[Letterhead of FFCA]
June 29, 2000
VIA TELECOPY AND
AIRBORN EXPRESS
---------------
Mr. Marvin A. Sensabaugh
Principal
Bank of America Securities, L.L.C.
100 North Tryon street
Charlotte, NC 28255-0001
Re: Sites described on the attached Exhibit A
---------
Dear Marvin:
Shoney's, Inc. ("Shoney's") has advised FFCA Funding Corporation
("FFCA") that up to six to-be-formed bankruptcy remote, special purpose
Delaware limited liability companies (individually, a "Borrower" and
collectively, the "Borrowers") desire to obtain one hundred forty two (142)
mortgage loans (individually, a "Mortgage Loan" and collectively, the
"Mortgage Loans") with respect to sites described above (individually, a
"Property" and collectively, the "Properties"). Each of the Mortgage Loans
shall be secured by a first lien mortgage or deed of trust, as determined by
FFCA, on the land, building, other improvements, and related personal
property at each Property.
Upon Shoney's acceptance of this commitment letter (this
"Commitment"), FFCA commits to make to the Borrowers and Shoney's, as
applicable, one hundred forty two (142) Mortgage Loans on the terms set forth
in this Commitment. The determination of the Properties to be owned by each
Borrower shall be made by FFCA and approved by Shoney's. Notwithstanding the
foregoing, the Properties which are located in the State of Florida shall be
owned by Shoney's, and the Mortgage Loans with respect thereto will be made
to Shoney's directly.
A. Basic Commitment Terms.
----------------------
Background: This Commitment outlines certain basic
terms and conditions of the Mortgage Loans;
however, it is not meant to define all of
the terms and conditions of the Mortgage
Loans, which will be set forth more fully
in the
final documentation. The Mortgage Loans
are subject to, among other things, the
approval by FFCA of the Properties, and the
Loan Amount (as defined below), compliance
by the Borrowers and Shoney's with all of
the requirements set forth in this
Commitment and the receipt by FFCA of all
documents and other information requested
by FFCA and its counsel.
Acceptance: Shoney's may accept this Commitment by
signing and returning a copy of this
Commitment, together with a check for one-
half of the Fee (as defined below), to FFCA
within 20 days of the date hereof.
Fee: Shoney's shall pay FFCA a $990,000.00
valuation, underwriting and processing fee
(1.00% of the Loan Amount) for this
Commitment, which, except as otherwise
provided herein, shall be due and payable
at the Closing. $495,000.00 shall be due
upon Shoney's acceptance of this Commitment
and shall be applied toward the expenses
incurred by the third party service
providers retained in connection with the
transaction described in this Commitment;
and the balance of the Fee is due at the
Closing. Notwithstanding the foregoing, if
at any time prior to the Closing, FFCA
determines that its out-of-pocket expenses
in connection with the Mortgage Loans
exceed the portion of the fee paid
herewith, upon the request of FFCA,
Shoney's will pay such shortfall to FFCA.
Refundability of Fee: Although the Fee shall be deemed fully
earned when received by FFCA, the portion
of the Fee paid herewith shall be
refundable as provided below and this
Commitment shall expire if (i) FFCA does
not approve the Properties and the Loan
Amount, or (ii) Shoney's and FFCA are
unable to agree upon an alternative Loan
Amount. If both the Properties and the
Loan Amounts are approved by FFCA, the Fee
will automatically become nonrefundable on
such date. If FFCA does not approve the
Properties, the portion of the Fee paid
herewith, less FFCA's reasonable out-of-
pocket expenses, will be promptly refunded
to Shoney's. If FFCA approves the
Properties but not the Loan Amount,
Shoney's will be contacted by FFCA and
given the opportunity to go forward with
the Mortgage Loans based upon the lower
Loan Amount approved by
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FFCA. If Shoney's agrees upon the lower
Loan Amount, Shoney's and FFCA will execute
a letter amendment to this Commitment, and
the Fee (based upon the revised Loan
Amount) will thereupon become
nonrefundable. If Shoney's does not agree
to the lower Loan Amount, the portion of
the Fee paid herewith, less FFCA's
reasonable out-of-pocket expenses, will be
promptly refunded to Shoney's.
Mortgage Loan
Processing: FFCA has not inspected the Properties.
