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EXHIBIT 4.10
AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT
This Amendment Number Two to Second Amended and Restated Loan
and Security Agreement ("Amendment") is entered into as of December 20, 1996,
by and between FOOTHILL CAPITAL CORPORATION, a California corporation
("Foothill"), and GREYHOUND LINES, INC., a Delaware corporation ("Borrower"),
in light of the following:
FACT ONE: Borrower and Foothill have previously entered into
that certain Second Amended and Restated Loan and Security Agreement dated as
of June 5, 1995, as amended by Amendment Number One dated as of April 12, 1996
(the "Agreement").
FACT TWO: Borrower and Foothill desire to further amend the
Agreement as provided for and on the conditions herein.
NOW, THEREFORE, Borrower and Foothill hereby amend and
supplement the Agreement as follows:
1. DEFINITIONS. All initially capitalized terms used in
this Amendment shall have the meanings given to them in the Agreement unless
specifically defined herein.
2. AMENDMENTS.
(a) The definition of "Fixed Asset Sublimit" is
hereby amended to read as follows:
"`Fixed Asset Sublimit' means,at any given
time of measurement, the sum of the Tranche A
Borrowing Base, the Tranche B Borrowing Base and the
Tranche C Borrowing Base, as each is then in effect
pursuant to the terms of Section 2.1(a)."
(b) The definition of "Maximum Credit" is hereby
amended to read as follows:
"`Maximum Credit' means at any given time,
the lower of (i) $105,000,000, and (ii) the sum of
(a) the Current Asset Sublimit plus (b) the amount of
the Tranche A Borrowing Base, plus (c) the Maximum
Tranche B Maximum Credit, plus (d) the amount of the
Tranche C Borrowing Base."
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(c) The following definitions are hereby added to
the Agreement:
"`Non-Core Real Property' means the Real
Property listed on Schedule N-1 to the Agreement,
owned by Borrower in fee."
"`Real Property Held for Sale' means the Real
Property listed on Schedule R-3 to the Agreement,
owned by Borrower in fee."
"`Tranche C Borrowing Base' has the meaning
set forth in Section 2.1(a)(iv)."
"`Tranche C Collateral' means the Real
Property listed on Schedule T-1 to the Agreement,
owned by Borrower in fee, secured by first priority
Mortgages as to which Foothill has obtained title
insurance policies in amounts and on terms and
conditions acceptable to Foothill, and as to which
Foothill has received acceptable Phase I
environmental reports."
(d) The definition of "Required Parcels" is
hereby deleted, and all references in the Agreement to "Required Parcels" shall
now refer to "Core Real Property Collateral" instead.
(e) Section 2.1 (a) of the Agreement is hereby
amended to read as follows:
"(a) Subject to the terms and conditions
of this Agreement, including the amount of the
Maximum Credit and the Maximum Borrowing Amount,
Foothill agrees to make revolving advances to
Borrower in an amount not to exceed the sum of:
(i) the lesser of: (x) 85% of
Borrower's Eligible Accounts, net of reserves
established pursuant to Section 2.1(b); (y)
an amount equal to Borrower's total cash
collections from all sources for the
immediately preceding 30 calendar day period;
and (z) the Current Asset Sublimit;
plus (ii) the lesser of: (x) 85% of the
bulk wholesale value of Collateral comprising
the Tranche A Borrowing Base, as determined
by Foothill; and (y) $62,500,000, which
amount is subject to reduction and/or
increase in accordance with the terms of this
Section 2.1(a)(ii) and Section 3.6 (the
"Tranche A Borrowing Base").
The amount of the Tranche A Borrowing
Base shall automatically be reduced in
amounts which equal: (1) $2,232,143 per
quarter (the "Quarterly Reduction"),
commencing January 1, 1998 and continuing on
the first day of each January, April, July
and October thereafter; (2) the higher of (x)
100% of the net
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proceeds received from the sale of any of the
Core Bus Collateral after the date of this
Agreement and (y) the minimum release price
for the Core Bus Collateral to be established
by Foothill in its reasonable credit
judgment; (3) the higher of (x) 100% of the
net proceeds received from the sale of any of
the Core Real Property Collateral (other than
Tranche C Collateral) after the date of this
Agreement and (y) the minimum release price
for the Core Real Property Collateral (other
than Tranche C Collateral) to be established
by Foothill in its reasonable credit
judgment; and (4) 10% of the net proceeds of
Non-Core Real Property (other than Tranche C
Collateral), which exceed an aggregate total
of $15,000,000, from the sale, subsequent to
December 1, 1996. In lieu of making the
dollar reductions of the Tranche A Borrowing
Base scheduled for January 1, 1998 and
thereafter, as set forth in clause (1) of the
prior sentence, Borrower may elect to pledge
to Foothill, to support the Tranche A
Borrowing Base, Tranche A Additional
Collateral consisting of buses having an
aggregate bulk wholesale value of at least
117.65% of such scheduled dollar reduction of
the Tranche A Borrowing Base, or redesignate
as Tranche A Additional Collateral certain
Vehicles currently constituting Tranche B
Collateral having an aggregate bulk wholesale
value of at least 117.65% of such scheduled
dollar reduction of the Tranche A Borrowing
Base.
