Exhibit 10.9.6
FIRST AMENDMENT TO
LOAN AGREEMENT AND LOAN DOCUMENTS
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS ("Amendment")
dated as of the 28th of June, 1996, is made and entered into on the terms
and conditions hereinafter set forth, by and between FACTORY CARD OUTLET OF
AMERICA LTD., an illinois corporation ("Borrower"), and SIRROM CAPITAL
CORPORATION, a Tennessee corporation ("Lender").
WITNESSETH:
WHEREAS, Lender made a term loan to Borrower in the original principal
amount of Four Million and No/100ths Dollars ($4,000,000) (the "Loan") on the
terms and conditions set forth in that certain Loan Agreement dated as of
November 15, 1995, by and between Lender and Borrower (as now or hereafter
amended, the "Loan Agreement"); capitalized terms used herein but not otherwise
defined shall have the meanings ascribed thereto in the Loan Agreement; and
WHEREAS, the Loan is further evidenced and secured by certain agreements,
documents and instruments as more particularly described in the Loan Agreement
and defined therein as the "Loan Documents"; and
WHEREAS, Borrower desires to borrow from Lender and Lender desires to lend
to Borrower One Million and No/100ths Dollars ($1,000,000) (the "Additional
Loan"), all on the terms and conditions set forth in the Loan Agreement, secured
and evidenced by among other things (a) a security interest in certain personal
property granted pursuant to that certain Security Agreement dated as of
November 15, 1995, by and between Lender and Borrower (the "Security
Agreement"); and (b) a Guaranty Agreement dated as of November 15, 1995, by and
between FCOA Acquisition Corp. ("Guarantor") and Lender (the "Guaranty").
WHEREAS, this Amendment shall amend the Loan Documents.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:
1. The first recital to the Loan Agreement is hereby amended to read in its
entirety as follows:
WHEREAS, Borrower has requested that Lender make available to Borrower
a term loan in the original principal amount of Four Million and
No/l00ths Dollars ($4,000,000.00) (the "Original Loan"), on the terms
and conditions hereinafter set forth, and for the purpose(s)
hereinafter set forth, and an additional term loan in the original
principal amount of One Million and No/100ths Dollars ($1,000,000.00)
(the "Additional Loan") (the Original Loan and the Additional Loan are
sometimes referred to herein collectively as the "Loan") on the terms
and conditions set forth in that certain First Amendment to Loan
Agreement and Loan Documents dated as of June 28 1996 (the
"Amendment"); and
2. The second sentence of Section 1.1 of the Loan Agreement is hereby
amended to read in its entirety as follows:
The Original Loan shall be evidenced by a promissory note (the "First
Note") in the original principal amount of $4,000,000, substantially
in the form of Exhibit A attached hereto and incorporated herein by
this reference, dated November 15, 1995, executed by Borrower in favor
of Lender, and the Additional Loan shall be evidenced by a promissory
note (the "Second Note") in the original principal amount of
$1,000,000, substantially in the form of Exhibit A attached to the
Amendment, executed by Borrower in favor of Lender (the First Note and
the Second Note shall be referred to herein collectively as the
"Note").
3. The obligations of Borrower in connection with and/or relating to the
Additional Loan are further evidenced and/or secured by the Loan Documents.
4. Upon satisfaction of the conditions set forth in Section 10 hereof,
Lender shall immediately disburse the proceeds of the Additional Loan to
Borrower by wire transfer upon instructions therefor given to Lender.
5. Borrower hereby represents and warrants to Lender that all of the
representations made in Section 2.1 of the Loan Agreement are true and correct
as of the date hereof, except as modified or supplemented by Schedule 5 attached
hereto and incorporated herein by this reference.
6. Section 7.9 of the Loan Agreement is amended to substitute Xxxx Xxxxxxxx
for Xxxxxx Xxxxx.
7. Schedule 3(f) of the Security Agreement is amended to substitute
Schedule 7 attached hereto in place thereof. Borrower hereby represents and
warrants to Lender that
2
except as amended by Schedule B attached hereto all representations regarding
Borrower's location(s) set forth in Section 3(f) of the Security Agreement are
true and correct as of the date hereof.
8. Borrower shall pay to Lender a processing fee of $20,000 in connection
with the Additional Loan at closing.
9. Borrower shall use the proceeds of the Additional Loan for working
capital, repayment of indebtedness to Bank One, Chicago, NA, and closing costs.
10. The obligation of Lender to fund the Additional Loan on the date hereof
is subject to Borrower's satisfaction of each of the following:
(a) delivery to Lender of the Second Note;
(b) delivery to Lender of a Stock Purchase Warrant executed by Guarantor,
substantially in the form of Exhibit B attached hereto, together with a warrant
valuation letter in form and substance acceptable to Lender;
(c) delivery to Lender of copies of articles of incorporation and other
publicly filed organizational documents of Borrower and Guarantor, certified by
an authorized officer of Borrower or a public official in the jurisdiction in
which Borrower is incorporated;
(d) delivery to Lender of an opinion of Pitney, Xxxxxx, Xxxx & Xxxxx, as
Borrower's and Guarantor's counsel, of even date herewith, in form and substance
acceptable to Lender's counsel, Xxxxxxxxx & Xxxxxx, PLLC;
(e) delivery to Lender of an amendment to that certain Intercreditor
Estoppel Agreement dated November 15, 1995, by and between Bank One, Chicago, NA
and Lender (the "Intercreditor Agreement"), executed by Borrower and Bank One,
Chicago, NA, reflecting that the Additional Loan shall be deemed part of the
Subordinate Loan (as defined in the Intercreditor Agreement) and that Lender
shall be entitled to the same rights and benefits under the Intercreditor
Agreement for the Additional Loan as for the Loan and otherwise in form and
substance acceptable to Lender.
(f) delivery to Lender of resolutions of Borrower's and Guarantor's Boards
of Directors authorizing the Additional Loan, the issuance of the stock purchase
warrant in connection therewith and the reservation of the shares to be Issued
in connection with such warrant (as applicable); and
(g) delivery to Lender of SBA forms 480, 652 and 1031 (Parts A and B)
completed and executed by Borrower.
3
11. The terms "Loan Document" and "Loan Documents" as defined in the Loan
Agreement are amended to include this Amendment, the Second Note and any and all
other instruments and documents executed by Borrower, now or hereafter,
evidencing, securing or in any way related to the indebtedness evidenced by the
First Note and/or the Second Note.
12. Except as modified and amended hereby, the Loan Documents shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or
have caused this Amendment to be executed by their duly authorized officers, as
of the day and year first above written.
BORROWER: LENDER:
FACTORY CARD OUTLET OF SIRROM CAPITAL CORPORATION,
AMERICA LTD., an Illinois corporation a Tennessee corporation
By:/s/ [illegible] By:/s/ [illegible]
--------------- ---------------
Title: Pres & CEO Title: CFO
ACKNOWLEDGED AND AGREED TO:
The undersigned Guarantor joins in the execution of this Amendment for
purposes of acknowledging and agreeing that guaranty obligations reflected in
the Guaranty also cover and include the Additional Loan.
FCOA ACQUISITION CORP., a Delaware
corporation
By:/s/ [illegible]
---------------
Title: Chairman
4
SCHEDULE 5
Modifications of and Supplements to
Representations and Warranties
5
SCHEDULE 2.1(a) TO LOAN AGREEMENT
Foreign Qualifications
Borrower and Guarantor are in good standing in all jurisdictions in which
they are incorporated or qualified to do business as a foreign corporation.
SCHEDULE 2.1(e) TO LOAN AGREEMENT
Capitalization
1. Borrower - none.
2. Guarantor - see attached capitalization table as of March 27, 1996.
The amount of common stock shown as outstanding (231,000) on the
attached table was also the "outstanding" number as of November 15,
1995 (rather than the 216,000 indicated in Schedule 2.1(a) to the
original Loan Agreement).
Schedule 2.1(j)
Borrower is not in compliance with all financial covenants required by the
Business Loan Agreement (the Agreement) dated November 10, 1995, among Borrower,
Guarantor and Bank One, Chicago, N.A. Since February, 1996, the Borrower's Fixed
Cost Coverage Ratio has not been within 90% of the projections furnished to Bank
One, Chicago, N. A., as required by the Agreement. In addition, at March 30,
1996, the Borrower's Leverage Ratio exceeded the minimum of 4.00 to 1.00 allowed
under the Agreement.