FFCA will not commence such inspection,
order title insurance commitments or
instruct its counsel to begin preparing the
Loan Documents (as such term is defined
below) until Shoney's has accepted this
Commitment. The closing of the Mortgage
Loans (the "Closing") shall only occur on
the business day following the business day
on which all of the conditions of this
Commitment and the Loan Documents have been
satisfied. If the Closing has not occurred
on or before Outside Closing Date (as
defined below), this Commitment will
expire.
Anticipated Closing Date: July 31, 2000.
Outside Closing Date: September 30, 2000.
B. Basic Loan Terms
----------------
Structure of Mortgage
Loans: The Borrowers shall satisfy the customary
requirements of the rating agencies in
connection with the establishment of a
bankruptcy-remote entity. The managing
member of each Borrower shall be a
bankruptcy remote Delaware corporation
whose shareholders shall be determined by
each Borrower but subject to FFCA's
reasonable approval; and the remaining
members of each Borrower shall be
determined by each Borrower but subject to
FFCA's reasonable approval. Each Borrower
shall own such of the Properties as may be
mutually agreed upon by FFCA and such
Borrowers, and such Properties shall be
leased to Shoney's pursuant to a master
lease for all of the Properties owned by
each Borrower (the "Lease"). Each Borrower
shall obtain a landlord's lien and security
interest in all equipment and other
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personal property (the "Equipment") of
Shoney's located at each Property. Each
Lease shall be a true master lease for
state law purposes and contain terms and
conditions that are satisfactory to FFCA
and Shoney's. The sole assets of each
Borrower shall be the Properties, and
except as set forth herein, each Borrower
shall be prohibited from incurring any
additional indebtedness other than the
Mortgage Loans, or engaging in other
activities, as customarily required by
rating agencies in connection with the
establishment of a bankruptcy-remote
entity. Each Lease shall be assigned to
FFCA pursuant to the Loan Documents (as
defined below). The Leases shall permit
subleases of up to 30% of the Properties
which are the subject of each Lease to
qualified franchisees of Shoney's.
Documentation: Prior to the Closing, with respect to each
Property, FFCA's counsel will prepare and
submit to Shoney's and Borrowers FFCA's
proposed form of loan agreement (the "Loan
Agreement"), promissory note (the "Note"),
deed of trust or mortgage, as determined by
FFCA, and security agreement (the "Deed of
Trust"), assignment of leases and rents,
environmental indemnity, UCC-1 financing
statements and such other documents as may
be reasonably requested by FFCA or the
title company (collectively, the "Loan
Documents"). Each Deed of Trust shall (a)
grant FFCA a first priority lien against
the Property and the furniture, machinery
and other equipment of Borrower at the
Property, (b) contain such representations,
warranties, covenants and agreements as are
customary in loan transactions of this
type, (c) provide that Borrower will
indemnify FFCA against all claims, suits
and costs whatsoever relating to the
Property, (d) provide that Borrower shall
be responsible for all maintenance,
utilities, insurance, taxes, assessments
and other expenses associated with the
Property, (e) provide that the Property
will be used as a Shoney's Restaurant or
with respect to 20% of the Properties which
are the subject of each Lease, may be
operated as another nationally or
regionally recognized restaurant concept,
(f) provide that the Property shall not be
sold, leased, or further encumbered without
the prior written consent of FFCA (other
than the permitted subleases described
above), and (g) grant FFCA a license to use
the trade
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name and trademarks of Shoney's and to
operate the Properties as Shoney's
restaurants in the event of a default by
Borrower under the Loan Documents that
continues beyond any applicable cure
period. At the Closing, with respect to
each Property, Borrower shall (i) provide
FFCA with proof of insurance relating to
the Property, (ii) provide FFCA with a
satisfactory title insurance commitment,
ALTA as-built survey, environmental
insurance, opinion of counsel,
certification of Borrower, non-foreign
certificate, and (iii) execute the Loan
Documents.
Loan Amount: $99,000,000.00 (inclusive of financed soft
costs and closing costs) in the aggregate
for all of the Properties, which amount
shall be allocated among the Properties
based upon the respective values ascribed
to such Properties by FFCA.
Title Company and
Surveyor: FFCA's policy of title insurance shall be
issued by LandAmerica Financial
Services/Lawyers Title Insurance
Corporation, Phoenix National Division (the
"Title Company"). Hayes and Matthews,
Inc., or such other surveyor selected by
FFCA, shall prepare the surveys for the
Properties.
