be then
continuing and the steps being taken by the Company to correct it.
dd. "PERSON" means any of an individual, partnership, joint venture,
corporation, trust, unincorporated organization, a government or any
department or agency thereof.
ee. "PLAN" means an employee pension benefit plan as defined in ERISA.
ff. "PRIME-BASED RATE" means any variable rate at which interest may
accrue on all or a portion of the Loan under the terms of this
Agreement, which rate is determined by reference to the Prime Rate.
gg. "PRIME RATE" means the rate of interest per annum established from
time to time by the Bank at is principal office in
Indianapolis,
Indiana, whether or not the Bank shall at times lend to borrowers at
lower rates of interest or, if there is no such Prime Rate, then its
base rate or such other rate as may be substituted by the Bank for the
Prime Rate; provided that in no event shall the Prime Rate exceed the
highest rate permitted by law.
hh. "PRUDENTIAL" means The Prudential Insurance Company of America, its
successors, and assigns.
ii. "PRUDENTIAL AFFILIATE" means any corporation or other entity all of
the voting stock or equivalent voting securities or interests of which
is owned by Prudential either directly or through another Prudential
Affiliate.
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jj. "PRUDENTIAL NOTE PURCHASE AGREEMENT" means that certain Note Purchase
and Private Shelf Agreement dated as of September, 27, 1995, entered
into by and among the Company, Prudential, and each Prudential
Affiliate which becomes a party thereto, as amended from time to time.
kk. "REIMBURSEMENT AGREEMENT" is used as defined in Section 2(b).
ll. "REVOLVING LOAN" is used as defined in Section 2(a)(i) herein.
mm. "REVOLVING LOAN MATURITY DATE" means January 30, 2005.
nn. "REVOLVING NOTE" is used as defined in Section 2(a)(ii) herein.
oo. "SCHEDULE OF EXCEPTIONS" means that certain disclosure exhibit
attached hereto as EXHIBIT "C."
pp. "SENIOR NOTE" means any of the Series A Notes, the Series B Notes, the
Series C Notes, or the Shelf Notes, issued by the Company and
purchased by Prudential or a Prudential Affiliate pursuant to the
Prudential Note Purchase Agreement, and in the plural means all of
them, collectively.
qq. "SUBORDINATED DEBT" means indebtedness of the Company which is
subordinated to the indebtedness of the Company to the Bank on such
terms that such indebtedness is, in the judgment of the Bank,
functionally the equivalent of shareholders' equity in relation to the
Company's indebtedness to the Bank.
rr. "SUBSIDIARY" means any corporation, partnership, joint venture or
other business entity located in the United States of America or in
any other country over which the Company exercises control, provided
that it shall be conclusively presumed that the Company exercises
control over any such entity fifty-one percent (51%) or more of the
equity interest in which is owned by the Company, directly or
indirectly.
ss. "SWAPS" means, with respect to any Person, payment obligations with
respect to interest swaps or ▇▇▇▇▇▇, currency swaps or ▇▇▇▇▇▇ and
similar obligations obligating such Person to make payments, whether
periodically or upon the happening of a contingency. For purposes of
this Agreement, the amount of the obligation under any Swap shall be
the amount determined in respect thereof as of the end of the then
most recently ended fiscal quarter of such Person based on the
assumption that such Swap had terminated at the end of such fiscal
quarter, and in making such determination, if any agreement relating
to such Swap provides for the netting of amounts payable by and to
such Person thereunder or if any such agreement provides for the
simultaneous payment of amounts by and to such Person, then in each
such case, the amount of such obligation shall be the net amount so
determined.
tt. "UNMATURED EVENT OF DEFAULT" means any event specified in Section 7
which is not initially an Event of Default, but which would, if
uncured, become an Event of Default with the giving of notice or the
passage of time or both.
SECTION 2. THE LOAN. Subject to all of the terms and conditions of this
Agreement, the Bank will make the Loan described in this Section to the
Company.
a. THE REVOLVING LOAN. The Bank will make a revolving loan to the Company
on the following terms and subject to the following conditions:
(i) THE COMMITMENT -- USE OF PROCEEDS. From this date and until the
Revolving Loan Maturity Date, the Bank agrees to make Advances
(collectively, the "Revolving Loan") under a
43
revolving line of credit from time to time to the Company of
amounts not exceeding in the aggregate at any time outstanding
Thirty Million Dollars ($30,000,000.00) (the "Commitment").
Proceeds of the Revolving Loan may be used by the Company only to
fund general corporate purposes.
(ii) METHOD OF BORROWING. The obligation of the Company to repay the
Revolving Loan shall be evidenced by a promissory note (the
"Revolving Note") of the Company in the form of EXHIBIT "B"
attached hereto. So long as no Event of Default or Unmatured
Event of Default shall have occurred and be continuing and until
the Revolving Loan Maturity Date, the Company may borrow, repay
(subject to the requirements of Section 2(c)) and reborrow under
the Revolving Note on any Banking Day; provided, that no
borrowing may cause the principal balance of the Loan to exceed
the Commitment or may result in an Event of Default or an
Unmatured Event of Default. Each Advance under the Revolving Loan
shall be conditioned upon receipt by the Bank from the Company of
a written confirmation from an Authorized Officer and, upon the
request of the Bank, an Officer's Certificate. The Bank may, at
its discretion, make a disbursement upon the oral request of the
Company made by an Authorized Officer, or upon a request
transmitted to the Bank by telephone facsimile ("fax") machine,
or by any other form of written electronic communication (all
such requests for Advances being hereafter referred to as
"informal requests"). In so doing, the Bank may rely on any
informal request which shall have been received by it in good
faith from a person reasonably believed to be an Authorized
Officer. Each informal request shall be promptly confirmed by a
written confirmation from an Authorized Officer and, if the Bank
so requires, an Officer's Certificate, and in all events each
request for an Advance shall in and of itself constitute the
representation of the Company that no Event of Default or
Unmatured Event of Default has occurred and is continuing or
would result from the making of the requested Advance and that
the making of the requested Advance shall not cause the principal
balance of the Revolving Loan to exceed the Commitment. All
borrowings and reborrowings and all repayments shall be in
amounts of not less than One Hundred Thousand Dollars
($100,000.00), except for repayment of the entire principal
balance of the Revolving Loan. Upon receipt of a request for an
Advance and upon compliance with any other conditions of lending
stated in this Section, the Bank shall disburse the amount of the
requested Advance to the Company. All Advances by the Bank and
payments by the Company shall be recorded by the Bank on its
books and records, and the principal amount outstanding from time
to time, plus interest payable thereon, shall be determined by
reference to the books and records of the Bank. The Bank's books
and records shall be presumed PRIMA FACIE to be correct as to
such matters.
(iii) INTEREST ON THE REVOLVING LOAN. The principal amount of the
Revolving Loan outstanding from time to time shall bear interest
until maturity of the Revolving Note at a rate per annum equal to
the Prime Rate, except that at the option of the Company,
exercised from time to time as provided in Section 2(c)(i),
interest may accrue prior to maturity on any
44
Advance or on the entire outstanding balance of the Revolving
Loan as to which no LIBOR-based Rate previously elected remains
in effect, at a LIBOR-based Rate for an Interest Period selected
by the Company; provided, further, that an election of the
LIBOR-based Rate for a period extending beyond the Revolving Loan
Maturity Date shall be permitted only at the discretion of the
Bank. After maturity, whether on the Revolving Loan Maturity Date
or on account of acceleration upon the occurrence of an Event of
Default, and until paid in full, the Revolving Loan shall bear
interest at a per annum rate equal to the Prime Rate plus two
percent (2%), except that as to any portion of the Loan for which
the Company may have elected the LIBOR-based Rate for a period of
time that has not expired at maturity, such portion shall, during
the remainder of such period, bear interest at the LIBOR-based
Rate then in effect plus two percent (2%) per annum. Accrued
interest shall be due and payable monthly on the last Banking Day
of each month prior to maturity. After maturity, interest shall
be payable as accrued and without demand.
(iv) UNUSED FEE. The Company shall pay to the Bank a facility or
unused fee for each partial or full calendar quarter during which
the Commitment is outstanding equal to five and one-half (5.5)
Basis Points per annum of the average daily excess of the
Commitment over the aggregate outstanding principal balance of
the Revolving Loan. For purposes of calculating the unused fee,
the aggregate amount available to be drawn under all outstanding
Letters of Credit shall be added to the aggregate outstanding
principal balance of the Revolving Loan for the same period.
Unused fees for each calendar quarter shall be due and payable
within ten (10) days following the Bank's submission of a
statement of the amount due. Such fees may be debited by the Bank
when due to any demand deposit account of the Company carried
with the Bank without further authority. Such fees shall be
calculated on the basis of a year of 360 days and actual days
elapsed.
(v) PAYMENTS OF PRINCIPAL. The aggregate outstanding principal amount
of the Revolving Loan shall be due and payable in full on the
Revolving Loan Maturity Date.
b. STANDBY LETTERS OF CREDIT. At any time that the Company is entitled to
an Advance under the Revolving Loan, the Bank shall, upon the
application of the Company, issue for the account of the Company, a
standby letter of credit (each a "Letter of Credit") in an amount not
in excess of the maximum Advance that the Company would then be
entitled to obtain under the Revolving Loan; provided, that (i) the
total amount of Letters of Credit which are outstanding at any time
shall not exceed Ten Million Dollars ($10,000,000.00), (ii) the
issuance of any Letter of Credit with a maturity date beyond the
Revolving Loan Maturity Date shall be entirely at the discretion of
the Bank, (iii) the form of the requested Letter of Credit shall be
satisfactory to the Bank in the reasonable exercise of the Bank's
discretion; and (iv) the Company shall have executed an application
and reimbursement agreement for the Letter of Credit (a "Reimbursement
Agreement") in the Bank's standard form. While any Letter of Credit is
outstanding, the maximum amount of Advances which may be outstanding
under the Revolving Loan shall be reduced by the maximum amount
available to be drawn under the Letter of Credit. The Company shall
pay the Bank a commission for each Letter of
45
Credit issued calculated at the rate of seventy-five (75) Basis Points
per annum of the maximum amount available to be drawn under the Letter
of Credit. Such commissions shall be calculated on the basis of a 360
day year and the actual number of days in the period during which the
Letter of Credit will be outstanding. The Company shall pay the Bank's
standard transaction fees with respect to any transactions occurring
on account of any Letter of Credit. Commissions shall be payable when
the related Letters of Credit are issued and transaction fees shall be
payable upon completion of the transaction as to which they are
charged. All such commissions and fees may be debited by the Bank to
any deposit account of the Company carried with the Bank without
further authority, and in any event, shall be paid by the Company
within ten (10) days following billing.
c. PROVISIONS APPLICABLE TO THE LOAN. The following provisions are
applicable to the Loan:
(i) PROCEDURES FOR ELECTING THE LIBOR-BASED RATE -- CERTAIN EFFECTS
OF ELECTION. The LIBOR-based Rate may be elected only in
accordance with the following procedures, shall be subject to the
following conditions and the election of the LIBOR-based Rate
shall have the following consequences in addition to other
consequences stated in this Agreement:
A. The LIBOR-based Rate may be elected only for the Loan or
portions of the Loan in a minimum amount of $500,000.00.