The Borrower was granted a waiver of these covenants by Bank One, Chicago, N.A.
As provided is the waiver, Bank One, Chicago, N.A. waived the Leverage Ratio for
the quarter ended March 30,1996, and released the Borrower from the Fixed Cost
Coverage Ratio for the remainder of term of the Agreement. (Refer to the
attached waiver.)
Arlington Heights Office Tel 000 000 0000
000 Xxxxx Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxxx Xxxxxxx Xxxxxxxx 00000 1930
[LOGO] BANK-ONE(C)
June 27, 1996
Xx. Xxxxxxx X. Xxxxxxx
President and CEO
Factory Card Outlet of America Ltd.
000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Re: Waiver Letter
Dear Charlie:
Please accept this letter as a modification to specific financial covenants
contained in the Business Loan Agreement and Rider ( collectively referred to as
the "Business Loan Agreement") dated November 10, 1995 as executed by Factory
Card Outlet of America Ltd., FCOA Acquisition Corporation ( referred to jointly
and severally as "Borrower") and Bank One, Chicago, NA ("Bank") for loans made
to Borrower by Bank as described in the Business Loan Agreement.
Item 3 of the Business Loan Agreement specifically addresses the Fixed Cost
Coverage Ratio. Effective March 31, 1996 the Bank agrees to waive enforcement of
the Fixed Cost Coverage Ratio as an event of default through December 31, 1996.
Item 4 of the Business Loan Agreement specifically addresses the Leverage Ratio.
Heretofore, the Leverage Ratio of the Borrower has been limited to 4.00:1.00. Be
advised that the Bank hereby agrees to temporarily waive enforcement of the
Leverage Ratio for the quarter ending March 31, 1996. Enforcement of the
Leverage Ratio at the 4.00:1.00 limit will be reinstated beginning June 30, 1996
and each subsequent calendar quarter, thereafter.
Please be advised that all of the other articles, provisions and covenants
contained in the Business Loan Agreement remain in full effect.
Sincerely
/s/ Xxxxx X. Xxxxxxxx
--------------------
Xxxxx X. Xxxxxxxx
Vice President
SCHEDULE 2.1(1) TO LOAN AGREEMENT
Debts and Liens
Debt
1. Credit Agreements:
Business Loan Agreement among Borrower, Guarantor and Bank One,
Chicago, N.A. ("Bank One") dated November 10, 1995, increasing
Borrower's current secured line of credit to $20,000,000.00.
Principal amount outstanding as of June 21, 1996 is
$12,565,000.00, exclusive of the $1,500,000.00 term loan
described below.
Bank One extended a term loan to Borrower on May 1, 1995 in the
principal amount of $1,500,000.00 to purchase computer equipment
pursuant to the terms of Borrower's prior line of credit
facility.
2. Indentures - none.
3. Purchase Agreements - none.
4. Promissory Notes and other evidences of indebtedness:
Business Purpose Revolving Promissory Note from Borrower and
Guarantor to Bank One dated November 10, 1995 in the principal
amount of $15,000,000.00 to evidence a portion of the line of
credit described in #1 above.
Business Purpose Revolving Promissory Note from Borrower and
Guarantor to Bank One dated November 10, 1995 in the principal
amount of $5,000,000.00 to evidence a portion of the line of
credit described in #1 above.
Promissory Note from Borrower to Bank One dated May 1, 1995 in
the principal amount of $1,500,000.00 to evidence the term loan
described in #1 above.
Various installment notes payable in connection with purchases of
motor vehicles, due in monthly installments through 1999, with
interest rates ranging from 2.9% to 11%. $118,276 outstanding as
of June 21, 1996.
Life insurance policy loans in the amount of $101,165 as of July
1, 1995.
Secured Promissory Note from Borrower to Sirrom Capital
Corporation ("Sirrom") dated November 15, 1995 in the principal
amount of $4,000,000 to evidence a term loan.
Secured Promissory Note from Borrower to Sirrom dated June 28,
1996 in the principal amount of $1,000,000 to evidence a term
loan.
5. Guaranties:
Guarantor has guaranteed the obligations of Borrower to Bank One
under the term loan described in item #1 above.
Guarantor has guaranteed the obligations of Borrower to Sirrom
under the terms loans described in item #1 above.
6. Capital Leases:
Various equipment capital leases with maturities through 2000.
$260,369 outstanding as of June 21, 1996.
7. Other - none.
Liens
1. Non-Titled Personal Property Security Agreement between Borrower
and Bank One granting a blanket lien on all of Borrower's assets
to secure the $20,000,000.00 line of credit described in #1
above.
2. Commercial Security Agreement between Borrower and Bank One
granting a purchase money security interest in certain computer
equipment and software purchased with the proceeds of the term
loan described in #1 above.
3. Security interest granted in certain motor vehicles to secure the
installment notes described in #4 above.
4. Borrower's landlord for Borrower's facility at 0000 Xxxx Xxxxxx
Xxxxx, Xxxxxxxxxxxx, Xxxxxxx, has filed a UCC-l financing
statement in connection with inventory, equipment and fixtures
located at or used in connection with such facility.
5. Security Agreement between Borrower and Sirrom, dated November
15, 1995, to secure the promissory notes described in #4 above.
SCHEDULE 7
Modifications of and Supplements to
Representations and Warranties
of Security Agreement
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 1
Reg
Store ....................... Managers................ Phone Numbers......
101 BUFFALO GROVE MGR - XXXXXXX XXXXXXX (000) 000-0000 4,485 RETAIL SQ. FT. DIST: 44
PLAZA VERDE CENTER FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXX XXXXXX XXXX Open 6/05/85 SAT 9:00 - 6:00
BUFFALO GROVE SUN 10:00 - 5:00
IL 60089
102 VILLA PARK MGR - XXXXX XXXXXXX (000) 000-0000 8,403 RETAIL SQ. FT. DIST: 00
XXXXX XXXX XXXXXX ASST - XXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
000 XXXX XXXXXXXXX XXXX XXXXXX XXXXXX Open 9/26/85 SAT 9:00 - 6:00
VILLA PARK XXXXXXX XXXXXXX SUN 10:00 - 6:00
IL 60181
103 ROLLING XXXXXXX MGR - XXX LEN (000) 000-0000 4,711 RETAIL SQ. FT. DIST: 00
XXXXXXX XXXX XXXX XXXX - XXXXXXXXX X'XXXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00
0000 XXXX XXXX XXXX Open 10/24/85 SAT 10:00 - 6:00
ROLLING XXXXXXX SUN 11:00 - 5:00
IL 60008
104 NILES MGR - XXXXXXX XXXXXXXX (000) 000-0000 9,840 RETAIL SQ. FT. DIST: 44
VILLAGE CROSSING S/C FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXXXX Open 11/07/85 SAT 9:00 - 9:00
NILES SUN 9:00 - 5:00
IL 60714
105 BLOOMINGDALE MGR - XXXXXX XXXXX (000) 000-0000 9,850 RETAIL SQ. FT. DIST: 00
XXXXXXXXXXXX XXXXX #000 ASST - XXX XXXXXX FAX (000) 000-0000 MON-FRI 9:30 - 9:00
000 XXXX XXXX XXXXX XXXX Open 10/01/89 SAT 9:00 - 6:00
BLOOMINGDALE SUN 10:00 - 5:00
IL 60108
107 ST. XXXXXXX MGR - XXXXX XXXXX (000) 000-0000 4,290 RETAIL SQ. FT. DIST: 13
PIANO FACTORY 1B ASST - XXXX XXXXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00
000 X XXXXX XXXXXX Open 5/29/86 SAT 10:00 - 6:00
ST XXXXXXX SUN 11:00 - 5:00
IL 60174
108 MT. XXXXXX MGR - XXXXXX XXXXXXXX (000) 000-0000 4,100 RETAIL SQ. FT. DIST: 61
XXXX FACTORY OUTLET FAX (000) 000-0000 MON-FRI 9:00 - 7:00
000 XXXXXX XXXXXX Open 6/24/94 SAT 9:00 - 7:00
XX XXXXXX, XX 00000 SUN 11:00 - 5:00
IL 62864
109 DARIEN MGR - XXXXX XXXXX (000) 000-0000 8,220 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXX CENTER ASST - XXXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXXXX XXXXXX XXXXX MISTAKOVICH Open 10/24/86 SAT 9:00 - 6:00
DARIEN SUN 11:00 - 6:00
IL 60559
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 2
Reg
Store ....................... Managers................ Phone Numbers......