Note Terms: Interest shall accrue at an annual rate
equal to the 10-year U. S. Treasury Note
rate in effect not earlier than ten days
nor later than two days prior to the date
that FFCA initially anticipates the Closing
will occur (which rate shall be established
by a letter from FFCA to Borrower) plus
4.50%. Principal and interest shall be
paid in equal monthly installments due on
the first day of each month based upon a
twenty (20) year term and amortization
schedule.
Prepayment: Any Note may be prepaid in whole, but not
in part, on any regularly scheduled payment
date during the term of such Note;
provided, however, any prepayment shall
include a yield maintenance amount which
shall equal the positive difference between
(a) the present value, computed at the
Reinvestment Rate (as defined below), of
the stream of monthly principal and
interest payments under the Note from the
date of the prepayment through the
scheduled maturity date of the
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Note, and (b) the outstanding principal
balance of the Note as of the date of
prepayment. For purposes hereof, the term
"Reinvestment Rate" shall mean an interest
rate equal to the then-current yield of U.
S. treasury securities having a weighted
average life to maturity closest to the
scheduled maturity date of the Note plus 50
basis points.
Fixed Charge
Coverage Ratio: Each Borrower shall be required to achieve
and maintain, or cause Shoney's to achieve
and maintain, an aggregate annual Fixed
Charge Coverage Ratio (as defined below),
tested as of each Borrower's fiscal year
end, with respect to all of the Properties
owned by such Borrower equal to or greater
than 1.25:1. If a Borrower does not
achieve such annual Fixed Charge Coverage
Ratio within 30 days following notice from
FFCA, such Borrower shall be required to
either (i) prepay, without being required
to pay any prepayment penalty or yield
maintenance premium, the Note or Notes
having the lowest Fixed Charge Coverage
Ratio (as determined on an individual
basis) by an amount sufficient to raise the
Fixed Charge Coverage Ratio to 1.25:1, and
such Borrower and FFCA shall amend such
Note or Notes to re-amortize the payment
schedule thereunder, (ii) substitute
another property or properties acceptable
to FFCA for those having the lowest Fixed
Charge Coverage Ratio (as determined on an
individual basis), such that after such
substitution, the aggregate Fixed Charge
Coverage Ratio based upon the results of
the prior year's operation, shall equal or
exceed 1.25:1, or (iii) prepay in full the
Note or Notes having the lowest Fixed
Charge Coverage Ratio (as determined on an
individual basis) to the extent necessary
to raise the Fixed Charge Coverage Ratio to
1.25:1, without being required to pay any
prepayment penalty or yield maintenance
premium. For purposes hereof, the term
"Fixed Charge Coverage Ratio" shall mean
the ratio of (a) net income before non-
recurring items and after a corporate
overhead allocation (equal to 4.5% of gross
sales) plus depreciation and amortization
expense, operating lease payments and
interest expense (or rental income plus
royalties received on stores subleased to
Franchisees), to (b) the sum of any loan
payments, equipment loan payments and
operating
6
lease payments which are associated with
the Properties. The Loan Agreement will
provide that FFCA may elect at any time to
amend such aggregate test such that it
applies to all loans from FFCA to more than
one Borrower.
Substitution of
Collateral: In addition to the substitution rights set
forth in the preceding paragraph, Borrower
shall have the right during the terms of
the Notes to substitute up to 20% of the
Properties which are the subject of each
Lease for each Property for which the Fixed
Charge Coverage Ratio is less than 1:1
(each, an "Uneconomic Substitution") with
substitute properties subject to (i)
verification that (a) the fair market value
and (b) Fixed Charge Coverage Ratio
(calculated on a trailing 12-month basis)
of each property to be added by way of
substitution is at least equal to or
greater than the fair market value and
Fixed Charge Coverage Ratio (calculated on
a trailing 12-month basis) of the Property
being replaced, both as of the date the
Mortgage Loans were made and the date of
the substitution; (ii) the property being
added shall have a unit-level Fixed Charge
Coverage Ratio as of the date of
substitution greater than the Fixed Charge
Coverage Ratio of the Property being
replaced, (iii) FFCA shall have approved
the condition of title of the property
being added (including the equipment
located thereon), which approval shall not
be unreasonably withheld, (iv) the Mortgage
Loans shall not be in default at the time
of the substitution, (v) the property being
added shall conform with FFCA's customary
site inspection criteria as determined by
FFCA's in-house site inspection department,
(vi) Borrower obtaining for the property
being added a satisfactory title insurance
policy, an environmental insurance policy,
casualty and liability insurance policy and
ALTA as-built survey, (vii) payment by
Borrower of all costs in connection with
the substitution of collateral, and (viii)
the execution by Borrower of such
amendments to the Loan Documents as may be
required by FFCA. In addition, Borrower
shall have unlimited rights (subject to the
satisfaction of clauses (i)(a), (iii) (iv),
(v), (vi), (vii) and (viii) in the
preceding sentence) to substitute
collateral to cure
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defaults resulting from environmental
issues, violations of laws, or loss of any
required licenses or permits.