B. The LIBOR-based Rate may not be elected at any time that an
Event of Default or Unmatured Event of Default has occurred
and is continuing.
C. The Company may prepay all or any portion of the principal
amount of a Loan bearing interest at a LIBOR-based Rate;
provided, that if the Company makes any such prepayment
other than on the last day of an Interest Period, the
Company shall pay all accrued interest on the principal
amount prepaid with such prepayment and, on demand, shall
reimburse the Bank and hold the Bank harmless from all
losses and expenses incurred by the Bank as a result of such
prepayment, including, without limitation, any losses and
expenses arising from the liquidation or reemployment of
deposits acquired to fund or maintain the principal amount
prepaid. Such reimbursement shall be calculated as though
the Bank funded the principal amount prepaid through the
purchase of U.S. Dollar deposits in the London, England
interbank market having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the
London Interbank Offered Rate for such Interest Period,
whether in fact that is the case or not. The Bank's
determination of the amount of such reimbursement shall be
conclusive in the absence of manifest error.
D. On any Banking Day, the Company may request a quotation of
the LIBOR-based Rate then in effect from the Bank. As soon
as possible, and provided that such request is received by
the Bank prior to 12:00 noon, Indianapolis, Indiana time,
the Bank shall quote such LIBOR-based Rate before 12:00
noon, Indianapolis, Indiana, on the next following Banking
Day. The Company shall then have until the end of the
Banking Day on which such quotation is given or within such
shorter time as the Bank may specify, to exercise its option
to elect the LIBOR-based Rate quoted,
46
subject to all other conditions and limitations stated in
this Agreement. The period for which the LIBOR-based Rate is
effective shall begin on the second Banking Day following
the day on which the quotation is given.
E. An election of the LIBOR-based Rate may be communicated to
the Bank on behalf of the Company only by an Authorized
Officer. Such election may be communicated by telephone, or
by telephone facsimile (fax) machine or any other form of
written electronic communication, or by a writing delivered
to the Bank. At the request of the Bank, the Company shall
confirm any election in writing and such written
confirmation shall be signed by an Authorized Officer. The
Bank shall be entitled to rely on any oral or written
electronic communication of an election of the LIBOR-based
Rate which is received by an appropriate Bank employee from
anyone reasonably believed in good faith by such employee to
be an Authorized Officer.
F. The Bank may elect not to quote the LIBOR-based Rate on any
day on which the Bank has determined that it is not
practical to quote such rate because of the unavailability
of sufficient funds to the Bank for appropriate terms at
rates approximating the relevant London Interbank Offered
Rate, or because of legal or regulatory changes which make
it impractical or burdensome for the Bank to lend money at a
LIBOR-based Rate.
G. If, as a result of any regulatory change, the basis of
taxation of payments to the Bank of the principal of or any
interest on any Loan bearing interest at a LIBOR-based Rate
or any other amounts payable hereunder in respect thereof,
other than taxes imposed on the overall net income of the
Bank, is changed, or any reserve, special deposit, or
similar requirement relating to any extensions of credit or
other assets of or any deposits with or other liabilities of
the Bank are imposed, modified, or deemed applicable, and
the Bank reasonably determines that, by reason thereof, the
cost to it of making, issuing, or maintaining any Loan at a
LIBOR-based Rate is increased by an amount deemed by it to
be material, then the Company shall pay promptly upon demand
to the Bank such additional amounts as the Bank reasonably
determines will compensate for such increased costs;
provided, however, that the Company shall not be the only
borrower of the Bank that is singled out from a group of
similarly situated borrowers of the Bank subject to this
type of provision that is requested to remit increased
costs. Any determination by the Bank of increased costs of
maintaining deposits made pursuant to the provisions of this
section shall be final, absent manifest error.
(ii) CALCULATION OF INTEREST. Interest on a Loan shall be calculated
by applying the ratio of the annual interest rate over a year of
360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding.
(iii) MANNER OF PAYMENT - APPLICATION. All payments of principal and
interest on the Loan shall be payable at the principal office of
the Bank in Indianapolis, Indiana, in funds available for
47
the Bank's immediate use in that city and no payment will be
considered to have been made until received in such funds. All
payments received on account of the Loan will be applied first to
the satisfaction of any interest which is then due and payable,
and to principal only after all interest which is due and payable
has been satisfied.
(iv) AUTOMATIC DEBIT. After the occurrence of an Event of Default or
an Unmatured Event of Default, the Bank may debit when due all
payments of principal and interest due under the terms of this
Agreement to any deposit account of the Company carried with the
Bank without further authority.
SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Bank to make the Loans,
the Company represents and warrants to the Bank that:
a. ORGANIZATION OF THE COMPANY AND ITS SUBSIDIARIES. The Company is a
corporation organized, existing and in good standing under the laws of the
State of Indiana, and each Subsidiary is a corporation (or, in the case of
Steak n Shake, L.P., a limited partnership) duly organized, existing, and
in good standing under the laws of the jurisdiction in which it is
incorporated or created. The Company and each Subsidiary is qualified to do
business in every jurisdiction in which: (i) the nature of the business
conducted or the character or location of properties owned or leased, or
the residences or activities of employees make such qualification
necessary, and (ii) failure so to qualify might impair the title of the
Company or the respective Subsidiary to material properties or the
Company's or the respective Subsidiary's right to enforce material
contracts or result in exposure of the Company or the Subsidiary to
liability for material penalties in such jurisdiction. No jurisdiction in
which the Company or any Subsidiary is not qualified to do business has
asserted that the Company or such Subsidiary is required to be qualified
therein except as disclosed on the "Schedule of Exceptions" attached hereto
as EXHIBIT "C". The principal office of the Company is located at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company
does not conduct any material operations or keep any material amounts of
property at any other location, except as shown on Schedule I attached
hereto. The Company has not done business under any name other than its
present corporate name at any time during the six years preceding the date
of this Agreement except under the name Consolidated Products, Inc. The
exact name under which the Company is incorporated is "The Steak n Shake
Company."
b. AUTHORIZATION; NO CONFLICT. The execution and delivery of this Agreement,
the borrowings hereunder, the execution and delivery of all of the other
Loan Documents and the performance by the Company of its obligations under
this Agreement and all of the other Loan Documents are within the Company's
corporate powers, have been duly authorized by all necessary corporate
action, have received any required governmental or regulatory agency
approvals and do not and will not contravene or conflict with any provision
of law or of the Articles of Incorporation or ByLaws of the Company or of
any agreement binding upon the Company or its properties. The execution and
delivery of each Guaranty and the performance by the Subsidiaries of their
obligations under the Guaranties and all of the other Loan Documents to
which they are parties are within the respective Subsidiary's corporate or
limited partnership powers, as the case may be, have been duly authorized
by all necessary corporate or
48
partnership action, as the case may be, have received any required
governmental or regulatory agency approvals, and do not and will not
contravene or conflict with any provision of law or of the organizational
documents or ByLaws or Partnership Agreement of the respective Subsidiary
or of any agreement binding upon the respective Subsidiary or its
properties.
c. VALIDITY AND BINDING NATURE. This Agreement and all of the other Loan
Documents to which it is a party are the legal, valid and binding
obligations of the Company and the Subsidiaries, enforceable against the
Company and the Subsidiaries in accordance with their respective terms,
except to the extent that enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws enacted for the
relief of debtors generally and other similar laws affecting the
enforcement of creditors' rights generally or by equitable principles which
may affect the availability of specific performance and other equitable
remedies.
d. FINANCIAL STATEMENTS. The Company has delivered to the Bank its audited
financial statements as of September 27, 2000, for the fiscal year of the
Company then ended and its unaudited financial statements as of September
26, 2001, for the fiscal year then ended. Such statements have been
prepared in accordance with generally accepted accounting principles
consistently applied except, as to the interim statements, for the absence
of a statement of cash flows, footnotes and adjustments normally made at
year end which are not material in amount. Such statements present fairly
the financial position of the Company as of the dates thereof and the
results of its operations for the periods covered and since the date of the
latest of such statements there has been no material adverse change in the
financial position of the Company or in the results of its operations.
e. LITIGATION AND CONTINGENT LIABILITIES. No litigation, arbitration
proceedings or governmental proceedings are pending or threatened against
the Company or any Subsidiary which would, if adversely determined,
materially and adversely affect its respective financial position or
continued operations. Neither the Company nor any Subsidiary has any
material contingent liabilities not provided for or disclosed in the
financial statements referred to in Section 3(d) or in the "Schedule of
Exceptions" attached hereto as EXHIBIT "C."
f. LIENS. None of the assets of the Company or any Subsidiary is subject to
any mortgage, pledge, title retention lien, or other lien, encumbrance or
security interest except for liens and security interests described in the
exceptions enumerated in Section 6(b).
g. EMPLOYEE BENEFIT PLANS. Each Plan maintained by the Company or any
Subsidiary is in material compliance with ERISA, the Code, and all
applicable rules and regulations adopted by regulatory authorities pursuant
thereto, and the Company and its Subsidiaries have filed all reports and
returns required to be filed by ERISA, the Code and such rules and
regulations. No Plan maintained by the Company or any Subsidiary and no
trust created under any such Plan has incurred any "accumulated funding
deficiency" within the meaning of Section 412(c)(1) of the Code, and the
present value of all benefits vested under each Plan did not exceed, as of
the last annual valuation date, the value of the assets of the respective
Plans allocable to such vested benefits. The Company has no knowledge that
any "reportable event" as defined in ERISA has occurred with respect to any
Plan.
49
h. PAYMENT OF TAXES. The Company and its Subsidiaries have filed all federal,
state and local tax returns and tax related reports which the Company and
its Subsidiaries are required to file by any statute or regulation and all
taxes and any tax related interest payments and penalties that are due and
payable have been paid, except for such as are being contested in good
faith and by appropriate proceedings and as to which appropriate reserves
have been established. Adequate provision has been made for the payment
when due of all tax liabilities which have been incurred, but are not as
yet due and payable.
i. INVESTMENT COMPANY ACT. The Company is not an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
j. REGULATION U AND OTHER FEDERAL REGULATIONS. The Company is not engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying margin stock
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System. Not more than twenty-five percent (25%) of the consolidated
assets of the Company or of any Subsidiary consists of margin stock, within
the contemplation of Regulation U, as amended.
k. HAZARDOUS SUBSTANCES. Except as disclosed on the "Schedule of Exceptions"
attached hereto as EXHIBIT "C," to the best knowledge of the Company after
due inquiry and investigation; (i) there are no underground storage tanks
of any kind on any premises owned or occupied by or under lease to the
Company or any Subsidiary; (ii) there are no tanks, drums or other
containers of any kind on premises owned or occupied by or under lease to
the Company or any Subsidiary, the contents of which are unknown to the
Company; (iii) as of the date of this Agreement, no premises owned or
occupied by or under lease to the Company or any Subsidiary are being used
for any activities involving the use, treatment, transportation,
generation, storage or disposal of any Hazardous Substances in reportable
quantities; (iv) no Hazardous Substances in reportable quantities have been
released on any such premises nor is there any threat of release of any
Hazardous Substances in reportable quantities on any such premises; and (v)
as of the date of this Agreement neither the Company nor any Subsidiary is
party to, or has been named or threatened to be named a responsible party
in connection with, any real property or ground water contaminated or
alleged to have been contaminated by Hazardous Substances.
l. SUBSIDIARIES. The only Subsidiaries of the Company as of the date of this
Agreement are Consolidated Specialty Restaurants, Inc., an Indiana
corporation, SnS Investment Company, an Indiana corporation, Steak n Shake
Operations, Inc., an Indiana corporation, Steak n Shake, L.P., an Indiana
limited partnership, and SnSTM, Inc., a Delaware corporation.