110 EVANSTON MGR - OPEN (000) 000-0000 4,128 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXX XXXXXXXX Open 5/21/87 SAT 9:00 - 6:00
EVANSTON SUN 9:00 - 5:00
IL 60201
113 JOLIET MGR - XXXXX XXXXXX (000) 000-0000 9,712 RETAIL SQ. FT. DIST: 00
XXXXX XXXXXX XXXXXX ASST - XXXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXXXX XXXX Open 10/01/89 SAT 9:00 - 9:00
JOLIET SUN 10:00 - 5:00
IL 60435
114 LIBERTYVILLE MGR - XXXXX XXXXXXX (000) 000-0000 3,340 RETAIL SQ. FT. DIST: 44
RED TOP PLAZA OUTLET C ASST - XXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXXXXXXX XXXXXX XXXX BRZEZYSKI Open 11/01/89 SAT 9:00 - 5:00
LIBERTYVILLE SUN 10:00 - 5:00
IL 60048
115 BLOOMINGTON MGR - XXX DUE (000) 000-0000 5,413 RETAIL SQ. FT. DIST: 61
0000 XXXXX XXXXXXXX XXXXXXX ASST - XXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
#324 Open 10/01/89 SAT 9:00 - 6:00
BLOOMINGTON SUN 10:00 - 5:00
IL 61704
117 BRICKTOWN MGR - XXXXXXX XXXXX (000) 000-0000 4,980 RETAIL SQ. FT. DIST: 00
XXXXXXXXX XXXXXX #108-110 ASST - XXXXX XXXXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00
0000 XXXX XXXXXXXXX XXXXXX XXXXXX XXXXXXXXX Open 11/01/89 SAT 9:00 - 9:00
CHICAGO SUN 10:00 - 6:00
IL 60635
118 ROCKFORD MGR - XXXXX XXXXXXXX (000) 000-0000 4,399 RETAIL SQ. FT. DIST: 00
XXXXXX XXXXX C3 & 4 ASST - XXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXX XXXXX XXXXXX Open 10/01/89 SAT 9:00 - 6:00
ROCKFORD SUN 9:00 - 5:00
IL 61111
119 COUNTRYSIDE MGR - OPEN (000) 000-0000 7,260 RETAIL SQ. FT. DIST: 00
XXXXXXX X/X X0 & 0 XXXX - XXXXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
102 COUNTRYSIDE Open 11/01/89 SAT 9:00 - 6:00
COUNTRYSIDE SUN 10:00 - 5:00
IL 60525
120 ELGIN MGR - XXXXXX XXX (000) 000-0000 4,620 RETAIL SQ. FT. DIST: 00
XXX XXXXX XXXXX A5 & 6 ASST - XXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:30 - 9:00
000-X XXXXXXX XXXX Open 9/20/90 SAT 9:00 - 6:00
ELGIN SUN 10:00 - 5:00
IL 60120
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 3
Reg
Store ....................... Managers................ Phone Numbers......
121 CRYSTAL LAKE MGR - XXXX OBHMKE (000) 000-0000 3,869 RETAIL SQ. FT. DIST: 00
XXXXXXX XXXX XXXXX S/C ASST - XXXX XXXXXXXXXX FAX (000) 000-0000 MON-FRI 9:30 - 9:00
0000 XXXXXXXX XXXXXXX Open 3/01/90 SAT 9:00 - 6:00
CRYSTAL LAKE SUN 10:00 - 5:00
IL 60014
000 XXXXX XXXXXXXXX XXX - XXXXXX XXXXXXX (000) 000-0000 5,490 RETAIL SQ. FT. DIST: 43
0000 XXXX 00XX XXXXXX ASST - XXXXXXX XXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
NORTH RIVERSIDE XXXXX XXXXX Open 7/12/90 SAT 9:00 - 7:00
SUN 10:00 - 6:00
IL 60546
000 XXXXXX XXXXX XXX - XXXXX XXXXXXXXX (000) 000-0000 5,490 RETAIL SQ. FT. DIST: 43
7154 WEST XXXXXXXX ASST - XXX AMENIRO FAX (000) 000-0000 MON-FRI 9:00 - 9:00
XXXXXX GROVE Open 7/12/90 SAT 9:00 - 9:00
SUN 10:00 - 5:00
IL 60053
125 SKOKIE MGR - XXXXX XXXXX (000) 000-0000 2,800 RETAIL SQ. FT. DIST: 44
FASHION CENTER ASST - OPEN FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXX XXXXXXXXX Open 10/18/90 SAT 9:00 - 6:00
SKOKIE SUN 10:00 - 5:00
IL 60077
126 CHICAGO RIDGE MGR - XXXXXXXX XXXXXX (000) 000-0000 9,017 RETAIL SQ. FT. DIST: 00
XXXXXXX XX XXXXXXX XXXXX ASST - XXX PILOT FAX (000) 000-0000 MON-FRI 9:00 - 9:00
000 XXXXXX XXXXX Open 10/25/90 SAT 9:00 - 9:00
CHICAGO RIDGE SUN 10:00 - 5:00
IL 60415
128 SCOTTSDALE MGR - XXXX XXXXXXXX (000) 000-0000 4,940 RETAIL SQ. FT. DIST: 43
SCOTTSDALE CENTER ASST - XXXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXXXX XXXXXX XXXXXXX XXXXX Open 6/05/85 SAT 9:00 - 6:00
CHICAGO SUN 10:00 - 5:00
IL 60652
000 XXXXXX XXXXXX MGR - XXXXXX XXXXXXXX (000) 000-0000 5,320 RETAIL SQ. FT. DIST: 00
XXXXXX XXXXXX CENTER ASST - XXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXXXXX XXXX Open 5/01/91 SAT 9:00 - 6:00
CHICAGO SUN 10:00 - 5:00
IL 60632
130 BRIDGEVIEW MGR - XXXXX XXXXXX (000) 000-0000 4,960 RETAIL SQ. FT. DIST: 00
XXXXXXXXXX XXXXX CENTER ASST - XXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
7769 & 7771 SOUTH HARLEM Open 10/25/91 SAT 9:00 - 6:00
BRIDGEVIEW SUN 10:00 - 5:00
IL 60455
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 4
Reg
Store ....................... Managers................ Phone Numbers......
131 MERRILLVILLE MGR - XXXXXXX XXXXXXXX (000) 000-0000 5,220 RETAIL SQ. FT. DIST: 00
XXXXXXXXXXXX XXXXX XXXX - XXXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXX 00XX XXXXXX XXXX XXXXXXXX Open 11/01/91 SAT 9:00 - 8:00
MERRILLVILLE SUN 10:00 - 5:00
IN 46410
132 WHEATON MGR - XXXXXX XXXXXXXX (000) 000-0000 6,348 RETAIL SQ. FT. DIST: 00
XXXXXX XXXXXX XXXX - XXXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
#83 DANADA SQUARE EAST XXXX XXXXX Open 5/08/92 SAT 9:00 - 9:00
WHEATON SUN 10:00 - 5:00
IL 60187
133 MT. PROSPECT MGR - XXXXXX XXXXX (000) 000-0000 5,800 RETAIL SQ. FT. DIST: 44
MT. PROSPECT PLAZA ASST - XXXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XX. XXXXXXXX XXXXX Open 7/16/92 SAT 9:00 - 9:00
MT. PROSPECT SUN 10:00 - 5:00
IL 60056
000 XXXXXXX XXXXXX XXX - XXXX XXXXXXXXX (000) 000-0000 8,000 RETAIL SQ. FT. DIST: 00
XXXXXXX XXXXXX S/C ASST - XXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:30 - 9:00
676 X.X. XXXXXXX WAY Open 8/13/92 SAT 9:00 - 9:00
MADISON SUN 10:30 - 5:00
XX 00000
135 MISHAWAKA MGR - XXXX XXXXXXX (000) 000-0000 7,300 RETAIL SQ. FT. DIST: 47
INDIAN RIDGE S/C ASST - XXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXX XXX XXXXXXXX Open 10/29/92 SAT 9:00 - 9:00
MISHAWAKA SUN 10:00 - 5:00
IN 46545
136 XXXXX DEER MGR - XXXXX XXXXXX (000) 000-0000 7,049 RETAIL SQ. FT. DIST: 00
XXXXXXXXXXX XX XXXXX XXXX XXXX - XXXXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:30 - 9:00
0000 XXXXX XXX XXXX XXXXX XXXXXXXXX Open 10/22/92 SAT 9:30 - 9:00
XXXXX DEER SUN 11:00 - 6:00
XX 00000
137 NAPERVILLE MGR - XXXX LAWN (000) 000-0000 5,320 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXXX #000 ASST - XXXXX XXXX FAX (000) 000-0000 MON-FRI 9:30 - 9:00
000 XXXXX XXXXX 59 XXXXX XXXXX Open 11/05/92 SAT 9:00 - 6:00
NAPERVILLE SUN 10:00 - 6:00
IL 60540
138 OAK PARK MGR - EVA AYAASH (000) 000-0000 5,700 RETAIL SQ. FT. DIST: 43
0000 XXXX XXXX XXXXXX ASST - XXXX XXXXXXXXXX FAX (000) 000-0000 MON-FRI 9:30 - 9:00
OAK PARK Open 11/12/92 SAT 9:30 - 6:00
SUN 11:00 - 5:00
IL 60301
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 5
Reg
Store ....................... Managers................ Phone Numbers......