Closing Costs: Shoney's shall pay its own and the
Borrowers' attorneys' fees, FFCA's site
inspection expenses, FFCA's attorneys'
fees, the cost of environmental insurance,
and all other Mortgage Loan closing costs,
including, without limitation, all mortgage
and stamp taxes, title insurance premiums,
and escrow, filing and recording fees. In
the event any Property or Properties do not
close for any reason after FFCA's due
diligence has begun, Shoney's shall pay all
costs incurred for such diligence for that
Property or Properties.
C. Other Material Transaction Terms.
--------------------------------
Non-Disclosure: Prior to the Closing, except to the extent
required by law, neither Shoney's nor FFCA
shall make any public disclosure of this
Commitment or the transactions proposed by
this Commitment without the prior written
consent of the other party hereto.
Transfers,
Participations and
Securitization: The Loan Documents shall provide that FFCA
may, at any time, sell, transfer or assign
any Note, Deed of Trust and any of the
other Loan Documents, and any or all
servicing rights with respect thereto
(each, a "Transfer"), or grant
participations therein (each, a
"Participation"), or complete an asset
securitization vehicle selected by FFCA, in
accordance with all requirements which may
be imposed by the investors or the rating
agencies involved in such securitized
financing transaction, as selected by FFCA,
or which may be imposed by applicable
securities, tax or other laws or
regulations, including, without limitation,
laws relating to FFCA's status as a real
estate investment trust (each, a
"Securitization"). Shoney's and the
Borrowers agree to cooperate in good faith
with FFCA in connection with any Transfer,
Participation and/or Securitization,
including, without limitation, (i)
providing such documents, financial and
other date, and other information and
materials (the "Disclosures") which would
typically be required with respect to
Shoney's and the Borrowers by a purchaser,
transferee, assignee, servicer,
participant, investor or rating agency
involved
8
with respect to such Transfer,
Participation and/or the Securitization, as
applicable; provided, however, Shoney's and
the Borrowers shall not be required to make
Disclosures of any confidential information
or any information which has not previously
been made public unless required by
applicable federal or state securities
laws; and (ii) amending the terms of the
transactions evidenced by the Loan
Documents to the extend necessary so as to
satisfy the requirements of purchasers,
transferees, assignees, servicers,
participants, investors or selected rating
agencies involved in any such Transfers,
Participations or Securitization, so long
as such amendments would not change any of
the economic terms or provisions of the
transactions contemplated by this
Commitment or have a material adverse
effect upon Borrower or Shoney's or the
transactions contemplated by this
Commitment. Shoney's and the Borrowers
consent to FFCA providing the Disclosures,
as well as any other information which FFCA
may now have or hereafter acquire with
respect to the Property or the financial
condition of Shoney's and the Borrowers, to
each purchaser, transferee, assignee,
servicer, participant, investor or rating
agency involved with respect to each
Transfer, Participation and/or
Securitization, as applicable. FFCA and
Shoney's and the Borrowers shall each pay
their own attorneys' fees and other out-of-
pocket expenses incurred in connection with
the performance of their respective
obligations under this paragraph; provided,
however, that FFCA shall be responsible for
the preparation of any documents or
amendments contemplated by this paragraph.
Cross-Default and
Cross-Collateralization: The Mortgage Loan Documents between FFCA,
Shoney's and the Borrowers with respect to
the Mortgage Loans shall be cross-defaulted
and cross-collateralized with each other
and all other loan agreements, notes,
mortgages, deeds of trust and other
agreements now or hereafter entered into
between (or, in the case of notes and
guaranties, in favor of) (i) FFCA,
Franchise Finance Corporation of America or
any of its other subsidiaries and
affiliates, on the one hand, and (ii)
Shoney's, the Borrowers or any of their
subsidiaries or affiliates, on the other
hand.