SECTION 4. GUARANTIES. The Obligations shall be supported by the unconditional
guaranty of prompt payment of each of Steak n Shake Operations, Inc., Steak n
Shake, L.P., and SnS Investment Company (each a "Guarantor" and collectively,
the "Guarantors"), which shall be evidenced by a Guaranty Agreement (each a
"Guaranty" and collectively, the "Guaranties") in the form attached hereto as
EXHIBIT "D" and appropriately completed for each Guarantor.
50
SECTION 5. AFFIRMATIVE COVENANTS OF THE COMPANY. Until all Obligations of the
Company terminate or are paid and satisfied in full, and so long as the
Commitment is outstanding, the Company shall strictly observe the following
covenants:
a. CORPORATE EXISTENCE. The Company shall preserve, and cause each Subsidiary
to preserve, its corporate or limited partnership existence, as the case
may be; provided, that the Bank consents to the dissolution of Consolidated
Specialty Restaurants, Inc. upon thirty (30) days' prior written notice to
the Bank.
b. REPORTS, CERTIFICATES AND OTHER INFORMATION. The Company shall furnish to
the Bank copies of the following financial statements, certificates and
other information:
(i) ANNUAL STATEMENTS. As soon as available and in any event within one
hundred twenty (120) days after the close of each fiscal year,
consolidated financial statements of the Company and its Subsidiaries
for such fiscal year prepared and presented in accordance with
generally accepted accounting principles, consistently applied (except
for changes in which the independent accountants of the Company
concur) in each case setting forth in comparative form corresponding
figures for the preceding fiscal year, together with the audit report,
unqualified as to scope, of independent certified public accountants
approved by the Bank, which approval shall not be unreasonably
withheld, together with the management letter, if any, issued by such
independent certified public accountants.
(ii) INTERIM STATEMENTS. As soon as available and in any event within
forty-five (45) days after the end of each fiscal quarter, a copy of
the consolidated interim financial statements of the Company and its
Subsidiaries, consisting at a minimum of:
A. the balance sheet as of the end of the quarter, and
B. a statement of income for the quarter and for the partial or full
fiscal year ended as of the end of the quarter,
all in reasonable detail and accompanied by the written
representation of the chief financial officer of the Company
that such financial statements have been prepared in
accordance with generally accepted accounting principles
(except that they need not include a statement of cash flows
and footnotes and need not reflect adjustments normally made
at year end, if such adjustments are not material in amount),
consistently applied, (except for changes in which the
independent accountants of the Company concur) and present
fairly the financial position of the Company and the results
of its operation as of the dates of such statements and for
the fiscal periods then ended.
(iii) OFFICER'S CERTIFICATE. Contemporaneously with the furnishing of each
set of financial statements provided for in Sections 5(b)(i) and
5(b)(ii), an Officer's Certificate.
(iv) ORDERS. Prompt notice of any orders in any material proceedings to
which the Company is a party, issued by any court or regulatory
agency, federal or state, and if the Bank should so request, a copy of
any such order.
(v) NOTICE OF DEFAULT OR LITIGATION. Immediately upon learning of the
occurrence of an Event of Default or Unmatured Event of Default, or
the institution of or any adverse determination in
51
any litigation, arbitration proceeding or governmental proceeding
which is material to the Company, or the occurrence of any event which
could have a material adverse effect upon the Company, written notice
thereof describing the same and the steps being taken with respect
thereto.
(vi) COMPLIANCE CERTIFICATES. Within forty-five (45) days following the end
of each fiscal quarter, a certificate of the Chief Financial Officer
or other appropriate officer of the Company demonstrating compliance
with the financial covenants stated in Section 5(g). Such certificate
shall relate the covenants to the quarter-end figures and shall
otherwise be in such form and provide such detail as may be reasonably
satisfactory to the Bank.
(vii) REGISTRATION STATEMENTS AND REPORTS. Promptly upon filing with the
Securities and Exchange Commission or any state securities regulatory
authority, copies of all registration statements and all periodic and
special reports required or permitted to be filed under federal or
state securities laws and regulations.
(viii) OTHER INFORMATION. From time to time such other information
concerning the Company as the Bank may reasonably request.
c. BOOKS, RECORDS AND INSPECTIONS. The Company shall maintain and cause each
Subsidiary to maintain complete and accurate books and records, and permit
access thereto by the Bank for purposes of inspection, copying and audit,
and the Company shall permit and cause each Subsidiary to permit the Bank
to inspect its properties and operations at all reasonable times.
d. INSURANCE. The Company shall maintain and cause each Subsidiary to maintain
such insurance as may be required by law and such other insurance, to such
extent and against such hazards and liabilities, as is customarily
maintained by companies similarly situated. The Company agrees and will
cause each Subsidiary to agree, at the Bank's request, to name the Bank as
additional insured on any such liability insurance policy and to provide a
copy of any such policy to the Bank.
e. TAXES AND LIABILITIES. The Company shall pay and cause each Subsidiary to
pay when due all taxes, license fees, assessments and other liabilities
except such as are being contested in good faith and by appropriate
proceedings and for which appropriate reserves have been established.
f. COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS. The Company shall
maintain and cause each Subsidiary to maintain material compliance with the
applicable provisions of all federal, state and local statutes, ordinances
and regulations and any court orders or orders of regulatory authorities
issued thereunder.
g. FINANCIAL COVENANTS. The Company shall observe, on a consolidated basis
with the Subsidiaries, each of the following financial covenants:
(i) MAXIMUM RATIO OF FUNDED DEBT TO EBITDA. For each period of four (4)
consecutive fiscal quarters commencing with the period of four (4)
consecutive fiscal quarters ending on December 19, 2001, maintain a
ratio of Funded Debt to EBITDA not exceeding 1.50 to 1.00.
(ii) MINIMUM DEBT SERVICE COVERAGE RATIO. For each period of four (4)
consecutive fiscal quarters commencing with the period of four (4)
consecutive fiscal quarters ending on December 19, 2001, maintain a
debt service coverage ratio of not less than 1.20 to 1.00. For
52
purposes of this covenant, the phrase "debt service coverage ratio"
means the ratio of: (A) net income plus depreciation expense, plus
amortization expense, plus interest expense, minus cash distributions
and dividends, to (B) the sum of principal payments made on current
maturities of long term debt, including current capital lease
payments, plus interest expense, plus capital expenditures made during
the period tested, minus net proceeds from sale/leaseback
transactions, minus any net increase in the aggregate amount of the
Senior Notes outstanding, minus any unfunded availability under the
Prudential Note Purchase Agreement.
h. PRIMARY BANKING RELATIONSHIP. The Company shall maintain its primary
concentration and deposit accounts with the Bank and cause Steak n Shake
Operations, Inc. to maintain is primary and concentration accounts with the
Bank.
i. EMPLOYEE BENEFIT PLANS. The Company shall maintain and shall cause any
Subsidiary to maintain any Plan in material compliance with ERISA, the
Code, and all rules and regulations of regulatory authorities pursuant
thereto and shall file and shall cause any Subsidiary to file all reports
required to be filed pursuant to ERISA, the Code, and such rules and
regulations.
j. HAZARDOUS SUBSTANCES. If the Company or any Subsidiary should commence the
use, treatment, transportation, generation, storage or disposal of any
Hazardous Substance in reportable quantities in its operations in addition
to those noted in EXHIBIT "C" attached hereto, the Company shall
immediately notify the Bank of the commencement of such activity with
respect to each such Hazardous Substance. The Company shall cause and cause
any Subsidiary to cause any Hazardous Substances which are now or may
hereafter be used or generated in the operations of the Company or any
Subsidiary in reportable quantities to be accounted for and disposed of in
compliance with all applicable federal, state and local laws and
regulations. The Company shall notify the Bank immediately upon obtaining
knowledge that:
(i) any premises which have at any time been owned or occupied by or have
been under lease to the Company or any Subsidiary are the subject of
an environmental investigation by any federal, state or local
governmental agency having jurisdiction over the regulation of any
Hazardous Substances, the purpose of which investigation is to
quantify the levels of Hazardous Substances located on such premises;
or
(ii) the Company or any Subsidiary has been named or is threatened to be
named as a party responsible for the possible contamination of any
real property or ground water with Hazardous Substances, including,
but not limited to the contamination of past and present waste
disposal sites.
If the Company or any Subsidiary is notified of any event described at
items (i) or (ii) above, the Company shall immediately engage or cause the
Subsidiary to engage a firm or firms of engineers or environmental
consultants appropriately qualified to determine as quickly as practical
the extent of contamination and the potential financial liability of the
Company or the Subsidiary with respect thereto, and the Bank shall be
provided with a copy of any report prepared by such firm or by any
governmental agency as to such matters as soon as any such report becomes
available to the Company,
53
and Company shall immediately establish reserves in the amount of the
potential financial liability of the Company or the Subsidiary identified
by such environmental consultants or engineers. The selection of any
engineers or environmental consultants engaged pursuant to the requirements
of this Section shall be subject to the approval of the Bank, which
approval shall not be unreasonably withheld.