139 MOLINE MGR - XXXXX XXXXX (000) 000-0000 8,676 RETAIL SQ. FT. DIST: 51
0000 00XX XXXXXX ASST - XXXXXX XXXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
MOLINE Open 2/01/93 SAT 9:00 - 9:00
SUN 10:00 - 6:00
IL 61265
140 BROOKFIELD MGR - XXX XXXXX (000) 000-0000 6,234 RETAIL SQ. FT. DIST: 40
BROOKFIELD FASHION CENTER ASST - XXXXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:30 - 9:00
00000 X XXXX XXXXXXXXX XX Open 4/22/93 SAT 9:00 - 6:00
BROOKFIELD SUN 11:00 - 5:00
XX 00000
141 WEST ALLIS MGR - XXXX XXXXXXXXXXXXXXX (000) 000-0000 9,763 RETAIL SQ. FT. DIST: 00
XXXX XXXXX XXXX CENTER FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXX XXXXXXXXXX Open 6/05/85 SAT 9:00 - 9:00
WEST ALLIS SUN 10:30 - 6:00
XX 00000
142 CALUMET CITY MGR - XXXXXXX XXXXXXX (000) 000-0000 8,475 RETAIL SQ. FT. DIST: 43
OAKVIEW SHOPPING CENTER ASST - XXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXX XXXX XXXX XXXXXX XXXXXXX Open 7/29/93 SAT 9:00 - 9:00
CALUMET CITY SUN 10:00 - 6:00
IL 60409
143 ORLAND PARK MGR - XXXX XXXXXX (000) 000-0000 5,936 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXX XXXX - XXXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
00000 XXXXXXXX XXXX XXXXX XXXXXXXX Open 8/05/93 SAT 9:00 - 9:00
ORLAND PARK SUN 10:00 - 6:00
IL 60462
000 XXX XXXXXXXXXX XXXXX XXX - XXX XXXXXXX (000) 000-0000 6,348 RETAIL SQ. FT. DIST: 44
SPACE T-158 ASST - OPEN FAX (000) 000-0000 MON-FRI 10:00 - 9:00
000 XXXXX XXXXXXXXXX XXXX Open 9/02/93 SAT 10:00 - 9:00
SCHAUMBURG SUN 11:00 - 6:00
IL 60173
145 XXXXXXXXX MGR - XXX XXXXXXXX (000) 000-0000 8,600 RETAIL SQ. FT. DIST: 00
XXXXXXXXX XXXXX XXXX - XXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
00000 XXXX XXXXXX XXXXXX XX Open 9/30/93 SAT 9:00 - 9:00
MILWAUKEE SUN 10:00 - 6:00
XX 00000
146 EVANSVILLE MGR - XXXX XXXXXX (000) 000-0000 9,873 RETAIL SQ. FT. DIST: 00
XXXXXXXX X/X XXXX - XXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
000 XXXXX XXXXX XXXXX XXXX XXXXXX XXXXXXXXXX Open 10/28/93 SAT 9:00 - 9:00
EVANSVILLE SUN 10:00 - 6:00
IN 47715
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 6
Reg
Store ....................... Managers................ Phone Numbers......
147 SPEEDWAY MGR - XXX XXXXXXXXXX (000) 000-0000 13,325 RETAIL SQ. FT. DIST: 47
SPEEDWAY SUPER CENTER ASST - XXXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 X XXXXXXXXXXXXXX XXXX XXXXXXXX XXXXXXX Open 11/18/93 SAT 9:00 - 9:00
SPEEDWAY XXXX XXXXX SUN 11:00 - 6:00
IL 46224
000 XXXXXXXXX XXX - XXXX XXXXXXX (000) 000-0000 8,355 RETAIL SQ. FT. DIST: 47
GREENWOOD SHOPPES ASST - XXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
906 NORTH US 31 XXXXX XXXXXXX Open 4/28/94 SAT 9:00 - 9:00
GREENWOOD XXXXX XXXX SUN 10:00 - 6:00
IN 46142
000 XXXXXX XXXX XXX - XXX XXXXXX (000) 000-0000 8,830 RETAIL SQ. FT. DIST: 00
XXXXXX XXXX X/X XXXX - XXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXX XXXXXX XXXXX XXXXX XXXXX Open 11/18/93 SAT 9:00 - 9:00
INDIANAPOLIS SUN 11:00 - 6:00
IN 46268
150 FORT XXXXX MGR - XXXXX XXXXXX (000) 000-0000 7,890 RETAIL SQ. FT. DIST: 00
XXXXXXXXX XXXXXXXX X/X XXXX - XXXX XXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXXX XXXX XXXXX X XXXX XXXXXX Open 12/02/93 SAT 9:00 - 9:00
FORT XXXXX SUN 10:00 - 6:00
IN 46825
151 XXXXXX MGR - XXXXXX XXXXXXXX (000) 000-0000 9,859 RETAIL SQ. FT. DIST: 00
XXXXXXX XXXX XXXXXX ASST - XXXXXXX XXXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
1370 TWIXT TOWN ROAD OPEN Open 3/10/94 SAT 9:00 - 9:00
XXXXXX SUN 10:00 - 6:00
IA 52302
000 XXXXXXXXX XXXXX XXX - XXXXXX XXXX (000) 000-0000 8,500 RETAIL SQ. FT. DIST: 47
0000 XXXXXXXXXX XXXXX ASST - XXXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
INDIANAPOLIS Open 4/28/94 SAT 9:00 - 9:00
SUN 10:00 - 6:00
IN 46222
153 ROCHESTER MGR - OPEN (000) 000-0000 9,860 RETAIL SQ. FT. DIST: 51
T.J. MAXX PLAZA ASST - XXXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXX X.X. XXXXX XXXXXX Open 9/22/94 SAT 9:00 - 9:00
ROCHESTER SUN 10:00 - 6:00
MN 55902
154 RACINE MGR - XXXXXXX XXXXXXX (000) 000-0000 10,048 RETAIL SQ. FT. DIST: 40
RACINE CENTER ASST - XXXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:30 - 9:00
5201 Q WASHINGTON AVENUE XXXXX XXXXXXX Open 9/27/94 SAT 9:30 - 9:00
RACINE SUN 10:00 - 6:00
XX 00000
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 7
Reg
Store ....................... Managers................ Phone Numbers......
