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EXHIBIT 10.1
15th Floor
260 Queen Street, Brisbane
G.P.O. Box 2237, Brisbane
Qld. 4001 Australia
Telephone No. (07) 3227 2513
Facsimile No. (07) 3221 9620
21 August 2000
The Secretary,
Collins Restaurants Management Pty Ltd
16-20 Edmonstone Street,
Newmarket, Qld 4051
Dear Sirs,
A$46,000,000.00 BILL ACCEPTANCE AND DISCOUNT FACILITY
Westpac Banking Corporation (WESTPAC) is pleased to offer Collins Restaurants
Management Pty Ltd ACN 093 912 979 the BORROWER) a facility on the following
terms.
Please confirm the Borrower's acceptance of this offer by signing the
accompanying copy of this letter and returning it before the expiry date of 31
August 2000.
Some terms used in this letter are defined in the text or in Clause 2.
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1. FACILITY DETAILS
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1.1 MAXIMUM FACE $46,000,000.00 (forty-six million Australian dollars) as
AMOUNT OF BILLS reduced from time to time (the Commitment).
OUTSTANDING AT
ANY TIME:
Each time the Commitment is reduced (or when the
Commitment is cancelled) the Borrower shall retire
sufficient Bills to ensure that the maximum face amount of
outstanding Bills does not at any time exceed the
Commitment.
The Commitment will be automatically cancelled on the last
day of the Term.
If the face amount of the Bills maturing on any day
exceeds the face amount of Bills accepted and discounted
on that day, the Commitment will reduce by the amount of
that excess.
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The Borrower shall pay to Westpac, and the Commitment will
automatically reduce by:
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(a) (SCHEDULED REDUCTIONS):
$667,000.00 on the last Business Day of each month,
commencing 30 September 2000;
and upon each of the scheduled repayment dates, the
Commitment will automatically reduce by the amount of the
payment due on that date,
AND;
(b) (ASSET BASED REDUCTIONS):
(i) an amount to be agreed between the Borrower
and Westpac (the REDUCTION AMOUNT) (in
accordance with the procedure set out in
paragraph 1.1A below) equal to credit funds
held by the CFG Group in excess of
$4,000,000 on the last Business Day of each
quarter (commencing on 31 December 2000)
after making the following deductions:
(A) the Scheduled Reduction which falls
due on that day;
(B) anticipated tax payments during the
following quarter;
(C) capital expenditure due in the
following quarter and consented to by
Westpac (for the purposes of this
clause Westpac shall be deemed to
have consented to the Capital
Expenditure in clause 12.3(v) of the
Cross Guarantee and Negative Pledge);
(D) unpresented cheques forwarded to
external trade creditors (including
KFC Australia Pty Ltd) during that
quarter; and
the relevant payment shall be made, and
the Commitment will reduce, in accordance
with paragraph 1.1A; and
(ii) an amount equal to the net sale proceeds of
any asset sales by a Guarantor other than:
(A) an asset with a market value of less
than $100,000.00;
(B) a sale for the purpose of a sale and
leaseback; or
(C) a sale to a Group entity for the
purpose of Restructure;
on the day the settlement proceeds are
received by or on behalf of a Guarantor.
However, if the day upon which settlement
proceeds are received ("SETTLEMENT DAY")
does not coincide with a day upon which
outstanding Bills mature ("BILL
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ROLLOVER DATE") the reduction in the
Commitment shall take place on the first
Bill Rollover Date occurring after that
Settlement Day and the proceeds of sale will
be deposited with Westpac in a specially
nominated interest bearing account (over
which Westpac has an immediate right of
set-off and appropriation) until that Bill
Rollover Date, at which time they will be
applied towards meeting the Bills maturing
on that date.
1.1A AGREEING THE (a) At least two Business Days before the end of each
REDUCTION AMOUNT quarter the Borrower shall deliver a certificate
(signed by two directors) to Westpac. That
certificate shall certify:
(i) the projected cash balance on the last
Business Day of the quarter;
(ii) the Scheduled Reductions due on the last
Business Day of the quarter;
(iii) anticipated tax payments during the
following quarter;
(iv) planned capital expenditure due in the
following quarter; and
(v) unpresented cheques forwarded to external
trade creditors (including KFC Australia Pty
Ltd) during that quarter. Unpresented
cheques aggregating less than $100,000.00
need not be included in the certificate.
The certificate is to state the proposed
Reduction Amount.
Westpac shall then either confirm the proposed Reduction
Amount or propose an alternative Reduction Amount before
the close of business on the last Business Day of the end
of the relevant quarter. Otherwise, the Reduction Amount
shall be the amount proposed by the Borrower.
If Westpac proposes an alternative Reduction Amount, the
alternative Reduction Amount shall be negotiated in good
faith.
If the Borrower and Westpac agree the Reduction Amount
before the close of business on the last Business Day of
the quarter, the relevant payment shall be made, and the
Commitment will reduce, on the first Business Day of the
following quarter.
If the Borrower and Westpac cannot agree the Reduction
Amount before the close of business on the last Business
Day of the relevant quarter, then on the first Business
Day of the following quarter:
(i) the Borrower shall pay to Westpac, and the
Commitment will be reduced by, the higher of
the Reduction Amounts proposed by the
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Borrower and Westpac (the HPA); and
(ii) Westpac will provide to the Borrower an
overdraft (the TEMPORARY OVERDRAFT) having a
limit equal to the difference between the
HPA and the Reduction Amount proposed by the
Borrower to assist it to make that payment.
If, within the first 10 days of the following quarter (the
RELEVANT PERIOD), the Borrower and Westpac agree on a
Reduction Amount less than the HPA, the Commitment will
(from the date agreement is reached) increase by the
difference between the agreed amount and the HPA and the
Borrower may require Westpac to accept and discount Bills
having a corresponding face amount for the purpose of
assisting it to repay the Temporary Overdraft.
The amounts described above may be rounded to the nearest
$100,000.00.
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1.1B TEMPORARY (a) The Borrower shall repay the Temporary Overdraft
OVERDRAFT (and all interest accrued on it) on the earlier of
the date the Reduction Amount is agreed and the
last day of the Relevant Period.
(b) Interest shall be charged on a daily basis on the
Temporary Overdraft at the rate which is the
aggregate of the Reuters BBSY 1 month bid rate (on
the day the overdraft is created) and the
Acceptance Fee.
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1.2 DISCOUNT RATE: For each Bill, the Reuters BBSY bid rate for a period
equal to the term of the Bill, on the date on which the
Bill is to be discounted, or if there is no BBSY rate for
that term, the rate selected by Westpac as equivalent
(DISCOUNT RATE).
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1.3 FEES:
- ESTABLISHMENT FEE: $350,000.00 is payable as follows:
(a) $10,000.00 receipt of which is acknowledged by
Westpac; and
(b) $340,000.00; on acceptance of this offer.