plus (iii) such amount as shall be made
available in accordance with the terms of
this Section 2.1(a)(iii) (the "Tranche B
Borrowing Base"). The amount of the Tranche
B Borrowing Base shall be equal to 80% of
Borrower's actual cost (excluding costs of
acquisition and transportation) of the
Tranche B Collateral in which Foothill has
been granted a first priority, perfected
security interest from time to time by
Borrower, the Tranche B Borrowing Base (the
product thereof being (a) rounded down to the
nearest $1,000,000 if the amount over a
$1,000,000 increment is equal to or less than
$250,000, (b) rounded up to the nearest
$500,000 if the amount over a $1,000,000
increment is greater than $250,000 but less
than or equal to $500,000, (c) rounded up to
the nearest $750,000 if the amount over a
$1,000,000 increment is greater than $500,000
but less than or equal to $750,000 or (d)
rounded up to the nearest $1,000,000 if the
amount over a $1,000,000 increment is greater
than $750,000 but less than or equal to such
$1,000,000 increment) provided, however, the
availability and amount of the Tranche B
Borrowing Base is subject to the amount of
the Maximum Credit, and in no event shall the
amount of the Tranche B Borrowing Base ever
exceed the Maximum Tranche B Credit Amount;
provided, further, prior to any increase of
the Tranche B Borrowing Base, Borrower shall
have taken such actions with respect to such
Tranche B Collateral
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as Foothill shall require in accordance with
Section 4.4. For each separate item of
Tranche B Collateral pledged to Foothill in
accordance with the terms of this Section
2.1(a)(iii), the Tranche B Borrowing Base
shall thereafter be reduced on the first day
of the thirteenth month following the date
that such Tranche B Collateral was pledged to
Foothill, and continuing on the first day of
each third month thereafter by an amount
equal to 3.6% of the Tranche B Borrowing Base
attributable to such Tranche B Collateral
pledged to Foothill. Concurrently with each
such quarterly reduction, Borrower shall make
a principal reduction payment to Foothill in
such amount as shall be required in order to
reduce the principal balance of advances
owing under the Tranche B Borrowing Base to
the amount of the Tranche B Borrowing Base,
as so reduced on such date, together with all
accrued but unpaid interest on the amount of
such principal reduction payment calculated
in accordance with Section 2.5. At
Borrower's request, so long as an Event of
Default is not continuing, Foothill shall
release any security interests previously
granted to it in and upon the Tranche B
Collateral, or any portion thereof, or shall
redesignate as Tranche A Additional
Collateral certain Vehicles presently
constituting Tranche B Collateral; provided,
however, that concurrently therewith, the
Tranche B Borrowing Base shall be reduced to
an amount equal to the lesser of (i) 80% of
Borrower's actual cost (excluding costs of
acquisition and transportation) of the
Tranche B Collateral or (ii) the Tranche B
Borrowing Base attributable to such Tranche B
Collateral (if subject to the 3.6% quarterly
reduction), if any, which thereafter remains
subject to Foothill's security interest and
is designated as Tranche B Collateral (the
product thereof being rounded down to the
nearest $500,000 increment); provided,
further, that prior to any release or
redesignation of the Tranche B Collateral,
Borrower shall have made a principal
reduction payment to Foothill in such amount
as shall be required in order to reduce the
principal balance of advances owing under the
Tranche B Borrowing Base to the amount of the
Tranche B Borrowing Base, as reduced by the
amount of such release and/or redesignation
of the Tranche B Collateral, together with
all accrued but unpaid interest on the amount
of such principal reduction payment.