9
Contingencies: The Mortgage Loans contemplated herein are
subject to the approval of (i) FFCA's Site
Review Department, (ii) the Board of
Directors of Shoney's and its senior
lending group, (iii) the rating agencies
customarily used by FFCA in connection with
its Securitizations, (iv) the final terms
of the debenture/subordinated debt
purchase, and (v) FFCA's Legal Department
with respect to pending litigation
affecting Shoney's.
D. Other Matters.
-------------
THE FOREGOING SUMMARY OF BASIC TERMS AND CONDITIONS IS NOT MEANT TO
BE NOR SHOULD IT BE CONSTRUED AS AN ATTEMPT TO DEFINE ALL OF THE TERMS AND
CONDITIONS REGARDING THE MORTGAGE LOANS. INSTEAD, IT IS INTENDED ONLY TO
OUTLINE CERTAIN BASIC POINTS OF THE BUSINESS UNDERSTANDING AROUND WHICH LEGAL
DOCUMENTATION WILL BE STRUCTURED. THE OUTLINED TERMS AND CONDITIONS ARE
SUBJECT TO FINAL DOCUMENTATION SATISFACTORY TO ALL PARTIES AND COMPLETE LEGAL
REVIEW AND APPROVAL OF ALL PERTINENT MATTERS.
This Commitment and the Mortgage Loans contemplated hereby, and the
obligation of FFCA to consummate the Mortgage Loans described in this
Commitment shall be subject to, in FFCA's reasonable judgment, there being no
adverse material change in (i) the financial condition of Shoney's or the
Borrowers, (ii) the franchise loan securitization capital markets, or (iii)
FFCA's ability to successfully consummate a Securitization therein.
Furthermore, this Commitment shall not be assignable by Shoney's or the
Borrower(s) or relied upon by any third party without the prior written
consent of FFCA, and shall be governed by the internal laws of the State of
Arizona, without giving effect to conflict of law principles. This
Commitment may be assigned by FFCA to an affiliate without the consent of
Shoney's or the Borrowers, and may be assigned to any entity with the ability
to perform its obligations hereunder with the prior consent of Shoney's,
which consent shall not be unreasonably withheld. This Commitment (i)
supersedes any previous discussions, agreements and/or proposal/commitment
letters relating to the Mortgage Loans, and (ii) may only be amended by a
written agreement executed by FFCA and Shoney's. FFCA reserves the right to
cancel this Commitment in the event (i) Shoney's has made any material
misrepresentations or withheld any information with regard to the Mortgage
Loans, or (ii) Shoney's or the Borrowers or their affiliates default on any
of their contractual obligations to FFCA or its affiliates.
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ANY ACTION ARISING OUT OF THIS COMMITMENT OR THE LOAN DOCUMENTS SHALL
BE PROSECUTED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN THE STATE OF
ARIZONA. FFCA, SHONEY'S AND THE BORROWERS WAIVE ANY RIGHT THEY MAY HAVE TO
A TRIAL BY JURY IN RESPECT TO ANY ACTION ARISING OUT OF THIS COMMITMENT.
SHONEY'S AND THE BORROWERS WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO SEEK OR
RECOVER FROM FFCA OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES
ANY AWARD OF SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN
CONNECTION WITH ANY DEFAULT BY FFCA UNDER THIS COMMITMENT.
Please indicate your acceptance of this Commitment by having a copy
of this Commitment signed and returned to FFCA to the attention of Michelle
M. Tegels, FFCA Acquisition Corporation, 17207 North Perimeter Drive,
Scottsdale, Arizona, 85255, together with a check in the sum of $495,000.00
payable to "FFCA Acquisition Corporation", within twenty (20) days from the
date hereof or this Commitment will automatically expire.
FFCA Funding Corporation
a Delaware corporation
By: /s/ Gregg Seibert
------------------------
Gregg Seibert
President and Managing Director
ACCEPTED AND AGREED TO on this 30th day of June, 2000.
Shoney's, Inc.