If the Facility is not drawn down the establishment fee
shall be non-refundable.
- LINE FEE: 1.0% per annum of the average daily amount of the
Commitment for each calendar quarter from the date of
acceptance of this letter payable quarterly in advance on
the first Business Day of each calendar quarter and on the
date of acceptance of this letter (or at any other
intervals designated by Westpac from time to time). If the
Commitment is cancelled or reduced in the quarter the
relevant amount of fee is refundable.
- ACCEPTANCE FEE: 1.25% per annum (the ACCEPTANCE FEE) calculated on the
face amount of each Bill accepted from and including the
date of acceptance until the Bill's maturity date.
- PREPARATION FEE: $100.00 per Drawdown Notice given in terms of Clause 5.3 .
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1.4 TERM: (a) 3 years from the date of acceptance of this offer
(the 'Original Date') or any longer period approved
by Westpac under paragraph (b). Until Westpac
agrees to extend the term under paragraph (b), the
term ends on the Original Date.
(b) The Borrower may by written request made to Westpac
not later than the date which is 3 months before
the Original Date and not earlier than the date
which is 18 months before the Original Date request
that the term be extended for a period of 18
months. Westpac may, in its absolute discretion
agree to extend the term, in which case the term
will end on the date which is 18 months after the
Original Date.
(c) If Westpac agrees to extend the term under
paragraph (b) then Westpac will, subject to the
terms and conditions of this letter, provide the
Facility to the Borrower to the end of the term on
the same terms and conditions asat the Original
Date, subject only to the condition that the
Borrower pay, as consideration of Westpac's
agreement to extend the term, an extension fee of
$75,000.00. The Borrower must pay this amount to
Westpac not later than the Original Date.
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1.5 PURPOSE: Working Capital
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1.6 SECURITY: The Security Documents.
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2. DEFINITIONS
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In this letter the following definitions apply.
ACCEPTANCE FEE has the meaning given in Clause 1.3.
ACCOUNTS has the meaning given in the Cross Guarantee and Negative Pledge.
ASSET BASED REDUCTION means a payment by the Borrower, and a reduction of the
Commitment, under Clause 1.1(b).
AUTHORISATION includes any consent, registration, filing, lodgement, agreement,
certificate, notorisation, permission, licence, approval, authority or exemption
from, by or with any Governmental Agency. Where a Governmental Agency can
prohibit or restrict some thing if it acts within a specified period after
formal notification of it (for example, lodgement, registration or filing),
Authorisation includes the expiry of that period without that action.
BANK DOCUMENT has the meaning given in the Cross Guarantee and Negative Pledge.
BILL means a BILL OF EXCHANGE as defined in the Bills of Exchange Act 1909 which
is, or is to be, accepted or discounted under this letter or is taken to be
accepted or discounted under this letter (whether or not it physically exists).
It includes a bill which bears a purported signature on behalf of a Borrower
which has been discounted by Westpac under this letter, even if that signature
was not authorised or forged.
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BUSINESS DAY means any weekday on which Westpac is open at the address referred
to on the signature page and at the address at which Bills drawn under this
letter are to be accepted and discounted.
CFG GROUP means Collins Foods Group Pty Ltd ACN 009 937 900 and each of its
subsidiaries. For clarification, it includes Sizzler Steak Seafood Salad (S) Pte
Ltd.
COMMITMENT has the meaning given in Clause 1.1.
CROSS GUARANTEE AND NEGATIVE PLEDGE means the agreement titled "Unlimited Cross
Guarantee and Indemnity with Negative Pledge and Financial Ratio Covenants"
between CFG and its Subsidiaries, Sizzler International Marks Inc. and certain
of its Subsidiaries and Westpac, and dated on or about the date the Borrower
accepts this letter.
DISCOUNT RATE has the meaning given in Clause 1.2.
DRAWDOWN NOTICE means a notice in the form of Schedule B.
EBIT has the meaning given in the Cross Guarantee and Negative Pledge.
EVENT OF DEFAULT has the meaning given in the Cross Guarantee and Negative
Pledge.
FACILITY means the facility provided under this letter.
GOVERNMENTAL AGENCY means any government or any governmental, semi-governmental,
statutory, judicial entity or authority. It includes any self regulatory
organisation established under statute and any stock or futures exchange.
GROUP has the meaning given in the Cross Guarantee and Negative Pledge.
GUARANTOR has the meaning given in the Cross Guarantee and Negative Pledge.
MANAGEMENT EQUITY AGREEMENT means the agreement or agreements to be entered into
between Restaurants Concepts International, Inc and certain executives, senior
managers and selected employees of companies in the CFG Group reasonably
acceptable to Westpac (the 'Australian Management Group') pursuant to which
Restaurant Concepts International, Inc agrees that the Australian Management
Group may acquire equity in Collins Foods Group Pty Ltd ACN 009 937 900.
MATERIAL ADVERSE EFFECT has the same meaning as in the Cross Guarantee and
Indemnity.
"REFERENCE LENDING RATE" means the rate Westpac regularly publishes in major
metropolitan newspapers as its "Reference Lending Rate" or such other rate as
may supersede Westpac's Reference Lending Rate and apply as a base rate to loans
made by Westpac over $1,000,000.
RESTRUCTURE means the restructure of the Group as described to Westpac before
the date of this letter. For the purpose of this letter and the Cross Guarantee
and Negative Pledge, the Restructure is complete when:
(a) Collins Foods Group Pty Ltd ACN 009 937 900 holds all of the issued
shares in:
- Sizzler Asia Holdings, Inc;
- Collins Restaurants Queensland Pty Ltd;
- Collins Restaurants Management Pty Ltd; and
- Sizzler Restaurants Group Pty Ltd;
(b) Sizzler Asia Holdings, Inc holds all of the issued shares in:
- Sizzler Restaurant Services, Inc;
- Sizzler South East Asia, Inc; and
- Sizzler New Zealand, Limited;
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and not less than 50% of the issued shares in Sizzler Steak Seafood
Salad (S) Pte Ltd; and
(c) all of the issued shares in Collins Foods Group Pty Ltd ACN 009 937 900
are held by Restaurants Concepts International, Inc.
SCHEDULED REDUCTION means a payment by the Borrower, and a reduction of the
Commitment, under Clause 1.1(a).
SECURITY INTEREST includes any mortgage, pledge, lien, charge or other security
or any arrangement which gives a creditor a preferential right to an asset or
its proceeds.
SECURED PROPERTY means all property the subject of a Security Document.
SECURITY DOCUMENT means each document described in clause 5.2 (b) (i) of this
letter and the Security Interests which at the date of this letter secure the
Borrower's indebtedness to Westpac which documents are, for clarification,
listed in Schedule D.
SUBSIDIARY of a corporation is an entity whose accounts are included in that
corporation's consolidated accounts.
TAX includes a tax, levy, duty or charge (and associated penalty or interest)
imposed by a Governmental Agency.