plus (iv) such amount as shall be made
available in accordance with the terms of
this Section 2.1(a)(iv) (the "Tranche C
Borrowing Base"). The amount of the Tranche
C Borrowing Base shall be equal to the lower
of: (a) 25% of the appraised Fair Market
Value of the Tranche C Collateral and (b)
$10,000,000 which amount shall be reduced
quarterly by $250,000 commencing on January
1, 1998 and continuing thereafter on the
first day of each subsequent April, July,
October and January. The Tranche
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C Borrowing Base shall be reduced by an
amount equal to the higher of (x) 100% of the
net proceeds received from the sale of any of
the Tranche C Collateral and (y) the minimum
release price for the Tranche C Collateral to
be established by Foothill in its reasonable
credit judgment. As soon as Foothill has
recorded first priority liens against
portions of the Tranche C Collateral, an
amount equal to the Tranche C Borrowing Base
then in effect shall be advanced by Foothill.
Except for scheduled payments and payments
resulting from the sale of Tranche C
Collateral, Borrower shall not prepay its
Obligations under the Tranche C Borrowing
Base until all Obligations under the Tranche
A Borrowing Base and Tranche B Borrowing Base
have been paid in full."
(f) Section 2.5(a) and (b) of the Agreement are
hereby amended to read as follows:
"(a) Interest Rate. All Obligations,
except for undrawn L/Cs and L/C Guarantees and
Obligations under the Tranche C Borrowing Base, shall
bear interest, on the average Daily Balance, at a per
annum rate equal to the Reference Rate plus the
Applicable Margin then in effect. All Obligations
under the Tranche C Borrowing Base shall bear
interest as provided in the preceding sentence plus
.25% per annum.
(b) Default Rate. All Obligations,
except for undrawn L/Cs and L/C Guarantees and
Obligations under the Tranche C Borrowing Base, shall
bear interest from and after the occurrence and
during the continuance of an Event of Default, at a
per annum rate equal for 4 percentage points above
the Reference Rate. From and after the occurrence
and during the continuance of an Event of Default,
the Obligations under the Tranche C Borrowing Base
shall bear interest at a per annum rate equal to 4.25
percentage points above the Reference Rate, and the
fee provided in Section 2.2(d) shall be increased to
a fee equal to 4% per annum times the average Daily
Balance of the undrawn L/Cs and L/C Guarantees that
were outstanding during the immediately preceding
month."
(g) Section 2.8(e) of the Agreement is hereby
amended by changing 1.25% to 1.00% of the increase in the Maximum Credit.
(h) Section 3.3 is hereby amended by deleting the
date "January 15, 1999" and replacing it with the date "June 30, 1999."
(i) Section 6.13 of the Agreement is hereby
amended to read as follows:
"6.13 FINANCIAL COVENANTS. Borrower shall
maintain:
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(a) Net Worth. Net Worth from the date
hereof through June 30, 1997, equal to or greater
than $105,000,000, and at September 30, 1997 and at
all times thereafter equal to or greater than
$125,000,000. Net Worth shall be measured at the end
of each of Borrower's fiscal quarters.
(b) Operating Ratio. An Operating Ratio
of not less than 1.25-1.0 through March 31, 1998, and
at June 30, 1998 and at all times thereafter of not
less than 1.50-1.0. Operating Ratio shall be measured
at the end of each of Borrower's fiscal quarters on a
rolling 4 quarter basis."
(j) Section 6.20 of the Agreement is hereby
amended to add the following sentence:
"Borrower shall grant to Foothill a first priority
lien on the Real Property covered by the BT Mortgages
within a reasonable period of time following the
release or reconveyance of each of such mortgages,
and such Real Property shall be then added to Core
Real Property Collateral."
(k) Section 7.4(i) of the Agreement is hereby
amended to read as follows:
"(i) so long as no Event of Default has
occurred and is continuing, Borrower may make: (a)
Permitted Note Redemptions, (b) sales of Real
Property or Vehicles so long as the proceeds of such
sales are applied in accordance with Section
2.1(a)(ii) or (iv), as applicable, (c) sales of real
estate and buses that do not constitute Real Property
or Vehicles, (d) sales of Equipment (other than
buses) for up to $5,000,000 in the aggregate in any
fiscal year, and (e) sale/leasebacks of hereafter
acquired buses;"
(l) The following schedules to the Agreement are
attached hereto; if such schedules are already schedules by the Agreement, then
they are hereby replaced:
Schedule C-1 Tranche A and Tranche B Collateral
Schedule C-2 Core Real Property Collateral
Schedule N-1 Non-Core Real Property
Schedule R-1 Real Property
Schedule R-3 Real Property Held for Sale
Schedule T-1 Tranche C Collateral
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby
affirms to Foothill that all of Borrower's representations and warranties set
forth in the Agreement are true, complete and accurate in all respects as of
the date hereof, except to the extent that they relate solely to an earlier
date in which case they shall be true, complete and accurate as of such earlier
date.