SECTION 6. NEGATIVE COVENANTS OF THE COMPANY. Until all Obligations of the
Company terminate or are paid and satisfied in full, and so long as the
Commitment is outstanding, the Company shall strictly observe the following
covenants:
a. OTHER AGREEMENTS. The Company shall not enter into any agreement containing
any provision which would be violated or breached in any material respect
by the performance by the Company of its obligations under this Agreement
and the other Loan Documents.
b. LIENS. The Company shall not create or permit to exist any mortgage,
pledge, title retention lien or other lien, encumbrance or security
interest (all of which are hereafter referred to in this subsection as a
"lien" or "liens") with respect to any property or assets now owned or
hereafter acquired by it or any Subsidiary except:
(i) liens in favor of the Bank created pursuant to the requirements of
this Agreement or otherwise;
(ii) any lien or deposit with any governmental agency required or permitted
to qualify the Company or any Subsidiary to conduct business or
exercise any privilege, franchise or license, or to maintain
self-insurance or to obtain the benefits of or secure obligations
under any law pertaining to worker's compensation, unemployment
insurance, old age pensions, social security or similar matters, or to
obtain any stay or discharge in any legal or administrative
proceedings, or any similar lien or deposit arising in the ordinary
course of business;
(iii) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or
other like liens arising in the ordinary course of business for
amounts not yet due or for amounts that are not material to the
overall financial condition of the Company and for the payment of
which adequate reserves have been established, or deposits made to
obtain the release of such liens;
(iv) easements, licenses, minor irregularities in title or minor
encumbrances on or over any real property which do not, in the
judgment of the Bank, materially detract from the value of such
property or its marketability or its usefulness in the business of the
Company or such Subsidiary;
(v) liens for taxes and governmental charges which are not yet due or
which are being contested in good faith and by appropriate proceedings
and for which appropriate reserves have been established;
(vi) liens created by or resulting from any litigation or legal proceeding
which is being contested in good faith and by appropriate proceedings
and for which appropriate reserves have been established; and
54
(vii) those specific liens now existing described on the "Schedule of
Exceptions" attached hereto as EXHIBIT "C."
c. GUARANTIES. The Company shall not and shall not permit any Subsidiary to be
a guarantor or surety of, or otherwise be responsible in any manner with
respect to any undertaking of any other person or entity, whether by
guaranty agreement or by agreement to purchase any obligations, stock,
assets, goods or services, or to supply or advance any funds, assets, goods
or services, or otherwise, except for:
(i) guaranties in favor of the Bank;
(ii) guaranties by endorsement of instruments for deposit made in the
ordinary course of business;
(iii) guaranties given by the Company in conjunction with the sale and
leaseback of operating restaurants by Steak n Shake Operations, Inc.,
Steak n Shake, L.P., or SnS Investment Company; and
(iv) those specific existing guaranties listed in the "Schedule of
Exceptions" attached hereto as EXHIBIT "C."
d. LOANS OR ADVANCES. The Company shall not make or permit to exist and shall
not allow any Subsidiary to make or permit to exist any loans or advances
to any other person or entity, except for:
(i) extensions of credit or credit accommodations to customers or vendors
made by the Company or any Subsidiary in the ordinary course of its
business as now conducted;
(ii) extensions of credit or credit accommodations to any Subsidiary when
made by the Company in the ordinary course of its business as now
conducted;
(iii) reasonable salary advances to non-executive employees, and other
advances to agents and employees for anticipated expenses to be
incurred on behalf of the Company or the Subsidiary in the course of
discharging their assigned duties; and
(iv) the specific items listed in the "Schedule of Exceptions" attached
hereto as EXHIBIT "C."
e. MERGERS, CONSOLIDATIONS, SALES, ACQUISITION OR FORMATION OF SUBSIDIARIES.
The Company shall not be a party to any consolidation or to any merger and
shall not purchase the capital stock of or otherwise acquire any equity
interest in any other business entity. The Company shall not acquire any
material part of the assets of any other business entity, except in the
ordinary course of business. The Company shall not sell, transfer, convey
or lease all or any material part of its assets, except in the ordinary
course of business, or sell or assign with or without recourse any
receivables. The Company shall not cause to be created or otherwise acquire
any Subsidiaries other than those Subsidiaries in existence as of the date
hereof.
f. MARGIN STOCK. The Company shall not use or cause or permit the proceeds of
the Loan to be used, either directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying any
margin stock within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System, as amended from time to time.
g. JUDGMENTS. The Company shall not permit and shall not allow any Subsidiary
to permit any uninsured judgment or monetary penalty rendered against it in
any judicial or administrative proceeding to remain unsatisfied for a
period in excess of forty-five (45) days unless such judgment or
55
penalty is being contested in good faith by appropriate proceedings and
execution upon such judgment has been stayed, and unless an appropriate
reserve has been established with respect thereto.
h. PRINCIPAL OFFICE. The Company shall not change and shall not permit any
Subsidiary to change the location of its principal office unless it gives
not less than ten (10) days prior written notice of such change to the
Bank.
i. HAZARDOUS SUBSTANCES. The Company shall not allow or permit to continue the
release or threatened release of any Hazardous Substance on any premises
owned or occupied by or under lease to the Company or any Subsidiary.
j. DEBT. The Company shall not incur nor permit to exist any indebtedness for
borrowed money except to the Bank and except for indebtedness to Prudential
under the Prudential Note Purchase Agreement and those other existing
obligations disclosed on the "Schedule of Exceptions" attached hereto as
EXHIBIT "C." For purposes of this covenant, the phrase "indebtedness for
borrowed money," shall be construed to include capital lease obligations in
excess of $3,000,000.00 in the aggregate in any fiscal year of the Company.
SECTION 7. CONDITIONS OF LENDING. The obligation of the Bank to make any Advance
or to issue any Letter of Credit shall be subject to fulfillment of each of the
following conditions precedent:
a. NO DEFAULT. No Event of Default or Unmatured Event of Default shall have
occurred and be continuing, and the representations and warranties of the
Company contained in Section 3 shall be true and correct as of the date of
this Agreement and as of the date of each Advance, except that after the
date of this Agreement: (i) the representations contained in Section 3(d)
will be construed so as to refer to the latest financial statements
furnished to the Bank by the Company pursuant to the requirements of this
Agreement, (ii) the representations contained in Section 3(k) (with respect
to Hazardous Substances) will be construed so as to apply not only to the
Company, but also to any Subsidiaries, (iii) the representation contained
in Section 3(l) will be construed so as to except any Subsidiary which may
hereafter be formed or acquired by the Company with the consent of the
Bank, and (iv) all other representations will be construed to have been
amended to conform with any changes of which the Bank shall previously have
been given notice in writing by the Company.
b. DOCUMENTS AND FEES TO BE FURNISHED OR PAID AT CLOSING. The Bank shall have
received contemporaneously with the execution of this Agreement, the
following, each duly executed, currently dated and in form and substance
satisfactory to the Bank:
(i) The Revolving Note.
(ii) The Schedule of Exceptions duly complete by the Company.
(iii) The Guaranties duly executed by the Guarantors.
(iv) A certified copy of a Resolution of the Board of Directors of the
Company authorizing the execution, delivery and performance,
respectively, of this Agreement and the other Loan Documents provided
for in this Agreement to which the Company is a party.
(v) A certificate of the Secretary of the Board of Directors of the
Company certifying the names of the officer or officers authorized to
sign this Agreement and the other Loan Documents
56
provided for in this Agreement to which the Company is a party,
together with a sample of the true signature of each such officer.
(vi) A copy of the file-marked Articles of Incorporation of the Company
certified as complete and correct as of a recent date by the Secretary
of State of Indiana and a copy of the By-Laws of the Company,
certified as complete and correct by the Secretary of the Board of
Directors of the Company.
(vii) A currently dated Certificate of Existence of the Company issued by
the Secretary of State of Indiana, and a Certificate of Existence of
the Company issued by the Secretary of State for each State in which
the Company conducts business.
(viii) A certified copy of a Resolution of the Board of Directors of Steak
n Shake Operations, Inc. authorizing the execution, delivery and
performance, respectively, of its Guaranty and the other Loan
Documents provided for in this Agreement to which Steak n Shake
Operations, Inc. is a party.
(ix) A certificate of the Secretary of the Board of Directors of Steak n
Shake Operations, Inc. certifying the names of the officer or officers
authorized to sign its Guaranty and the other Loan Documents provided
for in this Agreement to which Steak n Shake Operations, Inc. is a
party, together with a sample of the true signature of each such
officer.
(x) A copy of the file-marked Articles of Incorporation of Steak n Shake
Operations, Inc. certified as complete and correct as of a recent date
by the Secretary of State of Indiana and a copy of the By-Laws of
Steak n Shake Operations, Inc. certified as complete and correct by
the Secretary of the Board of Directors of Steak n Shake Operations,
Inc.
(xi) A currently dated Certificate of Existence of Steak n Shake
Operations, Inc. issued by the Secretary of State of Indiana, and a
Certificate of Existence of Steak n Shake Operations, Inc. issued by
the Secretary of State for each State in which Steak n Shake
Operations, Inc. conducts business.
(xii) A certified copy of a Resolution of the Board of Directors of SnS
Investment Company authorizing the execution, delivery and
performance, respectively, of its Guaranty and the other Loan
Documents provided for in this Agreement to which SnS Investment
Company is a party.
(xiii) A certificate of the Secretary of the Board of Directors of SnS
Investment Company certifying the names of the officer or officers
authorized to sign its Guaranty and the other Loan Documents provided
for in this Agreement to which SnS Investment Company is a party,
together with a sample of the true signature of each such officer.
(xiv) A copy of the file-marked Articles of Incorporation of SnS Investment
Company certified as complete and correct as of a recent date by the
Secretary of State of Indiana and a copy of the By-Laws of SnS
Investment Company certified as complete and correct by the Secretary
of the Board of Directors of SnS Investment Company.
(xv) A currently dated Certificate of Existence of SnS Investment Company
issued by the Secretary of State of Indiana, and a Certificate of
Existence of SnS Investment Company
57
issued by the Secretary of State for each State in which SnS
Investment Company conducts business.
(xvi) A certified copy of a Resolution of the Board of Directors of the
General Partner of Steak n Shake, L.P. authorizing the execution,
delivery and performance, respectively, of its Guaranty and the other
Loan Documents provided for in this Agreement to which Steak n Shake,
L.P. is a party.
(xvii) A certificate of the Secretary of the Board of Directors of the
General Partner of Steak n Shake, L.P. certifying the names of the
officer or officers authorized to sign its Guaranty and the other Loan
Documents provided for in this Agreement to which Steak n Shake, L.P.
is a party, together with a sample of the true signature of each such
officer.
(xviii) A copy of the file-marked Certificate of Limited Partnership of
Steak n Shake, L.P. certified as complete and correct as of a recent
date by the Secretary of State of Indiana and a copy of the Limited
Partnership Agreement of Steak n Shake, L.P. certified as complete and
correct by the Secretary of the Board of Directors of the General
Partner of Steak n Shake, L.P.
(xix) A currently dated Certificate of Existence of Steak n Shake, L.P.
issued by the Secretary of State of Indiana, and a Certificate of
Existence of Steak n Shake, L.P. issued by the Secretary of State for
each State in which Steak n Shake, L.P. conducts business.
(xx) A copy of the file-marked Articles of Incorporation of SnSTM, Inc.
certified as complete and correct as of a recent date by the Secretary
of State of Delaware and a copy of the By-Laws of SnSTM, Inc.
certified as complete and correct by the Secretary of the Board of
Directors of SnSTM, Inc.
(xxi) A currently dated Certificate of Good Standing of SnSTM, Inc. issued
by the Secretary of State of Delaware.