TERM means the period determined in accordance with paragraph 1.4.
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3. INTERPRETATION
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A reference to an OUTSTANDING Bill is to a Bill which has been accepted or
discounted under this letter (or in respect of which a Borrower has not paid the
face amount or provided cash cover under this letter). This applies whether or
not the Bill has matured, been presented for payment or been paid on
presentation by Westpac.
In relation to periods of time, a reference to a BUSINESS DAY is a reference to
a whole Business Day.
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4. WHO MAY ISSUE DRAWDOWN NOTICES AND DRAW BILLS
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INTENTIONALLY DELETED
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5. THE FACILITY
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5.1 FACILITY
The Borrower can require Westpac to accept Bills and discount them under the
Facility on any Business Day.
5.2 CONDITIONS PRECEDENT TO ISSUE OF THE FIRST DRAWDOWN NOTICE
Before the Borrower can require the acceptance and discount of Bills, the
Borrower must:
(a) sign and return a copy of this letter;
(b) deliver the following in form and substance reasonably satisfactory to
Westpac:
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(i) the following security documents duly executed and, if
applicable, in registrable form
(A) the Cross Guarantee and Negative Pledge;
(B) a Stock Pledge by Sizzler Asia Holdings Inc of its shares
in Sizzler New Zealand Ltd, Sizzler Restaurant Services,
Inc and Sizzler South East Asia, Inc.;
(C) a first party charge by each of Sizzler Asia Holdings Inc
and Collins Restaurants Management Pty Ltd ACN 093 912 979
over all its assets and undertaking;
(D) first mortgages over all commercial leasehold property of
Collins Restaurants Queensland Pty Ltd ACN 009 988 381,
Sizzler Restaurants Group Pty Ltd ACN 010 102 388 and
Collins Foods Group Pty Ltd ACN 009 937 900 situated in
Australia;
(E) a conditional guarantee limited to A$10 million by Sizzler
International, Inc;
(F) a subordination agreement between the parties (other than
Collins Properties, Inc) to the existing subordination
agreement dated 24 September 1997 and Sizzler Asia
Holdings, Inc and Collins Restaurants Management Pty Ltd
ACN 093 912 979;
(G) Letter of Security over Deposit over money held by Collins
Restaurants Management Pty Ltd ACN 093 912 979 in an
account with Westpac to pay interest and management fees
to Restaurant Concepts International, Inc and Sizzler
International, Inc.; and
(H) Deeds of Assumption by each of Collins Restaurants
Queensland Pty Ltd ACN 009 988 381, Sizzler Restaurants
Group Pty Ltd ACN 010 102 388 and Collins Foods Group Pty
Ltd ACN 009 937 900;
(ii) a verification certificate from the Borrower and each Guarantor
in the form attached to this letter;
(iii) an undertaking from Sizzler Asia Holdings, Inc to do everything
necessary to perfect the Stock Pledge described in paragraph (b)
(i) (B) and the company charge described in paragraph (b) (i) (C)
given by it as a Security Interest over the property described in
the relevant instrument; and
(iv) an undertaking from Collins Restaurants Queensland Pty Ltd not to
encumber its franchise rights relating to Kentucky Fried Chicken,
on substantially similar terms to the undertaking given by
Collins Foods International, Inc to Westpac in September 1997;
(c) satisfy the conditions precedent described in Schedule C;
(d) satisfy Westpac's requirements in relation to the security documents
referred to in paragraph (b)(i); and
(e) pay the balance of the establishment fee.
5.3 DRAWDOWN NOTICE REQUIRED
The obligation of Westpac to accept or discount Bills pursuant to this letter is
subject to the Borrower giving Westpac a Drawdown Notice by 10.30am (Sydney
time) at least 3 Business Days (or such shorter period as Westpac agrees to
accept) before the proposed date for accepting and discounting Bills (the
DRAWDOWN DATE)
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5.4 NO DEFAULT
Westpac is not obliged to accept or discount Bills under this letter if on the
Drawdown Date there is:
(a) a continuing Event of Default; or
(b) a breach or other event which with notice or time or both would become
an Event of Default.
However, Westpac may at its discretion make available to the Borrower an amount
not exceeding the face amount of the Bills requested. That amount, if provided
at all by Westpac, will be provided as a loan which is repayable on the earlier
of:
(c) demand by Westpac for repayment of that amount, and
(d) notice by Westpac under Clause 11 (Westpac's Remedies and Powers) below.
The Borrower shall pay interest monthly in arrears on the loan. The interest
will accrue from day to day at a rate equal to 2.0% per annum plus Westpac's
Reference Lending Rate then applicable.
5.5 CONDITIONS SUBSEQUENT
The Borrower must satisfy the following conditions after the first Drawdown
Date:
(a) delivery to Westpac not later than the last day of the first operating
quarter of CFG Group after the date of acceptance of this offer, an
opinion in form and substance reasonably acceptable to Westpac from
PricewaterhouseCoopers that the Restructure has been completed and the
most recent projected consolidated balance sheet of CFG Group given to
Westpac based on figures as at 28 May 2000 is, in all material respects,
a true and correct statement of the assets and liabilities of CFG Group
as at the date or during the period stated in the opinion;
(b) the requirement that the Management Equity Agreement is in full force
and effect by not later than 15 December 2000;
(c) (i) that there is no change in the Chief Executive Officer (CEO) of
Collins Foods Group Pty Ltd or any other significant change in
the management of any company in the CFG Group which, in
Westpac's reasonable opinion, has or is likely to have a Material
Adverse Effect; and
(ii) if there is a change of the type described in paragraph (i), a
person or persons reasonably acceptable to Westpac is not
appointed to the relevant position within 90 days of Westpac
giving written notice to Collins Foods Group Limited that it
considers that the change in the CEO or management has or is
likely to have a Material Adverse Effect; and
(d) delivery to Westpac of lessor's right of entry letters signed by Collins
Property Development Pty Ltd for each property leased by that company to
Collins Restaurants Queensland Pty Ltd ACN 009 988 381, Sizzler
Restaurants Group Pty Ltd ACN 010 102 388 and Collins Foods Group Pty
Ltd ACN 009 937 900.
5.6 BREACH OF CONDITIONS SUBSEQUENT
If the condition described in clause 5.5(a) or the condition described in clause
5.5(c) is not satisfied by the due date then Westpac may:
(a) by giving not less than thirty (30) days written notice to the Borrower,
vary the terms and conditions on which the Facility is provided. If
Westpac gives the Borrower notice that it wishes to change any of the
terms and conditions of the Facility, then unless Westpac agrees
otherwise with the Borrower:
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(i) the changes take effect from the day when the Borrower accepts
the changes; and
(ii) if the Borrower does not accept the changes before the end of the
notice period then, with effect from the end of the notice
period, the Facility becomes repayable on demand made by Westpac.