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4. WAIVER OF SECTION 7.10; NO DEFAULTS. For the fiscal
year ending December 31, 1996 only, Foothill hereby waives Section 7.10 of the
Agreement. After giving effect to the waiver contained in the preceding
sentence, Borrower hereby affirms to Foothill that no Event of Default has
occurred and is continuing as of the date hereof.
5. CONDITIONS PRECEDENT. The effectiveness of this
Amendment is expressly conditioned upon the following:
(a) Payment by Borrower to Foothill of an
amendment fee in the aggregate amount of $40,000, such fee to be charged to
Borrower's loan account pursuant to Section 2.5(d) of the Agreement;
(b) Payment by Borrower to Foothill of a facility
increase fee in the aggregate amount of $250,000, such fee to be charged to
Borrower's loan account pursuant to Section 2.5(d) of the Agreement;
(c) Receipt by Foothill of an executed copy of
this Amendment and any required mortgages and amendments to the Mortgages
(which shall be properly executed and acknowledged) or other Loan Documents;
and
(d) Receipt by Foothill of: (i) an executed
participation agreement with The First National Bank of Boston, and (ii)
executed amendments to the participation agreements with all existing
participants.
6. COSTS AND EXPENSES. Borrower shall pay to Foothill
all of Foothill's out-of-pocket costs and expenses (including, without
limitation, the reasonable fees and expenses of its counsel, which counsel may
include any local counsel deemed necessary, search fees, filing and recording
fees, fees and costs arising out of Mortgages on the Tranche C Collateral, the
amendments to the Mortgages and any policies of title insurance or endorsements
to policies of title insurance insuring the lien of any Mortgages,
documentation fees, appraisal fees, travel expenses, and other fees) arising in
connection with the preparation, execution, and delivery of this Amendment and
all related documents.
7. LIMITED EFFECT. In the event of a conflict between
the terms and provisions of this Amendment and the terms and provisions of the
Agreement, the terms and provisions of this Amendment shall govern. In all
other respects, the Agreement, as amended and supplemented hereby, shall remain
in full force and effect.
8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be
executed in any number of counterparts and by different parties on separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original. All such
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counterparts, taken together, shall constitute but one and the same Amendment.
This Amendment shall become effective upon the execution of a counterpart of
this Amendment by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By:
-------------------------------------
Title:
----------------------------------
GREYHOUND LINES, INC.,
a Delaware corporation
By:
-------------------------------------
Title:
----------------------------------
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The undersigned has executed a Security Agreement-Stock Pledge
in favor of Foothill Capital Corporation ("Foothill") collateralizing the
obligations of Greyhound Lines, Inc., ("Greyhound") owing to Foothill. The
undersigned acknowledges the terms of the above Amendment and reaffirms and
agrees that: its Security Agreement-Stock Pledge remains in full force and
effect; nothing in such Security Agreement-Stock Pledge obligates Foothill to
notify the undersigned of any changes in the financial accommodations made
available to Greyhound or to seek reaffirmations of the Security
Agreement-Stock Pledge; and no requirement to so notify the undersigned or to
seek reaffirmations in the future shall be implied by the execution of this
reaffirmation.