(xxii) The opinion of counsel for the Company and the Guarantors addressed
to the Bank to the effect that the representations stated in Sections
3(a), 3(b), 3(c), 3(i), 3 (j) and 3(l) are correct. Such opinion shall
be in such form as may be reasonably acceptable to the Bank.
(xxiii) Certificates evidencing the existence of all insurance required
under the terms of this Agreement or any other Loan Documents.
(xxiv) The results of UCC lien searches for each of the Company and its
Subsidiaries in all jurisdictions in which they own any assets showing
no liens of record.
(xxv) Such other documents as the Bank may reasonably require.
(xxvi) Payment of the fees of legal counsel for the Bank incurred in
connection with the drafting, negotiation, and execution of this
Agreement and the other Loan Documents which shall be the sole
responsibility of the Company.
SECTION 8. EVENTS OF DEFAULT. Each of the following shall constitute an Event of
Default under this Agreement:
a. NONPAYMENT OF THE LOAN OR TO REIMBURSE FOR LETTERS OF CREDIT. Default in
the payment when due of any amount payable under the terms of the Note or
otherwise payable to the Bank or any other holder
58
of the Note under the terms of this Agreement or to promptly reimburse the
Bank in the amount of any drawing under a Letter of Credit as required
under the applicable Reimbursement Agreement.
b. NONPAYMENT OF OTHER INDEBTEDNESS FOR BORROWED MONEY. Default by the Company
or any Subsidiary in the payment when due, whether by acceleration or
otherwise, of any other material indebtedness for borrowed money, or
default in the performance or observance of any obligation or condition
with respect to any such other indebtedness if the effect of such default
is to accelerate the maturity of such other indebtedness or to permit the
holder or holders thereof, or any trustee or agent for such holders, to
cause such indebtedness to become due and payable prior to its scheduled
maturity, unless the Company or the affected Subsidiary is contesting the
existence of such default in good faith and by appropriate proceedings.
c. OTHER MATERIAL OBLIGATIONS. Subject to the expiration of any applicable
grace period, default by the Company in the payment when due, or in the
performance or observance of any material obligation of, or condition
agreed to by the Company or any Subsidiary with respect to any material
purchase or lease of goods, securities or services except only to the
extent that the existence of any such default is being contested in good
faith and by appropriate proceedings and that appropriate reserves have
been established with respect thereto.
d. BANKRUPTCY, INSOLVENCY, ETC. The Company or any Subsidiary admitting in
writing its inability to pay its debts as they mature or an administrative
or judicial order of dissolution or determination of insolvency being
entered against the Company or any Subsidiary; or the Company or any
Subsidiary applying for, consenting to, or acquiescing in the appointment
of a trustee or receiver for the Company or such Subsidiary or any property
thereof, or the Company or any Subsidiary making a general assignment for
the benefit of creditors; or, in the absence of such application, consent
or acquiescence, a trustee or receiver being appointed for the Company or
any Subsidiary or for a substantial part of its property and not being
discharged within sixty (60) days; or any bankruptcy, reorganization, debt
arrangement, or other proceeding under any bankruptcy or insolvency law, or
any dissolution or liquidation proceeding being instituted by or against
the Company or any Subsidiary, and, if involuntary, being consented to or
acquiesced in by the Company or such Subsidiary or remaining for sixty (60)
days undismissed.
e. WARRANTIES AND REPRESENTATIONS. Any warranty or representation made by the
Company in this Agreement proving to have been false or misleading in any
material respect when made, or any schedule, certificate, financial
statement, report, notice, or other writing furnished by the Company to the
Bank proving to have been false or misleading in any material respect when
made or delivered.
f. VIOLATIONS OF NEGATIVE AND FINANCIAL COVENANTS. Failure by the Company to
comply with or perform any covenant stated in Section 5(g) or Section 6 of
this Agreement.
g. NONCOMPLIANCE WITH OTHER PROVISIONS OF THIS AGREEMENT. Failure of the
Company to comply with or perform any covenant or other provision of this
Agreement or any Loan Document or to perform any other Obligation (which
failure does not constitute an Event of Default under any of the preceding
59
provisions of this Section 8) and continuance of such failure for thirty
(30) days after notice thereof to the Company from the Bank.
SECTION 9. EFFECT OF EVENT OF DEFAULT. If any Event of Default described in
Section 8(d) shall occur, maturity of the Loan shall immediately be accelerated
and the Note and the Loan evidenced thereby, and all other indebtedness and any
other payment Obligations of the Company to the Bank shall become immediately
due and payable, and the Commitment and any further obligation to issue Letters
of Credit shall immediately terminate, all without notice of any kind. When any
other Event of Default has occurred and is continuing, the Bank or any other
holder of the Note may accelerate payment of the Loan and declare the Note and
all other payment Obligations due and payable, whereupon maturity of the Loan
shall be accelerated and the Note and the Loan evidenced thereby, and all other
payment Obligations shall become immediately due and payable and the Commitment
and any further obligation to issue Letters of Credit shall immediately
terminate, all without notice of any kind. The Bank or such other holder shall
promptly advise the Company of any such declaration, but failure to do so shall
not impair the effect of such declaration. Upon the occurrence of any Event of
Default, in addition to the remedies heretofore provided, the Bank may require
that the Company deposit with the Bank the undrawn amount of each issued and
outstanding Letter of Credit, which deposited amount the Bank shall apply to
reimburse itself in the amount thereafter drawn under such outstanding Letters
of Credit, with any amounts remaining thereafter applied to the payment of such
remaining Obligations as the Bank in its sole discretion may determine. The
remedies of the Bank specified in this Agreement or in any other Loan Document
shall not be exclusive, and the Bank may avail itself of any other remedies
provided by law as well as any equitable remedies available to the Bank.
SECTION 10. WAIVER -- AMENDMENTS. No delay on the part of the Bank, or any
holder of the Notes in the exercise of any right, power or remedy shall operate
as a waiver thereof, nor shall any single or partial exercise by any of them of
any right, power or remedy preclude any other or further exercise thereof, or
the exercise of any other right, power or remedy. No amendment, modification or
waiver of, or consent with respect to any of the provisions of this Agreement or
the other Loan Documents or otherwise of the Obligations shall be effective
unless such amendment, modification, waiver or consent is in writing and signed
by the Bank.
SECTION 11. NOTICES. Any notice given under or with respect to this Agreement to
the Company or the Bank shall be in writing and, if delivered by hand or sent by
overnight courier service, shall be deemed to have been given when delivered
and, if mailed, shall be deemed to have been given five (5) days after the date
when sent by registered or certified mail, postage prepaid, and addressed to the
Company or the Bank (or other holder of the Notes) at its address shown below,
or at such other address as any such party may, by written notice to the other
party to this Agreement, have designated as its address for such purpose. The
addresses referred to are as follows:
As to the Company: The Steak n Shake Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. Bear, Senior Vice President
and Chief Financial Officer
60
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
with copy to: ▇▇▇▇ ▇. ▇▇▇, Vice President, Secretary
and General Counsel
The Steak n Shake Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
As to the Bank: Fifth Third Bank, Indiana (Central)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
with copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
Kroger, Gardis & ▇▇▇▇▇, L.L.P.
Bank ▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Ext. 926
SECTION 12. COSTS, EXPENSES AND TAXES. The Company shall pay or reimburse the
Bank on demand for all reasonable out-of-pocket costs and expenses of the Bank
including reasonable attorneys' fees and legal expenses incurred by it in
connection with the drafting, negotiation, execution, and delivery of this
Agreement and the other Loan Documents, and in connection with the enforcement,
or restructuring in the nature of a workout, of this Agreement or any other Loan
Document. The Company shall also reimburse the Bank for expenses incurred by the
Bank in connection with any audit of the books and records or physical assets of
the Company conducted pursuant to any right granted to the Bank under the terms
of this Agreement or any other Loan Document. Such reimbursement shall include,
without limitation, reimbursement of the Bank for its overhead expenses
reasonably allocated to such audits. In addition, the Company shall pay or
reimburse the Bank for all expenses incurred by the Bank in connection with the
perfection of any security interests or mortgage liens granted to the Bank by
the Company and for any stamp or similar documentary or transaction taxes which
may be payable in connection with the execution or delivery of this Agreement or
any other Loan Document or in connection with any other instruments or documents
provided for herein or delivered or required in connection herewith including,
without limitation, expenses incident to any lien or title search or title
insurance commitment or policy. All obligations provided for in this Section
shall survive termination of this Agreement.
SECTION 13. SEVERABILITY. If any provision of this Agreement or any other Loan
Document is determined to be illegal or unenforceable, such provision shall be
deemed to be severable from the balance of the provisions of this Agreement or
such Document and the remaining provisions shall be enforceable in accordance
with their terms.
SECTION 14. CAPTIONS. Section captions used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.
SECTION 15. GOVERNING LAW -- JURISDICTION. Except as may otherwise be expressly
provided in any other Loan Document, this Agreement and all other Loan Documents
are made under and will be
61
governed in all cases by the substantive laws of the State of Indiana,
notwithstanding the fact that Indiana conflicts of law rules might otherwise
require the substantive rules of law of another jurisdiction to apply. The
Company consents to the jurisdiction of any state or federal court located
within ▇▇▇▇▇▇ County, Indiana, and waives personal service of any and all
process upon the Company. All service of process may be made by messenger, by
certified mail, return receipt requested, or by registered mail directed to the
Company at the address stated in Section 11. The Company waives any objection
which the Company may have to any proceeding commenced in a federal or state
court located within ▇▇▇▇▇▇ County, Indiana, based upon improper venue or FORUM
NON CONVENIENS. Nothing contained in this Section shall affect the right of the
Bank to serve legal process in any other manner permitted by law.
SECTION 16. PRIOR AGREEMENTS, ETC. This Agreement supersedes all previous
agreements and commitments made by the Bank and the Company with respect to the
Loans and all other subjects of this Agreement, including, without limitation,
any oral or written proposals or commitments made or issued by the Bank.
SECTION 17. SUCCESSORS AND ASSIGNS. This Agreement and the other Loan Documents
shall be binding upon and shall inure to the benefit of the Company and the Bank
and their respective successors and assigns, provided that the Company's rights
under this Agreement shall not be assignable without the prior written consent
of the Bank.
SECTION 18. WAIVER OF JURY TRIAL. THE COMPANY AND THE BANK (BY ITS ACCEPTANCE
HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ( WHETHER BASED UPON
CONTRACT, TORT, OR OTHERWISE) BETWEEN THE COMPANY AND THE BANK ARISING OUT OF OR
IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE
FINANCING EVIDENCED BY THIS AGREEMENT.