If Westpac makes demand pursuant to this clause, then the Borrower must
within thirty (30) days of the date of the demand pay to Westpac:
- all money actually or contingently owing (including any cost or loss
determined under clause 7.3 or clause 8.8 of this letter) by it to
Westpac under or in connection with this letter; and
- the face amount of all Bills drawn by it and outstanding as at the
repayment date; or
(b) by giving not less than sixty (60) days prior written notice to the
Borrower, terminate the Facility. If Westpac gives notice under this
paragraph, then termination takes effect at the end of the notice
period. The Borrower must pay Westpac immediately upon termination:
- all money actually or contingently owing (including any cost or loss
determined under clause 7.3 or clause 8.8 of this letter) by it to
Westpac under or in connection with this letter; and
- the face amount of all Bills drawn by it and outstanding on the date
of termination.
If the condition described in clause 5.5 (b) is not satisfied by the due date,
then Westpac may by written notice given to the Borrower (and a copy of any such
notice must also be sent to Sizzler International, Inc) require the Borrower to
repay outstanding Bills and cancel the Commitment by an amount of
A$10,000,000.00. If the Borrower does not do so within thirty (30) days of the
date of the written notice given by Westpac to the Borrower, Westpac may cancel
the Commitment by an amount of $10,000,000.00 and make demand under the
conditional guarantee referred to in clause 5.2(b)(i)(E) of this letter.
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6. FACILITY PROCEDURES
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6.1 FORM OF BILLS
Bills prepared under this letter must:
(a) be in a form acceptable to Westpac and, to the extent practicable, have
a face amount of $100,000, $500,000, or $1,000,000 or any other amount
specified by Westpac,
(b) be expressed to be drawn by the Borrower and signed by it as drawer,
(c) be payable at Westpac's office at: 3rd Floor, 255 Elizabeth Street,
Sydney, NSW 2000, or any other address which Westpac may specify,
(d) have the name of the payee left blank,
(e) have a term, as required by the Borrower (or, in the case where the
fixed rate discount option applies, Westpac), of 30, 60, 90, 120, 150 or
180 days or any other term Westpac and the Borrower may agree, and
(f) mature on a Business Day which is not later than the last day of the
Term.
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The Borrower must select terms for Bills in order to comply with the reductions
in Commitment specified in Clause 1.1 so that the total face amount of
outstanding Bills will not at any time exceed the reduced Commitment.
6.2 PREPARATION OF BILLS
Westpac will ordinarily prepare Bills itself, but it may require the Borrower
giving a Drawdown Notice to prepare Bills under this letter. If Westpac prepares
Bills, it may prepare one Bill having a face amount equal to the aggregate face
amount of Bills having the same maturity date and referred to in the relevant
Drawdown Notice.
6.3 AUTHORITY
Each Borrower irrevocably and for value authorises Westpac:
(a) to complete and deliver Bills under this letter,
(b) on behalf of the Borrower and in its name to prepare Bills complying
with this letter and to sign them as drawer and if applicable, endorse
them, and to alter any non-complying Bills.
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7. ACCEPTANCE AND DISCOUNT
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7.1 ACCEPTANCE AND DISCOUNT
When it is obliged under this letter to accept and discount Bills Westpac shall:
(a) accept those Bills,
(b) if necessary, insert as payee itself or any other person who is to buy
those Bills, and
(c) discount those Bills and pay to the Borrower or as it directs an amount
equal to the sum of the face amount of those Bills less the sum of:
(i) a discount amount for each Bill which would result in a yield to
maturity on that Bill calculated at the Discount Rate (expressed
as a yield percent per annum) or, where a fixed rate applies to
that Bill, that fixed rate,
(ii) the Acceptance Fee for the Bills,
(iii) the preparation fee for the Bills,
(iv) any applicable stamp duty or other tax payable by Westpac on or
in respect of the Bills or any payment under this letter
(including financial institutions duty), and
(v) any other amount owing by the Borrower to Westpac under this
letter.
7.2 FIXED RATE OPTION
In a Drawdown Notice the Borrower may request Westpac to inform it of the fixed
rate at which Westpac will discount a series of Bills with the total face amount
nominated in the Drawdown Notice and during the period nominated in the Drawdown
Notice. That period must not be less than 180 days. It must end no later than
the last day of the Term.
Westpac shall quote to the Borrower by telephone the fixed rate by 9.45 am
(Brisbane time) on the relevant date specified in the Drawdown Notice . The rate
will be expressed as a percent per annum and a yield to maturity. If the
Borrower wishes to accept that quote, it shall do so by telephone while that
quote is current.
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If the Borrower does accept the quote, then during that period except as set out
in Clause 7.3:
(a) Westpac on behalf of the Borrower or, at Westpac's request, the Borrower
shall prepare, sign as drawer, complete, and deliver Bills with terms
selected by Westpac, so that at all times during that period there are
Bills outstanding which have a total face amount equal to the amount
nominated, and
(b) Westpac shall discount those Bills at that rate in accordance with this
letter.
If the Borrower does not accept that quote, the ordinary procedures for setting
the discount rate under this letter will apply.
Westpac is entitled to rely on a facsimile communication purporting to be signed
by an authorised signatory of the Borrower if Westpac believes the communication
to be genuine.
7.3 PREPAYMENT DURING FIXED RATE PERIOD
During the period a fixed rate applies, the Borrower can prepay all or part of
the total face amount of the Bills for which it selected a fixed rate on giving
two Business Days irrevocable notice in writing. If that occurs, or if the
Commitment is cancelled, Westpac's obligation to prepare and discount Bills at
the fixed rate is correspondingly reduced or cancelled.
If for that or any other reason (excluding default by Westpac), Bills of the
total face amount are not drawn and discounted for the full fixed rate period,
then the Borrower shall pay Westpac the amount which Westpac certifies to be the
cost or loss resulting from the liquidation or re-employment of deposits or
other funds acquired or contracted for by Westpac to fund or maintain the
discounting of Bills at the fixed rate, and the termination or reversing of any
agreement or arrangement entered into by Westpac to fix, hedge or limit the
effective cost of funding or maintaining Bills under the fixed rate option.
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8. PAYMENT OBLIGATIONS
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8.1 INDEMNITY
The Borrower shall indemnify Westpac on demand against all liabilities of
Westpac as acceptor or endorser of Bills drawn by the Borrower.
8.2 LIABILITY ON BILLS
As between Westpac and the Borrower, the Borrower is primarily liable in respect
of all Bills accepted by Westpac on its behalf. Accordingly:
(a) the liability of the Borrower with respect to any Bill will not be
discharged because Westpac becomes the holder of that Bill before, on or
after its maturity, and
(b) not later than 11 am on the maturity date for each Bill, the Borrower
shall pay to Westpac an amount equal to the face amount of that Bill.