155 HIKES POINT MGR - XXXXXXXX XXXX (000) 000-0000 11,160 RETAIL SQ. FT. DIST: 00
XXXXX XXXXX XXXXX XXX - XXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXXXXXX XXXX Open 10/23/94 SAT 9:00 - 9:00
LOUISVILLE SUN 10:00 - 6:00
XX 00000
156 SOUTHPORT MGR - XXXX XXXXXXXXX (000) 000-0000 10,375 RETAIL SQ. FT. DIST: 51
SOUTHPORT SHOPPING CENTER ASST - XXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 10:00
0000 X.X. 00XX XXXXXX Open 10/10/94 SAT 9:00 - 10:00
DES MOINES SUN 10:00 - 8:00
IA 50320
000 XXXXXX XXXXXX MGR - XXXXX XXXXXXX (000) 000-0000 9,469 RETAIL SQ. FT. DIST: 00
XXXXX XXXXXX ASST - XXXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
00000 XXXX XXXXXX XXXX XXXXXX XXXXXX Open 11/14/94 SAT 9:00 - 9:00
OMAHA SUN 10:00 - 6:00
NE 68144
158 HARPERS STATION MGR - XXXX XXXXXXX (000) 000-0000 7,851 RETAIL SQ. FT. DIST: 68
11309-E XXXXXXXXXX ASST - XXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
CINCINNATI Open 12/07/94 SAT 9:00 - 9:00
SUN 10:00 - 6:00
XX 00000
159 ROOKWOOD MGR - XXXXX XXXXXXX (000) 000-0000 7,880 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXXXXX, XXXXX X-0 XXXX - XXXXXX XXXXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXX XXXX Open 10/30/94 SAT 9:00 - 9:00
CINCINNATI SUN 10:00 - 6:00
XX 00000
000 XXXXXXXX XXXXXXX XXX - XXXX XXXXXX (000) 000-0000 7,070 RETAIL SQ. FT. DIST: 68
000 XXXXXXXX XXXXX XXXXX ASST - XXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
CINCINNATI XXXXXXXXX XXXXXX Open 3/03/95 SAT 9:00 - 9:00
SUN 10:00 - 6:00
XX 00000
000 XXXXXXX XXXXX MGR - XXXXX XXXXX (000) 000-0000 6,650 RETAIL SQ. FT. DIST: 00
XXXXXXX XXXXX XXXXXX XXXX - XXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
00000 XXXXXXXXXX XXXX Open 2/15/95 SAT 9:00 - 9:00
BALLWIN SUN 10:00 - 6:00
MO 63011
162 FAIRVIEW HEIGHTS MGR - XXXXXX XXXXXX (000) 000-0000 11,433 RETAIL SQ. FT. DIST: 00
XXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
00 XXXXX XXXXX Open 2/15/95 SAT 9:00 - 9:00
FAIRVIEW HEIGHTS SUN 10:00 - 6:00
IL 62208
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 8
Reg
Store ....................... Managers................ Phone Numbers......
000 XXXXX XXXXX XXX - XXXXX XXXX (000) 000-0000 12,370 RETAIL SQ. FT. DIST: 61
XXXXX PLAZA FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXXX XXXX Open 11/25/94 SAT 9:00 - 9:00
ST LOUIS SUN 10:00 - 6:00
MO 63125
164 WASHINGTON SHOPPES MGR - XXXXXX XXXXXXXX (000) 000-0000 11,340 RETAIL SQ. FT. DIST: 47
00000 XXXX XXXXXXXXXX XXXXXX ASST - XXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
INDIANAPOLIS XXXXXX XXXXXXX Open 11/12/94 SAT 9:00 - 9:00
SUN 10:00 - 6:00
IN 46229
165 APPLETON MGR - XXXXXX XXXXX (000) 000-0000 8,470 RETAIL SQ. FT. DIST: 00
XXX XXXXX XXXX ASST - XXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXX XXXXX XXX XXXXXX Open 11/23/94 SAT 9:00 - 9:00
APPLETON SUN 10:00 - 6:00
XX 00000
166 JANESVILLE MGR - XXXXXX RADTKEON (000) 000-0000 7,200 RETAIL SQ. FT. DIST: 40
2033 XXXXX ASST - XXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
JANESVILLE XXXXX XXXXXX Open 2/15/95 SAT 9:00 - 9:00
SUN 10:00 - 6:00
XX 00000
000 XXXXXXXX XXXXXX MGR - XXXXXXXX XXXXX (000) 000-0000 10,355 RETAIL SQ. FT. DIST: 68
0000 XXXXXXX XXXX ASST - XXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
COLUMBUS Open 5/08/95 SAT 9:00 - 9:00
SUN 10:00 - 6:00
OH 43068
168 COLERAIN MGR - XXX XXXXXXXX (000) 000-0000 8,227 RETAIL SQ. FT. DIST: 68
COLERAIN TOWNE CENTER ASST - XXX XXXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
00000 XXXXXXXX XXXXXX Open 7/22/95 SAT 9:00 - 9:00
CINCINNATI SUN 10:00 - 6:00
XX 00000
169 EAU CLAIRE MGR - XXXXX XXXXX (000) 000-0000 8,070 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXXX XXXXX ASST - XXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XX XXXXXXX XX XXXXX XXXXXXX Open 3/29/95 SAT 9:00 - 9:00
EAU CLAIRE SUN 10:00 - 6:00
XX 00000
000 XXXX XXXXX PLAZA MGR - XXX XXXXXXX (000) 000-0000 7,240 RETAIL SQ. FT. DIST: 68
0000 XXXX XXXXX XXXXXX ASST - RHOADENA XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
COLUMBUS XXXX XXXXXXXX Open 4/17/95 SAT 9:00 - 9:00
SUN 10:00 - 6:00
OH 43228
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 9
Reg
Store ....................... Managers................ Phone Numbers......
000 XXXXXXX XXXX MGR - XXXXX XXXXXX (000) 000-0000 9,408 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXX ASST - XXXXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXXXX XXXX XXXXXXXX BONES Open 5/08/95 SAT 9:00 - 9:00
HANOVER PARK XXXX XXXXXXX SUN 10:00 - 6:00
IL 60103
172 90TH & FORT MGR - XXXX XXXXXX (000) 000-0000 11,250 RETAIL SQ. FT. DIST: 51
PLAZA NORTH CENTER ASST - XXXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX 00XX XX. Open 8/28/95 SAT 9:00 - 9:00
OMAHA SUN 10:00 - 6:00
NE 68134
173 AKRON EAST MGR - XXXXXX SWARZMILLER (000) 000-0000 8,205 RETAIL SQ. FT. DIST: 00
XXXXXX XXXX XXXXXX ASST - XXX XXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXXXX XXXXXXXXX Open 5/20/95 SAT 9:00 - 9:00
AKRON SUN 10:00 - 6:00
OH 44310
174 KENOSHA MGR - XXX XXXXXXXXX (000) 000-0000 8,380 RETAIL SQ. FT. DIST: 00
XXXXXXXXX XXXXX ASST - XXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXX XXXX XXXXXXX XXXXXXXXX Open 7/24/95 SAT 9:00 - 9:00
KENOSHA SUN 10:00 - 6:00
XX 00000
175 MENTOR MGR - XXXXXXX XXXXXX (000) 000-0000 8,160 RETAIL SQ. FT. DIST: 00
XXXXXXXXX XXXXXXX ASST - XXXXX XXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXX XXXXXX Open 10/05/95 SAT 9:00 - 9:00
MENTOR SUN 10:00 - 6:00
XX 00000
000 XXXXXXX XXXXX XXX - XXXXXX XXXX (000) 000-0000 9,000 RETAIL SQ. FT. DIST: 00
XXXXXXX XXXXX XXXX - XXXXXX XXXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
000 XXXXX XXXXXX XXXXX XXXXXXXX Open 9/15/95 SAT 9:00 - 9:00
DOWNERS GROVE SUN 10:00 - 6:00
IL 60515
177 NORTH XXXXXXXX MGR - XXXXX XXXXXXXX (000) 000-0000 8,000 RETAIL SQ. FT. DIST: 00
XXXXX XXXXX XXXXXX X/X XXXX - XXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
00000 XXXXXX XXXX XXX XXXXXXX Open 12/03/95 SAT 9:00 - 9:00
NORTH XXXXXXXX SUN 10:00 - 6:00
XX 00000
178 CLARKSVILLE MGR - XXXXXXX XXXXXXXX (000) 000-0000 7,880 RETAIL SQ. FT. DIST: 47
CLARKSVILLE TOWNE CENTER ASST - XXXXXX XXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
000 XXXX X.X. 131 XXXXXX XXXXXXX Open 9/08/95 SAT 9:00 - 9:00
CLARKSVILLE SUN 10:00 - 6:00
IN 47129
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 10
Reg
Store ....................... Managers................ Phone Numbers......