SECTION 19. ARBITRATION. BANK AND THE COMPANY AGREE THAT UPON THE WRITTEN DEMAND
OF EITHER PARTY, WHETHER MADE BEFORE OR AFTER THE INSTITUTION OF ANY LEGAL
PROCEEDINGS, BUT PRIOR TO THE RENDERING OF ANY JUDGMENT IN THAT PROCEEDING, ALL
DISPUTES, CLAIMS AND CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL, JOINT, OR
CLASS IN NATURE, ARISING FROM THIS AGREEMENT, OR ANY LOAN DOCUMENT OR OTHERWISE,
INCLUDING WITHOUT LIMITATION CONTRACT AND TORT DISPUTES, SHALL BE RESOLVED BY
BINDING ARBITRATION PURSUANT TO THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION
ASSOCIATION ("AAA"). ANY ARBITRATION PROCEEDING HELD PURSUANT TO THIS
ARBITRATION PROVISION SHALL BE CONDUCTED IN THE CITY NEAREST THE COMPANY'S
ADDRESS HAVING AN AAA REGIONAL OFFICE, OR AT ANY OTHER PLACE SELECTED BY MUTUAL
AGREEMENT OF THE PARTIES. NO ACT TO TAKE OR DISPOSE OF ANY COLLATERAL SHALL
CONSTITUTE A WAIVER OF THIS ARBITRATION AGREEMENT OR BE PROHIBITED BY THIS
ARBITRATION AGREEMENT.
THIS ARBITRATION PROVISION SHALL NOT LIMIT THE RIGHT OF EITHER PARTY DURING ANY
DISPUTE TO SEEK, USE, AND EMPLOY ANCILLARY OR PRELIMINARY RIGHTS AND/OR
62
REMEDIES, JUDICIAL OR OTHERWISE, FOR THE PURPOSES OF REALIZING UPON, PRESERVING,
PROTECTING, FORECLOSING UPON OR PROCEEDING UNDER FORCIBLE ENTRY AND DETAINER FOR
POSSESSION OF ANY REAL OR PERSONAL PROPERTY, AND ANY SUCH ACTION SHALL NOT BE
DEEMED AN ELECTION OF REMEDIES. SUCH REMEDIES INCLUDE, WITHOUT LIMITATION,
OBTAINING INJUNCTIVE RELIEF OR A TEMPORARY RESTRAINING ORDER, INVOKING A POWER
OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE; OBTAINING A WRIT OF ATTACHMENT OR
IMPOSITION OF A RECEIVERSHIP; OR EXERCISING ANY RIGHTS RELATING TO PERSONAL
PROPERTY, INCLUDING EXERCISING THE RIGHT OF SETOFF, OR TAKING OR DISPOSING OF
SUCH PROPERTY WITH OR WITHOUT JUDICIAL PROCESS PURSUANT TO THE UNIFORM
COMMERCIAL CODE. ANY DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THE
LAWFULNESS OR REASONABLENESS OF ANY ACT, OR EXERCISE OF ANY RIGHT OR REMEDY,
CONCERNING ANY COLLATERAL, INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE
MODIFY ANY AGREEMENT RELATING TO THE COLLATERAL, SHALL ALSO BE ARBITRATED;
PROVIDED, HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN
OR RESTRAIN ANY ACT OF ANY PARTY. JUDGMENT UPON ANY AWARD RENDERED BY ANY
ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE STATUTE OF
LIMITATIONS, ESTOPPEL, WAIVER, LACHES AND SIMILAR DOCTRINES WHICH WOULD
OTHERWISE BE APPLICABLE IN AN ACTION BROUGHT BY A PARTY SHALL BE APPLICABLE IN
ANY ARBITRATION PROCEEDING, AND THE COMMENCEMENT OF AN ARBITRATION PROCEEDING
SHALL BE DEEMED THE COMMENCEMENT OF ANY ACTION FOR THESE PURPOSE. THE FEDERAL
ARBITRATION ACT (TITLE 9 OF THE UNITED STATES CODE) SHALL APPLY TO THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION.
Dated as of November 16, 2001.
THE STEAK N SHAKE COMPANY, an Indiana corporation
By:
---------------------------------------------
▇▇▇▇▇ ▇. Bear, Senior Vice President and
Chief Financial Officer
FIFTH THIRD BANK, INDIANA (CENTRAL), a national
banking association
By:
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
63
SCHEDULE OF EXHIBITS
Schedule I - List of Locations
Exhibit "A" - Officer's Certificate
Exhibit "B" - Promissory Note (Revolving Loan)($30,000,000.00)
Exhibit "C" - Schedule of Exceptions
Exhibit "D" - Guaranty Agreement
64
SCHEDULE I
LIST OF LOCATIONS
003 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
005 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
006 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
007 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
011 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
014 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
015 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
016 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
017 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
020 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
021 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
023 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
024 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
025 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
029 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
030 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
031 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
032 ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
033 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
034 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
035 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
036 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
038 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
044 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
045 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
047 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
048 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
049 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
050 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
051 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
052 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
053 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
054 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
055 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
056 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
057 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
059 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
060 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
061 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
064 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
065 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
066 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
067 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
068 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
070 1000 International Speedway, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
072 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
073 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
076 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
65
077 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
080 ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
082 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
084 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
094 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
098 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
126 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
127 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
142 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
144 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
145 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
146 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
147 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
148 ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
149 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
151 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
153 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
154 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
159 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
160 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
162 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
163 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
164 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
165 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
166 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
167 ▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
168 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
169 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
170 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
171 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
172 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
173 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
174 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
175 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
176 ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
177 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
178 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
179 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
201 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
202 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
203 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
204 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
205 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
206 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
207 201.2 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
208 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
210 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
211 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
212 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
213 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
214 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇
215 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
66
216 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
217 ▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
218 ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
219 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
220 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
221 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
222 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
223 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
224 ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
225 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
226 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
227 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
228 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
229 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
230 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
231 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
232 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
233 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
234 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
235 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
236 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
237 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
238 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
239 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
240 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
241 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
242 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
243 ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
244 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
245 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
246 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
247 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
248 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
249 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
250 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
251 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
252 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
253 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
254 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
255 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
256 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
257 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
258 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
259 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
260 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇
261 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
262 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇, ▇'▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
263 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
264 ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇
265 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
266 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
267 ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
67
268 ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
269 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
270 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
271 ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
272 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
273 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
274 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
275 ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
276 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
277 ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
278 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
279 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
280 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
281 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
282 ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
283 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
284 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
285 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
286 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
288 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
289 ▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
290 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
291 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
292 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
293 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
294 ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
295 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
297 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
298 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇'▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
301 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
302 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
303 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
304 ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
305 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
306 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
307 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
308 ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
310 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
311 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
312 ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
313 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
314 ▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
315 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
316 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
317 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
318 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
319 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
320 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
321 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
322 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
324 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
325 ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
326 ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
327 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
329 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
331 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
332 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
333 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
334 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
335 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
68
336 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
337 ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
338 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
339 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
340 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
341 ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
342 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
343 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
344 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
346 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
347 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
349 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
350 ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
351 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
352 ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
353 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
354 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
355 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
356 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
357 ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
358 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
359 ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
360 ▇▇▇ ▇▇ ▇-▇▇▇, ▇▇▇'▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
361 ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
362 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
363 ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
364 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
365 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
366 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
367 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
368 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
369 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
370 ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
371 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
374 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
375 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
376 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
377 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
378 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
379 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
380 ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
382 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
383 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
384 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
69
386 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
387 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
388 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
389 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
390 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
391 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
392 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
395 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
396 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
397 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
398 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
399 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
401 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
402 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
403 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
404 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇ ▇▇▇), ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
405 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
406 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
407 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
411 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
412 ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
413 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
414 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
415 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
416 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
418 1700.1 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
419 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
420 ▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
421 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
424 ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
425 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
426 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
427 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
428 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
429 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
430 ▇▇▇▇ ▇▇▇▇▇▇-▇▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
431 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
432 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
433 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
434 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
435 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
438 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
439 ▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
440 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
441 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
443 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
444 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
445 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
446 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
447 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
448 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
70
449 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
450 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
451 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
455 ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
459 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
460 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇
461 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
462 ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
463 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
466 ▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
469 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
471 ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
472 ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
477 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
478 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
479 ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
480 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
481 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
482 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
486 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
489 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
496 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
501 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
71
To: FIFTH THIRD BANK, INDIANA (CENTRAL)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
OFFICER'S CERTIFICATE
I represent that I am the (chief financial officer or treasurer) of THE
STEAK N SHAKE COMPANY, an Indiana corporation (the "Company").
In support of an application for a Revolving Loan Advance and pursuant to
the terms of that certain
Credit Agreement entered into between the Company and
FIFTH THIRD BANK, INDIANA (CENTRAL), a national banking association (the "Bank")
dated as of November 16, 2001 (as amended, the "
Credit Agreement"), I certify to
the Bank that:
1. Each of the representations contained in Sections 3(a) through 3(c),
inclusive, and 3(e) through 3(l), inclusive, of the
Credit Agreement
are true and correct as of this date.
2. The financial statements of the Company as of , ,
for the fiscal year then ended, and the financial statements as of
, , and for the partial fiscal year then ended,
present fairly the financial condition of the Company and the
results of its operations as of the dates of such statements and
for the fiscal periods then ended, and since the date of the latest
of such statements there has been no material adverse change in its
financial position or its operations.
3. No Event of Default or Unmatured Event of Default, as those terms are
defined in the
Credit Agreement, has occurred and is continuing.
----------------------------------------
----------------------------------------
(Printed Name and Title)
of THE STEAK N SHAKE COMPANY,
an Indiana corporation
Exhibit "A"
Page 1 of 1 pages
72
PROMISSORY NOTE
(REVOLVING LOAN)
Indianapolis, Indiana
$30,000,000.00 Dated: November 16, 2001
Final Maturity: January 30, 2005
On or before January 30, 2005 ("Final Maturity"), THE STEAK N SHAKE
COMPANY, an Indiana corporation (the "Maker") promises to pay to the order of
FIFTH THIRD BANK, INDIANA (CENTRAL), a national banking association (the "Bank")
at the principal office of the Bank at Indianapolis, Indiana, the principal sum
of Thirty Million and 00/100 Dollars ($30,000,000.00) or so much of the
principal amount of the Loan represented by this Note as may be disbursed by the
Bank under the terms of the
Credit Agreement described below, and to pay
interest on the unpaid principal balance outstanding from time to time as
provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving line of credit extended to the Maker by the Bank
under a Credit Agreement dated the date of this Note. All references in this
Note to the Credit Agreement shall be construed as references to that Agreement
as it may be amended from time to time. The Loan is referred to in the Credit
Agreement as the "Revolving Loan." Subject to the terms and conditions of the
Credit Agreement, the proceeds of the Loan may be advanced and repaid and
re-advanced until Final Maturity. The principal amount of the Loan outstanding
from time to time shall be determined by reference to the books and records of
the Bank on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
PRIMA FACIE to be correct as to such matters.
The terms "Advance" and "Banking Day" are used in this Note as defined in
the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit Agreement. Prior to maturity, accrued interest shall be due and
payable on the last Banking Day of each month commencing on the last Banking Day
of the month in which this Note is executed. After maturity, interest shall be
due and payable as accrued and without demand. Interest will be calculated by
applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not paid
when due, then the Bank or any subsequent holder of this Note may, subject to
the terms of the Credit Agreement, at its option and without notice, declare the
entire principal amount of the Note and all accrued interest immediately due and
payable. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of this Note upon the happening of other "Events of
Default" as defined therein.