By:/s/ James M. Beltrame
-----------------------------
Printed Name James M. Beltrame
--------------------
Title CFO
---------------------------
11
Unit # Location St
------------------------------------------
1 1106 Saint Albans WV
2 1108 Parkersburg WV
3 1111 Huntington WV
4 1112 Princeton WV
5 1114 Teays WV
6 1115 Morgantown WV
7 1118 Bridgeport WV
8 1121 Lewisburg WV
9 1122 Ashland KY
10 1130 Charleston SC
11 1133 Waycross GA
12 1135 Statesboro GA
13 1136 Summerville SC
14 1138 Valdosta GA
15 1139 Hinesville GA
16 1140 Parkersburg WV
17 1145 Beaufort SC
18 1146 Richmond KY
19 1147 Lexington KY
20 1148 Lexington KY
21 1150 Christiansburg VA
22 1151 Kingsland GA
23 1153 Daphne AL
24 1154 Mobile AL
25 1156 Dalton GA
26 1162 Lake City FL
27 1164 Jacksonville FL
28 1166 Jacksonville FL
29 1170 Walterboro SC
30 1172 Pensacola FL
31 1178 Springfield MO
32 1189 Tallahassee FL
33 1192 Gadsden AL
34 1195 West Monroe LA
35 1197 Baton Rouge LA
36 1209 Murfreesboro TN
37 1214 Cookeville TN
38 1218 Gretna LA
39 1222 Shelbyville TN
40 1223 Nashville TN
41 1226 Lebanon TN
42 1228 Columbus GA
43 1229 New Orleans LA
44 1231 Franklin TN
45 1232 Hendersonville TN
46 1233 Montgomery AL
47 1234 Dothan AL
48 1237 Nashville TN
49 1242 Nashville TN
50 1244 Florence AL
51 1246 McMinnville TN
52 1251 Muscle Shoal AL
53 1252 Prattville AL
54 1255 Manchester TN
55 1259 Springfield MO
56 1260 Pearl MS
57 1261 Hattiesburg MS
58 1263 Vicksburg MS
59 1265 Calhoun GA
60 1267 Crossville TN
61 1273 Springfield MO
62 1280 Albertville AL
63 1284 Joplin MO
64 1292 Athens AL
65 1293 Baton Rouge LA
66 1301 Henderson KY
67 1303 Owensboro KY
68 1304 Vincennes IN
69 1312 Clarksville TN
70 1314 Glasgow KY
71 1322 Franklin KY
72 1324 Bellevue TN
73 1326 Winchester KY
74 1421 Troutville VA
75 1422 Lexington VA
76 1424 Richlands VA
77 1446 Ocala FL
78 1449 Gainesville FL
79 1450 Dunbar WV
80 1451 Logan WV
81 1452 Grayson KY
82 1456 Marietta OH
83 1457 Lancaster OH
84 1458 Dover OH
85 1470 Ridgeland MS
86 1471 Natchez MS
87 1473 Jackson MS
88 1474 Clinton MS
89 1481 Alexandria LA
90 1484 Beaumont TX
91 1488 Ruston LA
92 1491 Hardeeville SC
93 1502 Houma LA
94 1504 Gonzales LA
95 1505 New Iberia LA
96 1507 Lafayette LA
97 1508 Denham Springs LA
98 1510 Jennings LA
99 1511 Port Allen LA
100 1512 Natchitoches LA
101 1513 Picayune MS
102 1535 Ozark MO
103 1538 Rolla MO
104 1539 Branson MO
105 1540 Osage Beach MO
106 1543 Neosho MO
107 1562 Panama City FL
108 1563 Panama City FL
109 1564 Pensacola FL
110 1565 Pascagoula MS
111 1566 Foley AL
112 1568 Saraland AL
113 1571 Scottsboro AL
114 1573 Enterprise AL
115 1574 Greenville AL
116 1576 Wetumpka AL
117 1581 Staunton VA
118 1584 Martinsburg WV
119 1634 Waldorf MD
120 1670 Terre Haute IN
121 1772 Louisville KY
122 1777 Louisville KY
123 1778 Elizabethtown KY
124 1779 Radcliff KY
125 1781 Sheperdsville KY
126 2099 Kissimmee FL
127 2131 Gardendale AL
128 2177 Fayetteville NC
129 2181 Greensboro NC
130 2217 Battleboro NC
131 2220 Durham NC
132 2223 Winston Salem NC
133 2237 Myrtle Beach SC
134 2257 Chattanooga TN
135 2258 Birmingham AL
136 2288 Chattanooga TN
137 2338 Decatur AL
138 2347 Harrison AR
139 2349 Hot Springs AR
140 2378 Springdale AR
141 2380 Paris TN
142 2507 Kissimmee FL