179 FL0RENCE MGR - XXXXX XXXXX (000) 000-0000 8,788 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXXX S/C ASST - XXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXX XXXX Open 9/16/95 SAT 9:00 - 9:00
XXXXXXXX SUN 10:00 - 6:00
XX 00000
180 XXXXX HIGHWAY MGR - XXXXX XXXXX (000) 000-0000 9,183 RETAIL SQ. FT. DIST: 00
XXXXX XXXXX XXXX - XXXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000-X XXXXX XXXXXXX Open 10/25/95 SAT 9:00 - 6:00
LOUISVILLE SUN 10:00 - 6:00
XX 00000
000 XXXXXXXX XXX - XXXXXXX XXXXXXXX (000) 000-0000 7,776 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXX XXXXXX XXXX - XXXXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
000 XXXX XXXXXX XXXX Open 10/25/95 SAT 9:00 - 9:00
MATTESON SUN 10:00 - 6:00
IL 60443
182 OSHKOSH MGR - XXXXXXX XXXXXX (000) 000-0000 8,280 RETAIL SQ. FT. DIST: 40
OSHKOSH SHOPPING CENTER ASST - XXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXXXXX XXXXXX XXXX XXXXXX Open 10/06/95 SAT 9:00 - 9:00
OSHKOSH SUN 10:00 - 6:00
XX 00000
183 CRESTWOOD MGR - XXXX XXXXXX (000) 000-0000 8,532 RETAIL SQ. FT. DIST: 00
XXXXXX XXXXX ASST - XXXX XXXXX XXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXX XXXX XXXXX 000 Open 10/07/95 SAT 9:00 - 9:00
CRESTWOOD SUN 10:00 - 6:00
MO 63126
000 XXXX XXXX X/X XXX - XXXXXXX XXXXX (000) 000-0000 8,222 RETAIL SQ. FT. DIST: 00
XXXX XXXXX XXXXX X/X XXXX - XXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXX Open 10/24/95 SAT 9:00 - 9:00
MADISON SUN 10:00 - 6:00
WI 53704
185 BLOOMINGTON IN MGR - XXXX XXXXXX (000) 000-0000 6,804 RETAIL SQ. FT. DIST: 47
0000 XXXX XXXXX XXXXXX ASST - XXXXXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
XXXXXXX XXXXXXXXX Open 11/24/95 SAT 9:00 - 9:00
BLOOMINGTON SUN 10:00 - 6:00
IN 47408
186 CASTLETON MGR - XXXX XXXX (000) 000-0000 7,168 RETAIL SQ. FT. DIST: 47
LINEN 'N THINGS PLAZA ASST - XXXXX XXXXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXXX XXXXXX XXXXX XXXXXX XXXX Open 11/04/95 SAT 9:00 - 9:00
INDIANAPOLIS SUN 10:00 - 6:00
IN 46250
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 11
Reg
Store ....................... Managers................ Phone Numbers......
187 GRAND ISLAND MGR - XXXXX XXXXXX (000) 000-0000 9,796 RETAIL SQ. FT. DIST: 00
XXX XX XXXXX X/X XXXX - XXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX XXXX XXXX XXXXX XXXXXX Open 11/17/95 SAT 9:00 - 9:00
GRAND ISLAND SUN 10:00 - 6:00
NE 68803
188 WEST DES MOINES MGR - XXXXX XXXXXXXXX (000) 000-0000 9,424 RETAIL SQ. FT. DIST: 00
XXXX XXXXX S/C ASST - XXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
00000 XXXXX XXXX XXXX XXXXX XXXXXXXXXX Open 1/31/96 SAT 9:00 - 9:00
CLIVE XXXX XXXXXXXX SUN 10:00 - 6:00
IA 50325
189 LINCOLN MGR - XXXXXXX XXXXXXX (000) 000-0000 9,840 RETAIL SQ. FT. DIST: 00
XXX XXXXXXX XXXX XXXX - XXXXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX 00XX XXXXXX XXXXX XXXX Open 2/07/96 SAT 9:00 - 9:00
LINCOLN SUN 10:00 - 6:00
NE 68521
190 CHAMPAIGN MGR - XXXX VOLEMAN (000) 000-0000 8,406 RETAIL SQ. FT. DIST: 00
XXXXXXX XXXXXX ASST - XXXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
2019 NORTH PROSPECT Open 2/01/96 SAT 9:00 - 9:00
CHAMPAIGN SUN 10:00 - 6:00
IL 61821
191 WATERLOO MGR - XXXX XXXX (000) 000-0000 8,350 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXXX ASST - XXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXX XXXXX XXXXXX XXXXXX Open 3/25/96 SAT 9:00 - 9:00
WATERLOO SUN 10:00 - 6:00
IA 50702
192 MANSFIELD MGR - XXXXX XXXXXX (000) 000-0000 8,400 RETAIL SQ. FT. DIST: 00
XXXXXXXXXXX XXXXXX XXXXX 000 ASST - XXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
000 X. XXXXXXXXX-XXXXXXXXXXX XXXXX XXXXXXX Open 2/23/96 SAT 9:00 - 9:00
MANSFIELD SUN 9:00 - 6:00
XX 00000
000 XXXXXXXX XXXXX XXX - XXXXX XXXXXXXXXXXXX (000) 000-0000 8,705 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXX S/C ASST - XXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 10:00
2630 BETHEL XXXXXX XXXXXXXX Open 2/06/96 SAT 9:00 - 10:00
COLUMBUS SUN 11:00 - 7:00
OH 43220
194 72 & XXXXX MGR - XXXXXX X'XXXXXX (000) 000-0000 7,738 RETAIL SQ. FT. DIST: 51
000 0/0 XXXXX 00XX XXXXXX ASST - XXXXX RE XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
Open 4/09/96 SAT 9:00 - 9:00
OMAHA SUN 10:00 - 6:00
NE 68114
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 12
Reg
Store ....................... Managers................ Phone Numbers......
195 SPRINGFIELD MGR - XXXX FLOWER (000) 000-0000 8,163 RETAIL SQ. FT. DIST: 00
XXXXX XXXXX XXXXX CENTER ASST - XXXXX XXXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXXXXXX XXXXX X XXXX XXXXX Open 4/13/96 SAT 9:00 - 9:00
SPRINGFIELD SUN 10:00 - 6:00
MO 65804
196 UNIVERSITY MGR - XXXXXX XXXXXX (000) 000-0000 RETAIL SQ. FT. DIST: 61
UNIVERSITY S/C ASST - XXXXXX XXXX FAX (000) 000-0000 MON-FRI - ^
0000 XXXXXXXXXX XXXXX Open 6/05/96 SAT - |
EVANSVILLE SUN - |
IN 47712 OPEN |
-----------------------------------------------------------------------------------------------------------------------------------
NOT OPEN |
|
197 XXXXXXX MGR - XXXX XXXXXXXXX (000) 000-0000 RETAIL SQ. FT. DIST: 13 |
WATER TOWER PLAZA FAX (000) 000-0000 MON-FRI 9:00 - 9:00 v
0000 XXXXX XXXXX XXXXX 00 Open 8/01/96 SAT 9:00 - 9:00
XXXXXXX SUN 10:00 - 6:00
IL 60915
198 LAFAYETTE MARKET MGR - XXXXX XXXXX RETAIL SQ. FT. DIST: 47
LAFAYETTE MARKET PLACE MON-FRI -
0000 XXXXX XXXX 00X XXXXX 000 Open 8/10/96 SAT -
XXXXXXXXX XXX -
XX 00000
000 XXXXXXXX XXXXX MGR - OPEN RETAIL SQ. FT. DIST: 43
HIGHLAND GROVE MON-FRI -
00000 XXXXXXXXXXXX XXXXXXXXX Open 8/15/96 SAT -
HIGHLAND SUN -
IN 46320
000 XXXX XXXXX MGR - OPEN RETAIL SQ. FT. DIST: 00
XXXX XXXXX CENTER MON-FRI -
000 XXXX XXXXXX XXXX Open 8/15/96 SAT -
PALATINE SUN -
IL 60067
201 WAUSAU MGR - OPEN RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXX XXXXXX MON-FRI -
0000 XXX XXXXXXXX XXXX Open 8/25/96 SAT -
XXXXXX XXX -
XX 00000
202 NEW STORE MGR - OPEN RETAIL SQ. FT. DIST: 99
NEW STORE ADDRESS MON-FRI -
Open 10/01/96 SAT -
ANYWHERE SUN -
IL
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 13
Reg
Store ....................... Managers................ Phone Numbers......