8.3 NETTING OFF
Where new Bills are to be drawn and accepted on the maturity date of old Bills,
only the net amount as between the amounts payable on that date:
(a) to Westpac under this Clause 8 in respect of the face amount of the old
Bills, and
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(b) by Westpac by way of proceeds of the new Bills under Clause 7
(Acceptance and Discount),
need be paid.
8.4 FEES
The Borrower will pay fees as set out in this letter.
8.5 REPAYMENTS
The Facility will terminate at the expiry of the Term, and at that time the
Borrower will pay to Westpac:
(a) all money owing by it to Westpac under or in connection with the
Facility , and
(b) the face amount of all outstanding Bills drawn by it.
8.6 CANCELLATION OF COMMITMENT
The Borrower can cancel (in minimum amounts of $100,000.00 and multiples of
$100,000.00) all or part of the undrawn Commitment by giving not less than seven
days irrevocable notice in writing to Westpac.
8.7 METHOD OF PAYMENT
The Borrower will make all payments at the address on the signature page of this
letter or as specified by Westpac. Payments must be in cleared funds and free of
any set-off or deduction, except for taxes where required by law. All payments
will be made by 11am (local time) in the place of payment.
Unless otherwise stated, amounts payable under Clause 10 (Yield Protection and
Additional Payments) below are payable within 2 Business Days of demand.
8.8 PREPAYMENT
The Borrower can prepay all or part of the total face amount of outstanding
Bills (in a minimum amount of A$100,000.00 and multiples of A$100,000.00) on
giving seven days irrevocable notice in writing to Westpac.
The Borrower shall pay Westpac the amount which Westpac certifies to be the cost
or loss resulting from the prepayment of any Bill before its maturity date.
<PAGE> 14
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--------------------------------------------------------------------------------
9. INTEREST RATE HEDGING POLICY
--------------------------------------------------------------------------------
9.1 HEDGING STRATEGY
The Borrower must, as a minimum, hedge projected floating rate interest
exposure of the Borrower under the Facility in accordance with a hedging
strategy determined by the Borrower and reasonably acceptable to Westpac
in relation to notional principal amounts of not less than 66% (or such
other amount as is acceptable to Westpac acting reasonably) of the
projected principal outstanding under the Facility for the period to the
end of the Term.
9.2 DOCUMENTATION
The Borrower (or another entity acceptable to Westpac) must sign, not
later than the date which is 14 days after:
(i) the date of acceptance of this letter; or
(ii) the date on which Westpac delivers the documents to the Borrower
to sign;
whichever is later, an ISDA Agreement (including the master agreement,
schedules and confirmations) with such changes as Westpac reasonably
requires to give effect to clause 9.1.
--------------------------------------------------------------------------------
10. YIELD PROTECTION AND ADDITIONAL PAYMENTS
--------------------------------------------------------------------------------
10.1 YIELD PROTECTION
Whenever Westpac determines that a Change in Law (as defined below) has the
effect of:
(a) increasing its costs of funding or maintaining the Facility, or reducing
its return or amounts received in respect of the Facility; or
(b) reducing its return on capital allocated to the Facility (including
because more capital needs to be allocated to the Facility or cannot be
used elsewhere),
then it will promptly notify the Borrower, and they must pay Westpac the amount
it certifies is necessary to compensate it. That certificate will give an
outline of the calculation, and will be conclusive and bind the Borrower in the
absence of manifest error.
If the Borrower so requests, Westpac will negotiate in good faith with a view to
finding a means of minimising the effect, but it is not a defence that the
effect could have been avoided or minimised.
A CHANGE IN LAW is the introduction of, or a change in, any law, official
directive, ruling or request or a change in its interpretation. If it does not
have the force of law, it must be one with which responsible Australian banks
would comply. Without limitation, it includes any of these circumstances which
occurs with respect to capital adequacy, special deposit, liquidity, reserve,
prime assets, tax or prudential requirements (except a change in tax on overall
net income).
<PAGE> 15
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10.2 INDEMNITY AND COSTS
The Borrower will indemnify Westpac against any liability, loss, cost or expense
(including legal costs on a full indemnity basis) it incurs as a result of an
Event of Default or the actual or contemplated enforcement of this letter or any
Bank Document.
The Borrower will pay Westpac's reasonable external legal costs in relation to
the preparation of each Bank Document, any amendment of it, or any consent or
waiver under it.
10.3 TAX
If the Borrower is required to deduct any Tax from any payment under a Bank
Document (except a Tax on Westpac's overall net income), then:
(a) the Borrower must pay that amount to the appropriate authority and
promptly give Westpac evidence of payment; and
(b) the amount payable is increased so that (after deducting that Tax, and
paying any taxes on the increased amount) Westpac receives the same
amount it would have received had no deduction been made.
10.4 CURRENCY INDEMNITY
The Borrower will indemnify Westpac if any amount payable under or in connection
with a Bank Document is received in a currency which is different from that in
which it is required to be paid under this letter. This indemnity applies
whatever the reason for receipt of the amount in a different currency.
10.5 STAMP DUTY
The Borrower will pay all stamp, transaction and other similar duties and
charges in relation to this letter, any Bill accepted and discounted under it,
any Bank Document and any transaction under them. This includes financial
institutions duty and debits tax. The Borrower will also pay any fines and
penalties unless they result from a failure by Westpac to lodge a document for
stamping in sufficient time, having received from the Borrower the amount of
stamp duty in good time.
10.6 GOODS AND SERVICES TAX
(a) All payments to be made by the Borrower under or in connection with the
Facility have been calculated without regard to GST.
If all or part of any such payment is the consideration for a taxable
supply for GST purposes then, when the Borrower makes the payment:
(i) it must pay to Westpac an additional amount equal to that payment
(or part) multiplied by the appropriate rate of GST; and
(ii) Westpac will promptly provide to the Borrower a tax invoice
complying with the GST law.
(b) Where under this letter or a Bank Document the Borrower or a Guarantor
is required to reimburse or indemnify for an amount, the Borrower or the
Guarantor (as the case may be) will pay the relevant amount (including
any sum in respect of GST) less any GST input tax credit Westpac
determines that it is entitled to claim in respect of that amount.
<PAGE> 16
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--------------------------------------------------------------------------------
(c) Any word or expression used in this clause which is defined in A New Tax
System (Goods and Services Tax) Act 1999 (Cth) has the same meaning in
this document.
--------------------------------------------------------------------------------
11. WESTPAC'S REMEDIES AND POWERS
--------------------------------------------------------------------------------
11.1 EVENT OF DEFAULT
If an Event of Default occurs then Westpac may either or both:
(a) terminate the Facility and cancel the Commitment; and
(b) by written notice require the Borrower to pay to Westpac:
(i) all money actually or contingently owing by it to Westpac under
or in connection with this letter, and
(ii) the face amount of all Bills drawn by it and outstanding as at
the date of that notice.
The Borrower will pay those amounts immediately.