T & V HOLDING COMPANY,
a Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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SCHEDULE C-1
Tranche A and Tranche B Collateral
[TO BE PROVIDED BY FOOTHILL POST CLOSING]
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SCHEDULE C-2
Core Real Property Collateral
Albany, NY, 34 Xxxxxxxx
Albany, NY, 00 Xxxxxxx
Xxxxxxx, XX, 000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, XX, 218 and 000 Xxxxxxxx Xxxxxx
Xxxxxx, XX, 000 X. Xxxxxx
Xxxxxxxxxxx, XX, 0000 00xx Xxxxxx
Xxxxx Xxxxx, XX 0000 Xxxxxxx
Xxxxx Xxxxx, XX, 0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX, 000 Xxxxxxxx Xxxxxx
Xxxxxx, XX, 000 Xxxx Xxxxxx
Xxxxxxxxxx, XX, 000 X. 00xx Xxxxxx
Xxxxxx, XX 000 X 0xx
Xxxxxx, XX, 000-000 X. 0xx Xxxxxx
Xxxxxx, XX, 000-000-000 X. 0xx Xxxxxx
Xxxxxxxxxxx, XX, 0000 Xxxx Xx. Xxxxxxx
Xxxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxx, XX, 000 X. Xxxxxxx
Xxxxxxxxxx, XX, 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX, 0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX, 000 0xx
Xxxxxxxx, XX, 000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, XX, 000 X. 0xx
Xxxxxx, XX, 000 Xxxxxxxxxxx
Xxxxxx, XX, 000 X. Xxxxx
Xxxxxxx Xxxxx, XX, 000 X. Xxxxxxxxx
Xxxxxx, XX, 000 X. Xxxxxx
Xx Xxxx, XX, 000 X. Xxx Xxxxxxx
Xx Xxxx, XX, 000 X. Xxxx
Xxxxxx, XX, 000 Xxxxx
Xxxxxxxxxx, XX, 000 X.X. 0xx
Xxxxxxx, XX, 0000 Pacific
Flagstaff, AZ, 000 X. Xxxxxxx
Xxxxxxxx, XX, 000 X. Xxxx
Xxxxxx, XX 0000 Xxxxxxxx
Xxxxxxxxx, XX, 0000 X. Xxxx
Xxxxx, XX, 000 X. Xxxx
Xxxxxxx, XX, 0000 Xxxx
Xxxxxx Xxxx, XX, 1111 Xxxxxx
Klamath Falls, OR, 0000 Xxxxxxx
Xxxxxxxxx, XX, 000 X. Xxx
Xxxxxxx, XX, 000 X. Xxxxxx
00
00
Xxx Xxxxxxx, XX 0000 X. 0xx
Xxx Xxxxxxx, XX, 0000 Xxxx 0xx Xxxxxx
Xxx Xxxxxxx, XX, Atlantic & Xxxxxxxx Street
Louisville, KY, 000 Xxxxxxxx Xxx
Xxxxxxxxxx, XX, 000 X. 00xx Xxxxxx
Xxxxxxx, XX, 000 Xxxxx Xxxxxxxx
Xxxxxxx, XX, 0xx & Xxxxx Xxxxxx
Xxxxxxx, XX, 000 Xxxxx
Xxxxx, XX, 00 XX 00xx
Xxxxxxx, XX, 0000 X. Xxxxx
Xxxxxxxx, XX, 1660 W. Broadway
Mobile, AL, 2545 Government
Oakland, CA, 0000 Xxx Xxxxx
Xxxxxxx, XX 000 X. 0xx
Xxxxx, XX 000 X. 00xx
Xxxxxxxxxx, XX, 000 Xxxxxx
Xxxxxxx, XX, 0000 Xxxx Xxxxxxxx Xxx. Xxxx.
Xxxxxxx, XX, 000 X. 0xx
Xxxxxxxxxx, XX, 0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX, 000 X. Xxxxx
Xxxxxxx, XX, 1321 Butte
Richmond, VA, 2709 Hermitage
Richmond, VA, 0000 Xxxxx Xxxxxxxxx
Xxx Xxxxxxxxx, XX, 1140 0xx
Xxxxx Xx, XX, 000 Xx. Xxxxxxx'x
Xxxxxxxx, XX, 000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX, 000 Xxxxxx
Xx. Xxxxx, XX, 0000 X. 00xx
Xx. Xxxxx, XX, 0000-00 Xxxx Xxxxxx
Xxxxxxxxxxx, XX, 000 X. Xxxxxxxxx
Xxxxx, XX, 000 Xxxx Xxxx
Xxxxx, XX, Xxxxxx & Xxxx Streets
Topeka, KS, 000 X.X. 0xx
Xxxxxx, XX, 000 Xxxxxxxx
Xxxxxxxxxx, XX, 0000 9th
Tyler, TX, 000 X. Xxxx X'Xxx
Xxxxxxxx, XX, 000 X. Xxx
Xxxxxxxxxx, D.C., 0000 Xxxxx Xxxxxx X.X.