203 NEW STORE MGR - OPEN RETAIL SQ. FT. DIST: 99 NOT
NEW STORE ADDRESS MON-FRI - OPEN
Open 10/01/96 SAT - |
ANYWHERE SUN - |
IL v
204 NEW STORE MGR - OPEN RETAIL SQ. FT. DIST: 99
NEW STORE ADDRESS MON-FRI -
Open 10/01/96 SAT -
ANYWHERE SUN -
IL
205 NEW STORE MGR - OPEN RETAIL SQ. FT. DIST: 99
NEW STORE ADDRESS MON-FRI -
Open 10/01/96 SAT -
ANYWHERE SUN -
IL
206 NEW STORE MGR - OPEN RETAIL SQ. FT. DIST: 99
NEW STORE ADDRESS MON-FRI -
Open 10/01/96 SAT -
ANYWHERE SUN -
IL
207 NEW STORE MGR - OPEN RETAIL SQ. FT. DIST: 99
NEW STORE ADDRESS MON-FRI -
Open 10/01/96 SAT -
ANYWHERE SUN -
IL
208 NEW STORE MGR - OPEN RETAIL SQ. FT. DIST: 99
NEW STORE ADDRESS MON-FRI -
Open 10/01/96 SAT -
ANYWHERE SUN -
IL
209 NEW STORE MGR - OPEN RETAIL SQ. FT. DIST: 99
NEW STORE ADDRESS MON-FRI -
Open 10/01/96 SAT -
ANYWHERE SUN -
IL
210 NEW STORE MGR - OPEN RETAIL SQ. FT. DIST: 99
NEW STORE ADDRESS MON-FRI -
Open 10/01/96 SAT -
ANYWHERE SUN -
IL
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 14
Reg
Store ....................... Managers................ Phone Numbers......
501 WHEATON/BALTIMORE MGR - XXXXX XXXXXX (000) 000-0000 6,512 RETAIL SQ. FT. DIST: 12 OPEN
WHEATON PARK S/C ASST - XXXXXXX XXXXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00 |
00000 XXXXXXX XXXXXX XXXXXXXXX XXXXX Open 9/24/92 SAT 10:00 - 8:00 |
WHEATON SUN 11:00 - 5:00 |
MD 20902 v
502 LOCH RAVEN MGR - XXXXX XXXXXXX (000) 000-0000 6,379 RETAIL SQ. FT. DIST: 1
HILLENDALE S/C ASST - XXXXXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00
0000 XXXX XXXXX XXXX XXXXXX XXXXXXX Open 9/26/92 SAT 10:00 - 8:00
BALTIMORE SUN 11:00 - 5:00
MD 21204
503 COCKEYSVILLE MGR - XXXX XXXXXX (000) 000-0000 7,450 RETAIL SQ. FT. DIST: 0
XXXXXX XXXX XXXXXX XXXX - XXXXXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00
0000 XXXX XXXX XXXXXX XXXXXXX Open 5/22/93 SAT 10:00 - 8:00
COCKEYSVILLE SUN 11:00 - 5:00
MD 21030
504 DUNDALK MGR - XXX XXXXXXXXX (000) 000-0000 5,280 RETAIL SQ. FT. DIST: 0
XXXXXXX XXXXX X/X XXXX - XXXXX XXXXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00
0000 XXXXXXX XXXXXXXXX XXXXXXXX XXXXX Open 10/02/93 SAT 9:00 - 7:00
DUNDALK SUN 11:00 - 5:00
MD 21228
505 CATONSVILLE MGR - XXXXX XXXXXXX (000) 000-0000 4,970 RETAIL SQ. FT. DIST: 1
FORTY WEST PLAZA ASST - XXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXXXXXX XXXXXXXX XXXX Open 11/05/93 SAT 9:00 - 8:00
CATONSVILLE SUN 11:00 - 5:00
MD 21228
000 XXXXXXX XXXXX XXX - XXXXXXXX XXXXXXX (000) 000-0000 7,850 RETAIL SQ. FT. DIST: 1
0000 XXXXXXX XXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00
RANDALLSTOWN Open 10/20/94 SAT 9:00 - 8:00
SUN 12:00 - 5:00
MD 21133
507 XXXX BURNIE MGR - XXXXXXX XXXXXX (000) 000-0000 7,874 RETAIL SQ. FT. DIST: 0
XXXXXXXXXX XXXXXX S/C ASST - XXXXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00
6714-A GOVERNOR XXXXXXX HWY XXXX XXXXX Open 11/06/94 SAT 9:00 - 9:00
XXXX BURNIE SUN 11:00 - 5:00
MD 21061
508 CHANTILLY MGR - XXXXXX XXXXXXX (000) 000-0000 9,125 RETAIL SQ. FT. DIST: 1
00000 XXXXXXXXX XXXXX ASST - XXXXXXX XXXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
CHANTILLY XXXXXXX XXXXXXX Open 3/31/95 SAT 9:00 - 9:00
SUN 10:00 - 6:00
VA 22021
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 15
Reg
Store ....................... Managers................ Phone Numbers......
509 PENN STATION MGR - XXXXXXX XXXXX (000) 000-0000 10,335 RETAIL SQ. FT. DIST: 12
0000 XXXXXXXXXX XXXX MIT - XXXXXX XXXXXXXX FAX (000) 000-0000 MON-FRI 10:00 - 9:00
DISTRICT HEIGHTS ASST - XXXXXXX XXXXXX Open 4/01/95 SAT 10:00 - 9:00
XXXXXXX XXXX SUN 11:00 - 5:00
MD 20747
510 WESTGATE CENTER MGR - XXXXX XXXXXXX (000) 000-0000 9,175 RETAIL SQ. FT. DIST: 00
XXXXXXXX XXXXXXXX XXXXXX XXXX - XXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
8099 SUDLEY XXXX XXXXXXXXXXX Open 5/20/95 SAT 9:00 - 9:00
MANASSAS SUN 11:00 - 5:00
VA 22110
511 LAUREL MGR - SIA MASTAN (000) 000-0000 10,750 RETAIL SQ. FT. DIST: 00
XXXXXX XXXXX FAX (000) 000-0000 MON-FRI 9:00 - 9:00
0000 XXXXX 000 Open 6/05/85 SAT 9:00 - 9:00
LAUREL SUN 10:00 - 6:00
MD 20707
512 ALEXANDRIA MGR - XXXXXX XXXXXXX (000) 000-0000 7,618 RETAIL SQ. FT. DIST: 12
MT XXXXXX PLAZA ASST - RENITA JAMES FAX (703) 765-9759 MON-FRI 9:00 - 9:00
7684 RICHMOND HIGHWAY BOBBY ARTIS Open 7/27/95 SAT 9:00 - 9:00
ALEXANDRIA SUN 11:00 - 5:00
VA 22306
513 WALDORF MGR - BECKY NICKOLS (301) 374-9501 7,716 RETAIL SQ. FT. DIST: 12
FESTIVAL AT WALDORF ASST - CHRISTINA STRICK FAX (301) 374-9017 MON-FRI 9:00 - 9:00
2910 FESTIVAL WAY Open 7/28/95 SAT 9:00 - 9:00
WALDORF SUN 11:00 - 6:00
MD 20601
514 FREDERICKSBURG MGR - CHERYL D'ORIO (540) 371-5005 9,026 RETAIL SQ. FT. DIST: 12
GREENBRIAR SHOPPING CENTER ASST - PATRICIA THOMPSON FAX (540) 371-4704 MON-FRI 9:00 - 9:00
2042 PLANK ROAD Open 8/04/95 SAT 9:00 - 9:00
FREDERICKSBURG SUN 11:00 - 5:00
VA 22401
515 HANOVER CROSSING MGR - RODNEY MERRILL (717) 632-1557 RETAIL SQ. FT. DIST: 1
HANOVER CROSSING S/C ASST - NICOLE LADY FAX (717) 632-2373 MON-FRI 9:00 - 9:00
475 EISENHOWER DRIVE PAMELA KEENEY Open 5/10/96 SAT 9:00 - 9:00
HANOVER SUN 11:00 - 5:00
PA 17331
516 FIRST STATE PLAZA MGR - CAROL GARIS (302) 993-0282 6,502 RETAIL SQ. FT. DIST: 1
1716 WEST NEWPORT PIKE ASST - KIM HENDERSON FAX (302) 993-0285 MON-FRI 9:00 - 9:00
NEWCASTLE COUNTY DEBBIE CLOUSER Open 9/30/95 SAT 9:00 - 9:00
STANTON SUN 11:00 - 5:00
DE 19804
FACTORY CARD OUTLET Date: 6/13/96
Store File Listing Page: 16
Reg
Store ....................... Managers................ Phone Numbers......