11.2 AMOUNTS PAID ON UNMATURED BILLS AND CONTINGENT AMOUNTS
(a) Any amount paid to Westpac under this Clause in respect of any
outstanding Bill or in respect of any sum contingently owing, and
(b) interest credited under this clause,
will accrue and be credited with interest at a rate and in a manner which
Westpac determines would under its normal procedures apply to deposits of a
similar amount at call (or of any other term specified by Westpac).
Westpac may apply it in or towards satisfaction of any sum at any time payable
to Westpac under or in relation to this letter or any Bank Document, including
in respect of Bills.
It is repayable by Westpac to the extent only that on any day it exceeds the
amount of all money owing to Westpac under or in connection with this letter or
any Bank Document (including, without limitation, the total face amount of the
outstanding Bills and all amounts which are then or may subsequently become
contingently owing).
11.3 DEFAULT INTEREST
Interest will accrue each day on each amount due but unpaid. The rate will be
the aggregate of Westpac's Reference Lending Rate then applicable plus the
Acceptance fee plus 2% per annum. That interest accrues before and after any
judgment.
Westpac may debit the Borrower's account with accrued interest under this
paragraph on any day. If it does not do so more often it will be taken to have
done so monthly. That interest will then itself bear interest.
11.4 APPLICATION OF MONEY - SET-OFF
If the Borrower does not pay an amount when due, Westpac may apply any money in
any of the Borrower's accounts (whether or not matured) in payment of any amount
payable under this letter. It need not do so. It can convert currencies using
its normal procedures.
<PAGE> 17
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11.5 NO WAIVER
No failure to exercise a power, and no delay in exercising a power, operates as
a waiver. Waivers must be in writing.
--------------------------------------------------------------------------------
12. GENERAL
--------------------------------------------------------------------------------
12.1 STATEMENT
A written statement by Westpac as to any amount due under this letter or a Bank
Document will be sufficient evidence of that amount unless the Borrower proves
it wrong.
12.2 ASSIGNMENT
The Borrower may not assign its rights under this letter. Westpac may transfer
any part of its rights and, with the Borrower's consent, obligations. The
Borrower will not withhold that consent unreasonably. Westpac may disclose
information to a potential transferee or sub-participant.
Where Westpac wants to transfer part of its obligations the Borrower will sign
when reasonably requested by Westpac a document which will effect that transfer
and which does not increase the Borrower's obligations. Westpac will bear its
own costs and stamp duty on that document.
12.3 NOTICES AND WESTPAC AUTHORISED SIGNATORIES
Any notice, demand, statement, certificate or other communication by Westpac may
be given by any person whose title includes the word "manager", "head",
"counsel" or "president", or any attorney authorised to do so. Any such person
may sign a Bill on behalf of Westpac or the Borrower.
Notices must be in writing. They may be sent by facsimile, post or any other
means to the recipient's address or number set out on the signature page or any
other address or number notified to the sender by the recipient.
Notices will be taken to have been given if delivered or left at that address,
on the dates on which they are delivered or left.
12.4 AUTHORISED SIGNATORIES
All documents (including Bills) required to be signed by the Borrower under this
letter shall be signed on its behalf by one or more authorised signatories
referred to in the verification certificate given in respect of the Borrower, or
any other or additional authorised signatories subsequently appointed, whose
names and specimen signatures have been notified to Westpac.
12.5 GOVERNING LAW AND JURISDICTION
This letter is governed by Queensland law. The Borrower accepts the
non-exclusive jurisdiction of the courts having jurisdiction there.
<PAGE> 18
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--------------------------------------------------------------------------------
SCHEDULE A -- FORM OF VERIFICATION CERTIFICATE
--------------------------------------------------------------------------------
QUEENSLAND
TO WIT
We, .........................................., and .......................... ,
of, .........................................., and ..........................
in the State of Queensland do solemnly and sincerely declare as follows:
(a) We are Directors of ....................................................
Pty Ltd ACN ___ ___ ___ (the COMPANY), of ..............................
........................................................................
(b) On .........................., 20.... a duly convened meeting of the
Directors of the Company was held, at which a quorum was present. The
Directors met to consider entering into the documents referred to below
and the transactions they evidence, to secure (among other things)
financial accommodation of $46,000,000.00 (the ACCOMMODATION) made
available or continuing to be made available (at the request of the
Company) by Westpac Banking Corporation (WESTPAC) to Collins Restaurants
Management Pty Ltd (the BORROWER).
(c) The following documents (the BANK DOCUMENTS) submitted by Westpac to the
Company and required by Westpac (among others) as security for the
Accommodation, were tabled at the meeting:
- [complete as appropriate]
(d) The Directors considered the terms on which the Accommodation was being
offered, including the terms of the Bank Documents and passed
resolutions that:
(i) The Company confirms its request to Westpac for the Accommodation
made available or continuing to be made available to the
Borrower;
(ii) In order to secure the payment to Westpac of:
(A) the Accommodation;
(B) all other moneys specifically agreed to be paid by the
Company to Westpac in the Bank Documents; and
(C) all moneys at any time owing by the Company or the
Borrower to Westpac on any account (including interest).
the Company execute and deliver the Bank Documents.
(e) It was also duly resolved that ........................................
and ....................................................................
be authorised to affix the common seal of the Company to the Bank
Documents.
(f) The resolutions were duly passed in all respects in accordance with the
constitution of the Company and the Corporations Law or, as the case may
be, the laws governing such matters in the Company's place of
incorporation (the RELEVANT LAW).
(g) The Bank Documents were duly executed in accordance with the
resolutions, the Company's constituent documents and the Relevant Law.
(h) Before passing the resolutions, the Directors considered the interests
of the Company and determined that entering into the Bank Documents was
in the Company's interests, for the proper purposes of the Company, and
not prejudicial to its creditors.
<PAGE> 19
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(i) The Secretary was authorised and directed to sign all documents and do
other things necessary to enable the Bank Documents to be duly stamped
and registered (if applicable).
(j) Each Director at the meeting declared to the meeting prior to the
passing of the resolutions (or had previously disclosed) all interests
and any conflicts of interest and duty on that Director's part
(including detailed particulars of the full nature and extent of such
interests and where a general notice of a Director's interest had
previously been given, detailed particulars of any change in the extent
of that interest) as required by the constituent documents of the
Company and the Relevant Law. The Secretary was directed to record every
such declaration by the Directors at the meeting in the minutes of the
meeting, in accordance with the Relevant Law.
(k) Since the date of its incorporation, the Company has not in general
meeting or otherwise at any time made or passed any resolution or taken
any action nor has any other event happened, as a result of which the
Company is prevented from giving guarantees or indemnities or executing
the Bank Documents or as a result of which the right or power of the
Company to guarantee and indemnify and to give security over its assets
has been abrogated or restricted, nor has the Company in general meeting
or otherwise at any time passed any resolution or taken any other action
or proceedings having the effect of in any way altering or otherwise
affecting in whole or in part its constitution which has not been fully
disclosed to Westpac.