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SCHEDULE N-1
Non-Core Real Property
Abilene, TX, 000 Xxxxx
Xxxxxxxxxxx, XX, 000 Xxxxxx
Xxxxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxxx, XX, 000 X. Xxxxxx
Xxxxxxx, XX, 0000 Xxxxxxx
Xxxxxxxx, XX, 0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX, 81 Xxxxxxxx
Xxxxx, XX, 0000 Xxxxxxx
Xxxxxxxxx, XX, 0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX, 000 Xxxxxx
Xxxxxxxxx, XX, 000 X. Xxxxx
Xxxxxxxxxxxxxxx, XX, 000 X. Xxxx
Xxxxxxx, XX, 000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, XX, Xxxxxx Court, N.E.
Xxxxxxxxx, XX, 0000-0000 E. 00 Xxxxxx
Xxxxx, XX, 000 X. Xxxxx
Xxxxxx, XX, 0000 00xx
Xxxxxx, XX, 0000 Xxxxxx Xxxxxx
Xx Xxxxxx, XX, 000 Xxxxx
Xxxx Xxxxx, XX, 929 Lafayette
Fredericksburg, VA, U.S. Xxxxx 0 Xxxxxx
Xxxxxxxxx, XX, 000 X. Xxxx
Xxxxxxxxx, XX, 000 X. Xxxxxxxx
Xxxxx, XX, 00-000 Xxxxx
Xxxxx, XX, 0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX, 000 Xxxxxxxx
Xx Xxxxxx, XX, 000 X. 0xx
Xxxxxxx, XX, 000 X. Xxxxxxxxxx
Xxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxxxx, XX, 000 X. 0xx
Xxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxxx, XX, 000 X. Xxxxxxx
XxXxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxxxx, XX, 000 0xx
Xxxxx, XX, 0000 Xxxxx
Xxxxxxxx, XX, 000 Xxxxxxxx
Xxxxxxxx, XX, 000 Xxxxxxxxxx
Xxxxxx, XX, 000 X. Xxxxxxxxx
Xxx Xxxxx, XX, 539 First
Xxxxxxx, XX, 0000 Xxxxx
Syracuse, NY, 000 Xxxx Xxxxxxxxx Xxxx
00
00
Xxxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxx-Xxxxx, XX, 250 Greyhound
Yakima, WA, 602 E. Yakima
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SCHEDULE R-1
Real Property
Abilene, TX, 000 Xxxxx
Xxxxxx, XX, 34 Xxxxxxxx
Albany, NY, 00 Xxxxxxx
Xxxxxxxxxxx, XX, 000 Xxxxxx
Xxxxxxxxxx, XX, 000 Xxxxxx Xxxxxx
Xxxxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxxx, XX, 000 X. Xxxxxx
Xxxxxxx, XX, 0000 Xxxxxxx
Xxxxxxx, XX, 000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, XX, 218 and 000 Xxxxxxxx Xxxxxx
Xxxxxx, XX, 000 X. Xxxxxx
Xxxxxxxxxxx, XX, 0000 00xx Xxxxxx
Xxxxx Xxxxx, XX 0000 Xxxxxxx
Xxxxx Xxxxx, XX, 0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX, 000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX, 0000 Xxxxx Xxxxxx Xxxxx
Xxxxxx, XX, 000 Xxxx Xxxxxx
Xxxxxxxxxx, XX, 000 X. 00xx Xxxxxx
Xxxxxxxxxxx, XX, 81 Xxxxxxxx
Xxxxx, XX, 0000 Xxxxxxx
Xxxxxx, XX 000 X 0xx
Xxxxxx, XX, 000-000 X. 0xx Xxxxxx
Xxxxxx, XX, 000-000-000 X. 0xx Xxxxxx
Xxxxxx, XX, 000-000 X. 0xx Xxxxxx
Xxxxxxxxxxx, XX, 0000 Xxxx Xx. Xxxxxxx
Xxxxxxxxx, XX, 0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX, 000 Xxxxxx
Xxxxxxxxx, XX, 000 X. Xxxxx
Xxxxxxxxxxxxxxx, XX, 000 X. Xxxx
Xxxxxxx, XX, 000 X. Xxxxxx Xxxxxx
Xxxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxx, XX, 000 X. Xxxxxxx
Xxxxxxxxxx, XX, 0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX, 0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX, 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX, Xxxxxx Court, N.E.