If any installment of interest due under the terms of this Note prior to
maturity is not paid in full within ten (10) days when due, then the Bank at its
option and without prior notice to the Maker, may assess a late payment fee in
an amount equal to the greater of $20.00 or five percent (5%) of the amount past
due. Each late payment fee assessed shall be due and payable on the earlier of
the next regularly scheduled interest payment date or the maturity of this Note.
Waiver by the Bank of any late payment fee assessed, or the failure of the Bank
in any instance to assess a late payment fee shall not be construed as a waiver
by the Bank of its right to assess late payment fees thereafter.
Exhibit "B"
Page 1 of 2 pages
73
All payments on account of this Note shall be applied first to expenses of
collection, next to any late payment fees which are due and payable, next to
interest which is due and payable, and only after satisfaction of all such
expenses, fees and interest, to principal.
The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that Indiana
conflicts of law rules might otherwise require the substantive rules of law of
another jurisdiction to apply.
THE STEAK N SHAKE COMPANY, an Indiana corporation
By:
---------------------------------------
▇▇▇▇▇ ▇. BEAR, SENIOR VICE PRESIDENT
and Chief Financial Officer
Exhibit "B"
Page 2 of 2 pages
74
SCHEDULE OF EXCEPTIONS
This Schedule is a part of the Credit Agreement between THE STEAK N SHAKE
COMPANY, an Indiana corporation (the "Company"), and FIFTH THIRD BANK, INDIANA
(CENTRAL), a national banking association (the "Bank") dated as of the date of
this Schedule. The Company hereby certifies to the Bank as follows:
1. ORGANIZATION OF THE COMPANY AND ITS SUBSIDIARIES. No jurisdiction in
which the Company or any Subsidiary is not qualified to do business
has asserted that the Company or such Subsidiary is required to be
qualified therein except for
----------------------------------------------------------------------
2. LITIGATION AND CONTINGENT LIABILITIES. There are no exceptions to the
representations contained in Section 3(e) with respect to litigation
and contingent liabilities, except the following:
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
3. HAZARDOUS SUBSTANCES. There are no exceptions to the representation
contained in Section 3(k), except the following:
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
4. LIENS. There are no "liens" (as defined in Section 6(b)) on any
property of the Company except for liens of the types described in
items (i) through (vi) of the enumeration contained in Section 6(b),
and except for the following:
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
5. GUARANTIES. The Company is not a guarantor or surety of, or otherwise
responsible in any manner with respect to any undertaking of any other
person or entity, except for the items of the type described in items
(i) through (iii) of the enumeration contained in Section 6(c), and
except for the following:
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
6. LOANS AND ADVANCES. The Company does not have outstanding any loans or
advances to any person or entity except for items of a type described
in items (i) through (iii) of the enumeration contained in Section
6(d), and except for the following:
----------------------------------------------------------------------
----------------------------------------------------------------------
7. INDEBTEDNESS AND CAPITAL LEASES. The Company presently has no
indebtedness for borrowed money nor is the Company a lessee under any
capital lease except for such obligations to the Bank, and except for
the following:
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
Exhibit "C"
Page 1 of 2 pages
75
Dated as of November 16, 2001.
THE STEAK N SHAKE COMPANY, an Indiana corporation
By: ----------------------------------
▇▇▇▇▇ ▇. Bear, Senior Vice President
and Chief Financial Officer
Exhibit "C"
Page 2 of 2 pages
76
CAPITAL LEASE EXPIRATIONS
PERIOD YEAR STORE ADDRESS
------ ---- ----- -------
5 2002 126 5917 East Hillsborough, Tampa, FL
8 2002 15 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
13 2002 142 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
8 2003 50 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇
9 2003 29 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
9 2003 30 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
9 2003 34 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
3 2004 65 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇
5 2005 51 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇
10 2005 154 3064 Crossroads, Arnold, MO
13 2005 981 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
4 2006 178 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
4 2006 179 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
12 2008 38 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
DFL EXPIRATIONS
PERIOD YEAR STORE ADDRESS
------ ---- ----- -------
3 2002 122 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
3 2002 123 1901 Algonquin, Chicago, IL
3 2002 125 844 Roosevelt, Lombard, IL
6 2002 130 ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
6 2002 135 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
7 2002 137 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
13 2002 134 ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
77
GUARANTY AGREEMENT
This undertaking and agreement (this "Guaranty") is made by ,
[an Indiana corporation\an Indiana limited partnership] (the "Guarantor"), in
favor of FIFTH THIRD BANK, INDIANA (CENTRAL), a national banking association
(the "Bank") in consideration of the loans described in this Guaranty made or
to be made by the Bank to THE STEAK N SHAKE COMPANY, an Indiana corporation
(the "Borrower"). This Guaranty is on the following terms:
1. BACKGROUND OF THIS GUARANTY -- CERTAIN DEFINITIONS. The Bank and the
Borrower are parties to a Credit Agreement dated the date of this Guaranty (the
"Credit Agreement") under the terms of which the Bank has agreed to extend a
revolving line of credit in the maximum aggregate outstanding principal amount
of $30,000,000.00 (referred to in the Credit Agreement as the "Revolving Loan")
to the Borrower subject to the fulfillment of certain conditions, one of which
is the execution and delivery by the Guarantor of this Guaranty. This Guaranty
is made by the Guarantor in consideration of the agreement of the Bank to make
the Revolving Loan (the "Loan"). All defined terms used in this Guaranty and
which are not specifically defined herein are used as defined in the Credit
Agreement. The term "Obligations" as used in this Guaranty means all of the
obligations of the Borrower in favor of the Bank of every type and description,
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, including but not limited to the Borrower's obligation to
repay the principal of, interest on and expenses of collection of the Loan as
provided in the Credit Agreement and the other Loan Documents, including any
Advances under the Revolving Loan made after this date and after the initial
Revolving Loan Maturity Date pursuant to any extension or extensions of the
Revolving Loan Maturity Date, and all other obligations incurred pursuant to the
terms of the Credit Agreement and any other Loan Document including any
obligations arising on account of any amendment to or extension of the Credit
Agreement or any other Loan Document. The term "Default" means an "Event of
Default" as defined in the Credit Agreement.
2. THE GUARANTY. The Guarantor guarantees the full and prompt payment of
all of the Obligations when due, whether at scheduled maturity or at maturity by
virtue of acceleration on account of a Default. The Guarantor further agrees to
pay to the Bank an amount equal to all expenses, including reasonable attorneys'
fees, paid or incurred by the Bank after Default in endeavoring to enforce this
Guaranty.
Notwithstanding any other provision of this Guaranty, the Guarantor's liability
hereunder shall be limited to the lesser of the following amounts minus, in
either case, One Dollar ($1.00):
a. the lowest amount which would render this Guaranty a fraudulent
transfer under Section 548 of the Bankruptcy Code of 1978, as amended,
or
b. if this Guaranty is subject to the Uniform Fraudulent Transfer Act
(the "UFTA") or the Uniform Fraudulent Conveyance Act (the "UFCA") or
any similar or analogous statute or rule of law, then the lowest
amount which would render this Guaranty a fraudulent conveyance under
the UFTA, the UFCA, or any such similar or analogous statute or rule
of law.
The amount of the limitation imposed upon the Guarantor's liability under the
terms of the preceding sentence shall be subject to redetermination as of each
date a "transfer" is deemed to have been made on account of this Guaranty under
applicable law. The Guarantor acknowledges that information concerning the
Guarantor's financial condition is under the control of the Guarantor and is
more readily available to the Guarantor than to the Bank, and for that reason
the Guarantor agrees that should the Guarantor claim that the amount of its
liability under this Guaranty is less than the full amount of the Obligations
because of the provisions of this paragraph, then the burden of proving the
facts which would result in such limitation shall be upon the Guarantor.
3. FINANCIAL INFORMATION. As long as this Guaranty is in effect the
Guarantor shall furnish to the Bank the following:
a. CERTIFICATES REGARDING SOLVENCY. At such times as the Bank may
reasonably require, a "Certificate Regarding Solvency" in the form
attached "Annex."
Exhibit "D"
Page 1 of 6 pages
78
b. OTHER INFORMATION. Such other information relating to the financial
condition of the Guarantor as the Bank may reasonably require.
4. GUARANTY ABSOLUTE. This Guaranty shall be absolute, continuing and
unconditional, irrespective of the irregularity, invalidity or unenforceability
of any other Loan Document and shall not be affected or impaired by any failure,
negligence or omission on the part of the Bank to realize upon and protect any
collateral for any of the Obligations. This Guaranty shall remain in full force
and effect until all of the Obligations have been satisfied in full and the
Commitment of the Bank to make Advances under the Revolving Loan has expired.
The Bank may from time to time, without notice to the Guarantor and without
affecting the Guarantor's liability under this Guaranty:
a. obtain a security interest in any property to secure any of the
Obligations;
b. obtain the primary or secondary liability of any party or parties in
addition to the Borrower and the Guarantor with respect to any of the
Obligations;
c. extend or renew any of the Obligations for any period beyond their
original due dates;
d. release or compromise the liability of any other party or parties
which are now or may hereafter become primarily or secondarily liable
with respect to any of the Obligations;
e. release any security interest which the Bank now has or may hereafter
obtain in any property securing any of the Obligations and permit any
substitution or exchange of any such property;
f. proceed against the Guarantor for payment of the Obligations, whether
or not the Bank shall have resorted to any property securing any of
the Obligations or shall have proceeded against the Borrower or any
other party primarily or secondarily liable with respect to any of the
Obligations;
g. amend the terms of the Credit Agreement from time to time in any
particulars; or
h. extend loans and other credit accommodations to the Borrower in
addition to the Revolving Loan and increase the maximum amount which
may be loaned to the Borrower under the Revolving Loan.
5. ASSIGNMENT AND PARTICIPATIONS. The Bank may, without notice to the
Borrower or the Guarantor, sell or otherwise assign all or any portion of the
Obligations and any participations therein, and upon any such sale or
assignment, the transferee shall have the right to enforce this Guaranty to the
extent of the transferee's interest directly against the Guarantor as fully as
if the transferee were specifically named in the Guaranty as the holder of such
interest, but the Bank shall have the unimpaired right to enforce this Guaranty
for the benefit of the Bank and for the benefit of any participant in respect of
whose participation the Bank has retained such right.