(l) Since the date of its incorporation, the Company has not in general
meeting or otherwise at any time passed any resolution not to call up
unpaid calls on shares nor has any meeting of the Company been convened
for the purpose of considering or passing any such special resolution.
(m) There is no unsatisfied judgement in any court nor any writ of execution
issued out of any court which might be enforced against any part of the
property or assets of the Company nor is there (to the best of its
knowledge and belief after making due enquiry) pending any action or
suit against the Company which has not been disclosed to Westpac or in
relation to the winding up of the Company nor has any resolution been
passed for the winding up of the Company.
(n) The Company is solvent and there are reasonable grounds to expect that,
on execution of each Bank Document to which it is a party, it will
continue to be able to pay all its debts as and when they become due and
payable.
(o) The copy of the constituent documents of the Company provided to Westpac
on or about is a true and up to date copy of the same.
(p) All the shares referred to in the Schedule below are held beneficially
by the person referred to as holding them and no shares are held on
trust or for any other person or corporation (except as expressly
disclosed in the Schedule).
(q) At the date of this declaration the Company has not given any charge or
charges and does not intend to give any charges prior to entering into
the Bank Documents to Westpac.
(r) We certify that the Company is not prohibited under Part 3.2A of the
Corporations Law, or under any similar provisions in any other Relevant
Law, from entering into the Bank Documents.
(s) We certify that in entering into the Bank Documents and undertaking any
action contemplated by the Restructure (as defined in the letter dated
28 August 2000
<PAGE> 20
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from Westpac to the Borrower) the Company will not contravene Part 2J.3
of the Corporations Law or any similar provisions in any other Relevant
Law.
(t) We certify that no corporate authorisation (other than the resolutions
referred to in paragraph (d) and (e) are required for the Company to
enter into and perform its obligations under the Bank Documents.
(u) We certify that no event has occurred or is likely to occur in relation
to the Company which has or is likely to have a Material Adverse Effect
(as defined in the letter dated 28 August 2000 from Westpac to the
Borrower).
(v) We certify that at the date of this declaration the particulars
described in the Schedule below are true and correct.
THE SCHEDULE
SHAREHOLDERS & SHARES HELD (PARAGRAPH (p))
[Please complete details]
NAME AND ADDRESS OF SECRETARY (PARAGRAPH (v))
[Please complete details]
AND we make this solemn declaration conscientiously believing the same to be
true and by virtue of the provisions of the "Oaths Act 1867 (Queensland).
DECLARED before me at ..............this )
...................day of ..........20.. ) ............................
) Director
)
(Full name to be printed) )
A Justice of the Peace ) ............................
) Director
<PAGE> 21
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--------------------------------------------------------------------------------
SCHEDULE B -- FORM OF DRAWDOWN NOTICE
--------------------------------------------------------------------------------
TO: [Name]
Westpac Banking Corporation,
[address]
COLLINS RESTAURANTS MANAGEMENT PTY LTD A.C.N. 093 912 979 (the BORROWER)
A$46,000,000.00 BILL ACCEPTANCE AND DISCOUNT FACILITY
I refer to the facility letter dated [INSERT DATE OF LETTER].
I am authorised to give this irrevocable notice on behalf of the Borrower. The
representations by the Borrower in the letter are true as of today. No Event of
Default (as defined in the letter) or event has occurred. No breach or other
event has occurred which with notice or both would become an Event of Default.
The Borrower requests you to prepare, complete, draw, endorse (if necessary),
sign and deliver on the Borrower's behalf Bills (details of which appear in the
schedule below) drawn by the Borrower on Westpac. The Borrower acknowledges
that, unless Westpac specially requires it to prepare and draw Bills, Westpac
will do so.
The Borrower requests Westpac to do as follows on [INSERT DATE] 20[INSERT YEAR]:
[NOTE: DATE MUST BE A BUSINESS DAY.]
(1) accept the Bills for the Borrower's accommodation;
(2) complete the name of the payee on the Bills, buy them or at Westpac's
option sell them to any person and credit the net proceeds after
deducting any moneys payable under (3) below to the Borrower's Account
Number [INSERT ACCOUNT NUMBER] at the [INSERT BRANCH NAME] Branch of
Westpac; and
(3) deduct from the proceeds referred to in (2) above the amount of
Westpac's acceptance and other fees and any stamp or other duty payable
in respect of the Bills; [and]
(4) [state the fixed rate at which Westpac would be prepared to discount a
series of Bills having a total face amount of $[*] during a period of
[*] months.]
<TABLE>
<CAPTION>
SCHEDULE
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DRAWER DATE OF EXECUTION MATURITY DATE FACE AMOUNT NO. OF BILL
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signed for and on behalf of COLLINS RESTAURANTS MANAGEMENT PTY LTD
</TABLE>
-------------------------------------------
Authorised Officer of the Borrower
Dated [*]
[To be signed by authorised signatory whose signature and status have been
verified to Westpac].
<PAGE> 22
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--------------------------------------------------------------------------------
SCHEDULE C -- CONDITIONS PRECEDENT
--------------------------------------------------------------------------------
ADDITIONAL CONDITIONS PRECEDENT
PART 1 - DELIVERY OF THE FOLLOWING TO WESTPAC IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO WESTPAC
(a) (AUTHORISATIONS) evidence that each Authorisation which is:
(i) necessary for the execution, delivery or performance by the
Borrower or each Guarantor, or the validity or enforceability of
the Bank Document to which each Borrower or Guarantor is a party;
(ii) necessary for the effectiveness of each Security Document; or
(iii) material to the conduct of the business of the Borrower or a
Guarantor,
has been obtained and is in full force and effect.
(b) (CORPORATE AUTHORISATION) evidence that the Borrower and each Guarantor
has taken the necessary corporate action to authorise its entry into
and performance of each Bank Document to which it is a party (as well
as each transaction contemplated by each such Bank Document).
(c) (ACCOUNTS) for the Borrower and each Guarantor, the Accounts and other
financial information reasonably required by Westpac.
(d) (FEES) evidence that all fees and expenses payable to Westpac on or
before the first Drawdown Date (including fees of Westpac's advisors)
have been paid or will be paid from the proceeds of the first drawdown
of Bills.
(e) (LEGAL OPINIONS)
(i) an opinion from Hogan Besley Boyd, legal advisors to the Borrower
confirming that in undertaking the Restructure, the Group will
comply with all applicable laws; and
(ii) an opinion from internal Counsel at Sizzler International Inc.
confirming, in respect of each Guarantor which is incorporated
under a law of the United States of America that:
- the entity is duly organised, validly existing and in good
standing under the laws of the place of its incorporation;
and
- the entity has the requisite power and authority to
execute, deliver and perform the Bank Documents to which
it is a party and that all necessary action has been taken
to authorise the execution, delivery and performance of
the Bank Documents to which it is a party and that the
entity has validly executed and delivered those documents.