Xxxxxxxxx, XX, 0000-0000 E. 00 Xxxxxx
Xxxxxxxxx, XX, 0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX, 000 0xx
Xxxxxxxx, XX, 000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, XX, 000 X. 0xx
00
00
Xxxxxx, XX, 000 Xxxxxxxxxxx
Xxxxxx, XX, 000 X. Xxxxx
Xxxxxx, XX, 0000 X. Xxxxx Xxxxxx
Xxxxxxx Xxxxx, XX, 000 X. Xxxxxxxxx
Xxxxx, XX, 000 X. Xxxxx
Xxxxxx, XX, 2450 Xxxxxx Xxxxxx
Xxxxxx, XX, 0000 19th
Dothan, AL, 000 X. Xxxxxx
Xx Xxxxxx, XX, 000 Xxxxx
Xx Xxxx, XX, 000 X. Xxx Xxxxxxx
Xx Xxxx, XX, 000 X. Xxxx
Xxxxxx, XX, 000 Xxxxx
Xxxxxxxxxx, XX, 000 X.X. 0xx
Xxxxxxx, XX, 0000 Pacific
Flagstaff, AZ, 000 X. Xxxxxxx
Xxxxxxxx, XX, 000 X. Xxxx
Xxxx Xxxxx, XX, 929 Lafayette
Fredericksburg, VA, U.S. Xxxxx 0 Xxxxxx
Xxxxxx, XX 0000 Xxxxxxxx
Xxxxxxxxx, XX, 000 X. Xxxx
Xxxxx Xxxxxx, XX, 0000 Xxxxxxx Xxxxxx X.X.
Xxxxxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxxxx, XX, 0000 X. Xxxx
Xxxxx, XX, 000 X. Xxxx
Xxxxxxx, XX, 0000 Xxxxxx Xxxxxx
Xxxxxxx, XX, 0000 Xxxxxx Xxxxxx
Xxxxxxx, XX, 0000 Main
Indio, CA, 00-000 Xxxxx
Xxxxx, XX, 0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX, 0000 X.X. Xxxxxxx 00 X.
Xxxxxx Xxxx, XX, 1111 Troost
Xxxxxxx Xxxxx, XX, 0000 Klamath
Knoxville, TN, 000 Xxxxxxxx
Xx Xxxxxx, XX, 000 X. 0xx
Xxxxxxxxx, XX, 000 X. Xxx
Xxxxxxx, XX, 000 X. Xxxxxxxxxx
Xxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxxxx, XX, 000 X. 0xx
Xxxxxxx, XX, 000 X. Xxxxxx
Xxx Xxxxxxx, XX 0000 X. 0xx
Xxx Xxxxxxx, XX, 0000 Xxxx 0xx Xxxxxx
Xxx Xxxxxxx, XX, Atlantic & Xxxxxxxx Street
Louisville, KY, 000 Xxxxxxxx Xxx
Xxxxxxxxxx, XX, 000 X. 00xx Xxxxxx
Xxxxxx, XX, 000 X. Xxxxxxxx
XxXxxxx, XX, 000 X. Xxxxxxxx
00
00
Xxxxxxxx, XX, 000 X. Xxxxxxx
Xxxxxxx, XX, 000 Xxxxx Xxxxxxxx
Xxxxxxx, XX, 0xx & Xxxxx Xxxxxx
Xxxxxxx, XX, 000 X. Xxxx Xxxxxx
Xxxxxxx, XX, 000 X. Xxxxx Xxxxxx
Xxxxxxx, XX, 00 X. Xxxxxxxx Xxxxxx
Xxxxxxx, XX, 000 Xxxxx
Xxxxx, XX, 00 XX 00xx
Xxxxxxx, XX, 0000 X. Xxxxx
Xxxxxxxx, XX, 1660 W. Broadway
Mobile, AL, 2545 Government
Nashville, TN, 000 0xx
Xxxxxxx, XX, 0000 Xxx Xxxxx
Xxxxx, XX, 0000 Xxxxx
Xxxxxxx, XX 000 X. 0xx
Xxxxx, XX 000 X. 00xx
Xxxxxxxxxx, XX, 000 Xxxxxx
Xxxxxxx, XX, 0000 Xxxx Xxxxxxxx Xxx. Xxxx.