6. SUBROGATION WAIVER. In order to induce the Bank to make the Loan in
reliance, in part, upon this Guaranty, notwithstanding the fact that the
Guarantor is an "insider" with respect to the Borrower, as the term "insider" is
defined in the Bankruptcy Code, the Guarantor waives for itself, its legal
representatives and assigns any right of indemnity, reimbursement or
contribution from the Borrower or any other person obligated with respect to any
of the Obligations (any such other person being referred to hereafter in this
paragraph as a "Co-Obligor") or from the property of the Borrower or from the
property of any Co-Obligor, and the Guarantor further waives any right of
subrogation to the rights of the Bank against the Borrower or any Co-Obligor or
the property of the Borrower or any Co-Obligor which would otherwise arise by
virtue of any payment made by the Guarantor to the Bank on account of this
Guaranty, whether any such right of indemnity, reimbursement, contribution or
subrogation would otherwise arise by virtue of contract, whether express or
implied, with any person or as a matter of law or
Exhibit "D"
Page 2 of 6 pages
79
equity, and the Guarantor undertakes on behalf of itself, its legal
representatives and assigns that neither the Guarantor nor the Guarantor's legal
representatives or assigns will attempt to exercise or accept the benefits of
any such right and should the Guarantor or the Guarantor's legal representative
or assigns receive any payment or distribution of money or other property on
account of such right notwithstanding the provisions of this paragraph, such
money or other property shall be held in trust by the recipient for the Bank and
shall immediately be delivered to the Bank for application to the Obligations in
the same form as received, with the addition only of such endorsements or
assignments as may be necessary to perfect the title of the Bank thereto.
7. OTHER WAIVERS. The Guarantor waives: (i) notice of the acceptance of
this Guaranty, (ii) notice of the existence and creation of all or any of the
Obligations, (iii) notice of nonpayment of any of the Obligations and (iv)
diligence by the Bank in collection of the Obligations and the protection of or
realization upon any collateral for the Obligations.
8. REINSTATEMENT. If any amount which is paid to the Bank by the Borrower
or any other party and which is applied by the Bank to the satisfaction of any
of the Obligations, is returned by the Bank to the Borrower or such other party
or a trustee in Bankruptcy or other legal representative of the Borrower or such
other party by virtue of a claim that such payment constituted a voidable
preference under the Bankruptcy Code or under any state insolvency law, whether
such amount is returned under court order or pursuant to settlement of the claim
of preference, then this Guaranty shall be reinstated as to such amount as
though such payment to the Bank had never been made and notwithstanding any
intervening return or cancellation of any note or other instrument or agreement
evidencing the reinstated Obligations.
9. SUBORDINATION. All obligations of the Borrower to the Guarantor (the
"Junior Obligations") are and shall hereafter be subordinate and inferior in
right of payment to all of the Obligations. Notwithstanding any provision to the
contrary contained in any promissory note or any other agreement between the
Borrower and the Guarantor with respect to the Junior Obligations, the Borrower
shall not make and shall not be required to make any payment on account of the
principal of or interest on the Junior Obligations until the Obligations have
been paid in full and the Bank has no further obligation to make additional
advances to the Borrower under the Revolving Loan, including advances made
pursuant to any extension of the term of the Revolving Loan. In the event of the
liquidation of the Borrower or the distribution of any of its assets or the
securities of any successor on account of any liquidation, bankruptcy,
receivership, reorganization, assignment for the benefit of creditors or similar
proceeding, the Guarantor shall not be entitled to any payment or distribution
on account of any Junior Obligation until all Obligations have been satisfied in
full.
10. MISCELLANEOUS. This Guaranty shall be binding upon the Guarantor, upon
the Guarantor's legal representatives, successors and assigns. If any provision
of this Guaranty is determined to be illegal or unenforceable, such provision
shall be deemed to be severable from the balance of the provisions of this
Guaranty and the remaining provisions shall be enforceable in accordance with
their terms.
11. CHOICE OF LAW. This Guaranty is made under and will be governed in all
cases by the substantive laws of the State of Indiana, notwithstanding the fact
that Indiana conflicts of law rules might otherwise require the substantive
rules of law of another jurisdiction to apply.
12. [CORPORATE] AUTHORITY. In order to induce the Bank to accept this
Guaranty and to make the Loan to the Borrower, the Guarantor represents and
warrants to the Bank that: (i) the Guarantor is a [corporation\limited
partnership] organized, existing and in good standing under the laws of the
State of [Indiana]; (ii) execution and delivery of this Guaranty are within the
Guarantor's [corporate] powers, have been duly authorized by all necessary
[corporate] action and do not contravene or conflict with any provision of law
or of the [Articles of Incorporation or By-laws\Certificate of Limited
Partnership or the Limited Partnership Agreement] of
Exhibit "D"
Page 3 of 6 pages
80
the Guarantor or of any agreement binding upon the Guarantor or its properties,
and (iii) this Guaranty is the legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in accordance with its terms.
13. ARBITRATION. BANK AND THE GUARANTOR AGREE THAT UPON THE WRITTEN DEMAND
OF EITHER PARTY, WHETHER MADE BEFORE OR AFTER THE INSTITUTION OF ANY LEGAL
PROCEEDINGS, BUT PRIOR TO THE RENDERING OF ANY JUDGMENT IN THAT PROCEEDING, ALL
DISPUTES, CLAIMS AND CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL, JOINT, OR
CLASS IN NATURE, ARISING FROM THIS AGREEMENT, OR ANY LOAN DOCUMENT OR OTHERWISE,
INCLUDING WITHOUT LIMITATION CONTRACT AND TORT DISPUTES, SHALL BE RESOLVED BY
BINDING ARBITRATION PURSUANT TO THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION
ASSOCIATION ("AAA"). ANY ARBITRATION PROCEEDING HELD PURSUANT TO THIS
ARBITRATION PROVISION SHALL BE CONDUCTED IN THE CITY NEAREST THE GUARANTOR'S
ADDRESS HAVING AN AAA REGIONAL OFFICE, OR AT ANY OTHER PLACE SELECTED BY MUTUAL
AGREEMENT OF THE PARTIES. NO ACT TO TAKE OR DISPOSE OF ANY COLLATERAL SHALL
CONSTITUTE A WAIVER OF THIS ARBITRATION AGREEMENT OR BE PROHIBITED BY THIS
ARBITRATION AGREEMENT.
THIS ARBITRATION PROVISION SHALL NOT LIMIT THE RIGHT OF EITHER PARTY DURING
ANY DISPUTE TO SEEK, USE, AND EMPLOY ANCILLARY OR PRELIMINARY RIGHTS AND/OR
REMEDIES, JUDICIAL OR OTHERWISE, FOR THE PURPOSES OF REALIZING UPON, PRESERVING,
PROTECTING, FORECLOSING UPON OR PROCEEDING UNDER FORCIBLE ENTRY AND DETAINER FOR
POSSESSION OF ANY REAL OR PERSONAL PROPERTY, AND ANY SUCH ACTION SHALL NOT BE
DEEMED AN ELECTION OF REMEDIES. SUCH REMEDIES INCLUDE, WITHOUT LIMITATION,
OBTAINING INJUNCTIVE RELIEF OR A TEMPORARY RESTRAINING ORDER, INVOKING A POWER
OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE; OBTAINING A WRIT OF ATTACHMENT OR
IMPOSITION OF A RECEIVERSHIP; OR EXERCISING ANY RIGHTS RELATING TO PERSONAL
PROPERTY, INCLUDING EXERCISING THE RIGHT OF SETOFF, OR TAKING OR DISPOSING OF
SUCH PROPERTY WITH OR WITHOUT JUDICIAL PROCESS PURSUANT TO THE UNIFORM
COMMERCIAL CODE. ANY DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THE
LAWFULNESS OR REASONABLENESS OF ANY ACT, OR EXERCISE OF ANY RIGHT OR REMEDY,
CONCERNING ANY COLLATERAL, INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE
MODIFY ANY AGREEMENT RELATING TO THE COLLATERAL, SHALL ALSO BE ARBITRATED;
PROVIDED, HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN
OR RESTRAIN ANY ACT OF ANY PARTY. JUDGMENT UPON ANY AWARD RENDERED BY ANY
ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE STATUTE OF
LIMITATIONS, ESTOPPEL, WAIVER, LACHES AND SIMILAR DOCTRINES WHICH WOULD
OTHERWISE BE APPLICABLE IN AN ACTION BROUGHT BY A PARTY SHALL BE APPLICABLE IN
ANY ARBITRATION PROCEEDING, AND THE COMMENCEMENT OF AN ARBITRATION PROCEEDING
SHALL BE DEEMED THE COMMENCEMENT OF ANY ACTION FOR THESE PURPOSE. THE FEDERAL
ARBITRATION ACT (TITLE 9 OF THE UNITED STATES CODE) SHALL APPLY TO THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION.
Exhibit "D"
Page 4 of 6 pages
81
Dated as of November 16, 2001
By:
-----------------------------------
-----------------------------------
(Printed name and title)
STATE OF _____________ )
) SS:
COUNTY OF ____________ )
Before me the undersigned, a Notary Public in and for said County and
State, personally appeared ________________________, the of __________________,
a(n) _________________________, who as such authorized officer acknowledged the
execution of the foregoing Guaranty Agreement on behalf of said
_______________________ this ___ day of November, 2001.
Signature:
-----------------------------------
Printed:
-----------------------------------
Notary Public
My Commission Expires:
--------------
My County of Residence:
--------------
Exhibit "D"
Page 5 of 6 pages
82
ANNEX
CERTIFICATE REGARDING SOLVENCY
___________________, [an Indiana corporation\an Indiana limited
partnership] (the "Guarantor"), by its duly authorized officer, makes the
following representations to FIFTH THIRD BANK, INDIANA (CENTRAL), a national
banking association (the "Bank") and acknowledges that the Bank is entitled to
rely and will rely upon these representations, in providing certain financial
accommodations to THE STEAK N SHAKE COMPANY, an Indiana corporation, pursuant to
a certain Credit Agreement dated as of November 16, 2001 (the "Credit
Agreement").
1. The assets of the Guarantor at a "fair valuation" within the meaning
of the Bankruptcy Code of 1978, as amended, (the "Code") are worth
approximately $_____________ as of this date.
2. The liabilities of the Guarantor, including without limitation
contingent liabilities to the extent appropriate for consideration in
determining whether the Guarantor is "insolvent", within the meaning
of the Code, but excluding the Guarantor's contingent liability under
the Guaranty Agreement (the "Guaranty") required to be given by the
Guarantor under the terms of the Credit Agreement, total approximately
$_____________ as of ____________________, 200_, the end of the last
fiscal quarter of the Guarantor.
3. The Guarantor is not insolvent within the meaning of the Code, after
taking into account its contingent liability under the Guaranty.
4. After taking into account its contingent liability under the Guaranty,
the Guarantor has sufficient capital for the operation of its business
as presently conducted and at the level of operations contemplated for
the foreseeable future. The minimum amount of capital required to
support the Guarantor's operations at the level planned for the
foreseeable future is $_________________.
5. The Guarantor is currently paying its debts as they become due in the
ordinary course of its business. After taking into account its
contingent liability under the Guaranty, the Guarantor believes that
it will be able to continue to pay its debts as they become due in the
ordinary course of its business.
Dated as of ___________________, 200_.
By: -----------------------------------
-----------------------------------
(Printed name and title)
Exhibit "D"
Page 6 of 6 pages
83