(f) (SEARCHES AND ENQUIRIES) the results of all searches and enquiries
required by Westpac with respect to the Borrower and each Guarantor and
the Secured Property.
(g) (TAX OPINION) an opinion from PricewaterhouseCoopers that after the
Restructure is completed, no company in the Group will have a liability
to pay a Tax other than a Tax for which the Group has set aside
sufficient reserves of liquid assets to pay the Tax and any fine,
penalty, interest or other cost payable if the Tax is assessed as
payable.
(h) (HEADS OF AGREEMENT) a copy of signed Heads of Agreement for the
Management Equity Agreement, which agreement must be unconditional.
<PAGE> 23
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(i) (NO CHANGE IN BALANCE SHEET) a certificate signed by not less than two
directors of Collins Foods Group Pty Ltd ACN 009 937 900 that no event
has occurred or is likely to occur in relation to the CFG Group which
has or is likely to have a Material Adverse Effect on the financial
position of the CFG Group as shown in the most recent balance sheet
given to Westpac based on figures as at 28 May 2000.
(j) (OTHER INFORMATION) such other information relating to the Restructure,
the Borrower or a Guarantor or an associated entity of any of them as
Westpac may reasonably request.
(k) (TITLE DOCUMENTS) all documents and evidence of title to the Secured
Property.
(l) (MEZZANINE DEBT) evidence that Sizzler International Inc. has agreed to
lend Collins Foods Group Pty Ltd ACN 009 937 900 certain moneys on
terms reasonably acceptable to Westpac including without limitation
that the amount lent is subordinated to the Borrower's indebtedness to
Westpac on terms reasonably acceptable to Westpac.
PART 2 - THE FOLLOWING CONDITIONS BEING SATISFIED ON EACH DRAWDOWN DATE
(a) (REPRESENTATIONS TRUE) the representations and warranties by the
Borrower and each Guarantor in the Cross Guarantee and Negative Pledge
are true in all material respects as at the date of the Relevant
Drawdown Notice and the relevant Drawdown Date as though they had been
made at that date in respect of the facts and circumstances then
subsisting.
(b) (NO MATERIAL ADVERSE CHANGE) Westpac being satisfied that no event or
change has occurred in relation to a Guarantor that has or would be
likely to have a Material Adverse Effect.
<PAGE> 24
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--------------------------------------------------------------------------------
SCHEDULE D -- EXISTING SECURITY DOCUMENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DATE SECURITY DOCUMENTS REG. NO
<S> <C> <C>
24-9-97 STOCK PLEDGE by SIZZLER INTERNATIONAL INC. of the issued
capital of Collins Foods International Pty Ltd and Sizzler
International Marks Inc.
19-9-97 First Registered Charge by COLLINS FOODS GROUP PTY LTD over 610709
all its assets, undertaking and uncalled capital
19-9-97 First Registered Charge by COLLINS FINANCE AND MANAGEMENT 610719
PTY LTD over all its assets, undertaking and uncalled capital
19-9-97 First Registered Charge by COLLINS FOODS AUSTRALIA PTY LTD 610716
over all its assets, undertaking and uncalled capital
19-9-97 First Registered Charge by COLLINS FOODS INTERNATIONAL PTY Ltd 610718
over all its assets, undertaking and uncalled capital other 9726660435
than the KFC Franchise Agreements 9716148
19-9-97 First Registered Charge by COLLINS INTERNATIONAL INC over all 9726660563
its assets, undertaking and uncalled capital 971318459
19-9-97 First Registered Charge by COLLINS PROPERTY DEVELOPMENT PTY 610706
LTD over all its assets, undertaking and uncalled capital
19-9-97 First Registered Charge by FURNACE CONCEPTS AUSTRALIA CORP 610708
over all its assets, undertaking and uncalled capital 9716144
19-9-97 First Registered Charge by FURNACE CONCEPTS INTERNATIONAL INC 9726660487
over all its assets, undertaking and uncalled capital 9716147
19-9-97 First Registered Charge by COLLINS RESTAURANTS QUEENSLAND PTY 610715
LTD over all its assets, undertaking and uncalled capital
19-9-97 First Registered Charge by RESTAURANT CONCEPTS INTERNATIONAL 9726660430
INC over all its assets, undertaking and uncalled capital 9716149
19-9-97 First Registered Charge by RESTAURANT CONCEPTS OF AUSTRALIA 9726660496
PTY LTD over all its assets, undertaking and uncalled capital 9716145
19-9-97 First Registered Charge by SIZZLER AUSTRALIA PTY LTD over all 610710
its assets, undertaking and uncalled capital
19-9-97 First Charge by SIZZLER FRANCHISE DEVELOPMENT, LTD over all
its assets, undertaking and uncalled capital
19-9-97 First Registered Charge by SIZZLER INTERNATIONAL MARKS INC 9726660521
over all its assets, undertaking and uncalled capital 97131846
19-9-97 First Registered Charge by SIZZLER NEW ZEALAND LIMITED over WNOS-
all its assets, undertaking and uncalled capital 483105
9726660423
9716150
</TABLE>
<PAGE> 25
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<TABLE>
<CAPTION>
DATE SECURITY DOCUMENTS REG. NO
<S> <C> <C>
19-9-97 First Registered Charge by SIZZLER RESTAURANT SERVICES INC over 9726660511
all its assets, undertaking and uncalled capital 9716143
19-9-97 First Registered Charge by SIZZLER SOUTH-EAST ASIA INC over 9726660493
all its assets, undertaking and uncalled capital 9716146
19-9-97 First Registered Charge by SIZZLER SOUTH PACIFIC PTY LTD over 610720
all its assets, undertaking and uncalled capital 9716142
19-9-97 First Registered Charge by SIZZLER RESTAURANTS GROUP PTY LTD 610712
over all its assets, undertaking and uncalled capital
Mortgages over leases as set out in Annexure A.
</TABLE>
<PAGE> 26
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SIGNED for WESTPAC BANKING CORPORATION by its Attorneys
...................................... .....................................
Head of Westpac Institutional Bank Qld Manager Legal
ADDRESS: 15th floor, 260 Queen Street, Brisbane Qld. 4001
FACSIMILE: (07) 3221 9620
Accepted by COLLINS RESTAURANTS MANAGEMENT PTY LTD ACN 093 912 979
Date of Acceptance: ............................................................
THE COMMON SEAL of )
COLLINS RESTAURANTS MANAGEMENT PTY LTD )
was duly affixed by authority of the )
Board of Directors in the presence of ) .............................
)
) Authorised officer
)
(insert name) ....................... )
)
and )
) .............................
) Authorised officer
(insert name) .......................
ADDRESS: .....................................................
.....................................................
FACSIMILE: .....................................................