Xxxxxxx, XX, 000 X. 0xx
Xxxxxxxxxxx, XX, 000 0xx Xxxxxx
Xxxxxxxxxx, XX, 000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX, 0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX, 000 Xxxxxxxx
Xxxxxxx, XX, 000 X. Xxxxx
Xxxxxxxx, XX, 000 Xxxxxxxxxx
Xxxxxxx, XX, 0000 Butte
Richmond, VA, 2709 Hermitage
Richmond, VA, 0000 Xxxxx Xxxxxxxxx
Xxxxxx, XX, 000 X. Xxxxxxxxx
Xxxxxxx, XX, Xxxxxxx Place & Market St. Alley
San Antonio, TX, 0000 X. Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX, 000 Xxxxx Xxxxxx
Xxx Xxxxx, XX, 539 First
Xxx Xxxxxxxxx, XX, 0000 0xx
Xxxxx Xx, XX, 000 Xx. Xxxxxxx'x
Xxxxxxxx, XX, 000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX, 0000 Xxxxx
Shreveport, LA, 000 Xxxxxx
Xx. Xxxxx, XX, 0000 X. 00xx
Xx. Xxxxx, XX, 0000-00 Xxxx Xxxxxx
Xxxxxxxx, XX, 000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX, 000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX, 000 Xxxxxxxx Xxxxxxxxx Xxxx
Xxxxxxxxxxx, XX, 000 X. Xxxxxxxxx
Xxxxx, XX, 000 Xxxx Xxxx
Xxxxx, XX, Xxxxxx & Xxxx Xxxxxxx
00
00
Xxxxxx, XX, 000 X.X. 0xx
Xxxxxx, XX, 000 Xxxxxxxx
Xxxxxxxxxx, XX, 0000 9th
Tyler, TX, 000 X. Xxxx X'Xxx
Xxxxxxxx, XX, 000 X. Xxx
Xxxxxxxxxx, D.C., 0000 Xxxxx Xxxxxx X.X.
Xxxxxxxxxx, X.X., 1345 New York Avenue, N.E.
Washington, D.C., 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX, 000 Xxxxx Xxxxxx
Xxxxxxx, XX, 000 X. Xxxxxxxx
Xxxxxxx-Xxxxx, XX, 250 Greyhound
Yakima, WA, 602 E. Yakima
18
19
SCHEDULE R-3
Real Property Held For Sale
Alexandria, LA, 000 Xxxxxx Xxxxxx
Xxxxxx, XX, 000-000 X. 0xx Xxxxxx
Xxxxxxxxxx, XX, 0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX, 0000 Xxxxxxxx Xxxxxx
Xxxxxx, XX, 0000 X. Xxxxx Xxxxxx
Xxxxx Xxxxxx, XX, 0000 Xxxxxxx Xxxxxx X.X.
Xxxxxxx, XX, 0000 Xxxxxx Xxxxxx
Xxxxxxx, XX, 0000 Xxxxxx Xxxxxx
Xxxxxxx, XX, 0000 X.X. Xxxxxxx 00 X.
Xxxxxxx, XX, 000 X. Xxxx Xxxxxx
Xxxxxxx, XX, 000 X. Xxxxx Xxxxxx
Xxxxxxx, XX, 00 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX, 000 0xx Xxxxxx
Xxxxxxxxxx, XX, 000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX, Xxxxxxx Place & Market St. Alley
San Antonio, TX, 0000 X. Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX, 000 Xxxxx Xxxxxx
Xxxxxxxx, XX, 000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX, 000 Xxxxxxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, D.C., 1345 New York Avenue, N.E.
Washington, D.C., 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX, 000 Xxxxx Xxxxxx
19
20
SCHEDULE T-1
Tranche C Collateral
Atlanta, GA, 000 Xxxxxxxxx Xxxxxx, XX
Xxxxxx, XX, 000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX, 000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX, 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, XX, 000 Xxxx Xxxx Xxxxxx
Xxxxxx, XX, 000 Xxxxxxxxxxx Xxxxxx
Xx Xxxx, XX, 000 Xxxx Xxxx Xxxxx
Xx Xxxx, XX, 000 Xxxx Xxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX, 0000 Xxxx 0xx Xxxxxx
Xxx Xxxxxxx, XX, 0000 Xxxx 0xx Xxxxxx
Xxxxx, XX, 00 XX 00xx Xxxxxx
Xxxxxxx, XX, 00000 San Pablo Avenue
Pittsburgh, PA, 0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX, 0000 Xxxxxxxxx Xxxx
Xxx Xxxxxxxxx, XX, 0000 0xx Xxxxxx
Xx. Xxxxx, XX, 0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxxxx, XX, 000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx, XX, 000 Xxxx Xxxx Xxxxxx
20