517 LANDMARK MGR - WILDA C-TORRES (703) 916-1834 8,094 RETAIL SQ. FT. DIST: 12 OPEN
PLAZA AT LANDMARK ASST - DOMINIQUE THOMAS FAX (703) 916-1836 MON-FRI 9:00 - 9:00 |
6198-C LITTLE RIVER TURNPIKE JENNIFER SMITH Open 10/28/95 SAT 10:00 - 9:00 |
ALEXANDRIA SUN 11:00 - 6:00 |
VA 22312 v
518 BEL AIR MGR - DAN NISSENNBAUM (410) 838-6830 9,600 RETAIL SQ. FT. DIST: 1
TOLLGATE MARKETPLACE ASST - LEWIS LEE FAX (410) 838-6806 MON-FRI 9:00 - 9:00
615 BEL AIR ROAD SUITE O Open 12/04/95 SAT 9:00 - 9:00
BEL AIR SUN 10:00 - 6:00
MD 21014
519 MIDLOTHIAN MARKET MGR - OPEN RETAIL SQ. FT. DIST: 12 NOT
MIDLOTHIAN MARKET MON-FRI - OPEN
217 WADSWORTH DRIVE Open 9/15/96 SAT - |
RICHMOND SUN - |
VA 23236 |
v
520 NEW BALTIMORE MGR - OPEN RETAIL SQ. FT. DIST: 1
NEW BALTIMORE MALL MON-FRI -
Open 10/01/96 SAT -
BALTIMORE SUN -
MD
*** END OF REPORT ***
EXHIBIT A
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS. IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY,
WITHOUT A VIEW TO RESALE OR DISTRIBUTION AND MAY NOT BE PLEDGED, HYPOTHECATED,
SOLD, MADE SUBJECT TO A SECURITY INTEREST, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO MAKER THAT
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS.
SECURED PROMISSORY NOTE
$1,000,000 June __,1996
FOR VALUE RECEIVED, the undersigned, FACTORY CARD OUTLET OF AMERICA LTD.,
an Illinois corporation ("Maker"), promises to pay to the order of SIRROM
CAPITAL CORPORATION, a Tennessee corporation ("Payee"; Payee and any subsequent
holder[s] hereof are hereinafter referred to collectively as "Holder"), at the
office of Payee at First American Trust Company, Custody Department, 800 First
American Center, Nashville, Tennessee 37237, Attn: Jeff Eubanks, or at such
other place as Holder may designate to Maker in writing from time to time, the
principal sum of ONE MILLION AND NO/lOOTHS DOLLARS ($1,000,000.00), together
with interest on the outstanding principal balance hereof from the date hereof
at the rate of twelve and one-half percent (12.5%) per annum (computed on the
basis of a 360-day year); provided, however, that Holder may charge and receive
interest upon any renewal or extension hereof at the greater of (i) the rate set
out above, or (ii) any rate agreed to by the undersigned that is not in excess
of the maximum rate of interest allowed to be charged under applicable law (the
"Maximum Rate") at the time of such renewal or extension.
Interest only on the outstanding principal balance hereof shall be due and
payable monthly, in arrears, with the first installment being payable on the
first (1st) day of August, 1996, and subsequent installments being payable on
the first (1st) day of each succeeding month thereafter until June , 2001 (the
"Maturity Date"), at which time the entire outstanding principal balance,
together with all accrued and unpaid interest, shall be immediately due and
payable in full.
The indebtedness evidenced hereby may be prepaid in whole or in part, at
any time and from time to time, without penalty. Any such prepayments shall be
credited first to any accrued and unpaid interest and then to the outstanding
principal balance hereof.
Time is of the essence of this Note. It is hereby expressly agreed that in
the event that any default be made in the payment of principal or interest as
stipulated above, which default is not cured within five (5) business days; or
in the event that any default or event of default shall occur under that certain
Loan Agreement dated November 15, 1995, between Maker and Payee (as may be
amended from time to time, the "Loan Agreement"), which default or event of
default is not cured following the giving of any applicable notice and within
any applicable cure period set forth in said Loan Agreement; or should any
default by Maker be made in the performance or observance of any covenants or
conditions contained in any other instrument or document now or hereafter
evidencing, or securing or otherwise relating to the indebtedness evidenced
hereby (subject to any applicable notice and cure period provisions that may be
set forth therein); then, and in such event, the entire outstanding principal
balance of the indebtedness evidenced hereby, together with any other sums
advanced hereunder, under the Loan Agreement and/or under any other instrument
or document now or hereafter evidencing, or securing the indebtedness evidenced
hereby, together with all unpaid interest accrued thereon, shall, at the option
of Holder and without notice to Maker, at once become due and payable and may be
collected forthwith, regardless of the stipulated date of maturity. Upon the
occurrence of any Event of Default (as defined in the Loan Agreement), at the
option of Holder and without notice to Maker, all accrued and unpaid interest,
if any, shall be added to the outstanding principal balance hereof, and the
entire outstanding principal balance, as so adjusted, shall bear interest
thereafter until paid at an annual rate (the "Default Rate") equal to the lesser
of (i) the rate that is seven percentage points (7.0%) in excess of the
above-specified interest rate, or (il) the Maximum Rate in effect from time to
time, regardless of whether or not there has been an acceleration of the payment
of principal as set forth herein. All such interest shall be paid at the time of
and as a condition precedent to the curing of any such default.
In the event this Note is placed in the hands of an attorney for
collection, or if Holder incurs any costs incident to the collection of the
indebtedness evidenced hereby, Maker and any indorsers hereof agree to pay to
Holder an amount equal to all such costs, including without limitation all
actual reasonable attorney's fees and all court costs.
Presentment for payment, demand, protest and notice of demand, protest and
nonpayment are hereby waived by Maker and all other parties hereto. No failure
to accelerate the indebtedness evidenced hereby by reason of default hereunder,
acceptance of a past-due installment or other indulgences granted from time to
time, shall be construed as a novation of this Note or as a waiver of such right
of acceleration or of the right of Holder thereafter to insist upon strict
compliance with the terms of this Note or to prevent the exercise of such right
of acceleration or any other right granted hereunder or by applicable laws. No
extension of the time for payment of the indebtedness evidenced hereby or any
installment due hereunder, made by agreement with any person now or hereafter
liable for payment of the indebtedness evidenced hereby, shall operate to
release, discharge, modify, change or affect the original liability of Maker
hereunder or that of any other person now or hereafter liable for payment of the
indebtedness evidenced hereby, either in whole or in part, unless Holder agrees
otherwise in writing. This Note may not be changed orally, but only by
2
an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.
The indebtedness and other obligations evidenced by this Note are further
evidenced by (i) the Loan Agreement and (ii) certain other instruments and
documents, as may be required to protect and preserve the rights of Maker and
Payee as more specifically described in the Loan Agreement.
All agreements herein made are expressly limited so that in no event
whatsoever, whether by reason of advancement of proceeds hereof, acceleration of
maturity of the unpaid balance hereof or otherwise, shall the amount paid or
agreed to be paid to Holder for the use of the money advanced or to be advanced
hereunder exceed the Maximum Rate. If, from any circumstances whatsoever, the
fulfillment of any provision of this Note or any other agreement or instrument
now or hereafter evidencing, securing or in any way relating to the indebtedness
evidenced hereby shall involve the payment of interest in excess of the Maximum
Rate, then, ipso facto, the obligation to pay interest hereunder shall be
reduced to the Maximum Rate; and if from any circumstance whatsoever, Holder
shall ever receive interest, the amount of which would exceed the amount
collectible at the Maximum Rate, such amount as would be excessive interest
shall be applied to the reduction of the principal balance remaining unpaid
hereunder and not to the payment of interest. This provision shall control every
other provision in any and all other agreements and instruments existing or
hereafter arising between Maker and Holder with respect to the indebtedness
evidenced hereby. This Note is intended as a contract under and shall be
construed and enforceable in accordance with the laws of the State of Tennessee,
except to the extent that federal law may be applicable to the determination of
the Maximum Rate. As used herein, the terms "Maker" and "Holder" shall be deemed
to include their respective successors, legal representatives and assigns,
whether by voluntary action of the parties or by operation of law.
MAKER:
FACTORY CARD OUTLET OF AMERICA LTD.,
an Illinois corporation
By:___________________________________
Title:________________________________
3
EXHIBIT B
STOCK PURCHASE WARRANT
This Warrant is issued this ___ day of June, 1996, by FCOA ACQUISITION
CORP., a Delaware corporation (the "Company"), to SIRROM CAPITAL CORPORATION, a
Tennessee corporation (SIRROM CAPITAL CORPORATION and any subsequent assignee or
transferee hereof are hereinafter referred to collectively as "Holder" or
"Holders").
AGREEMENT:
1. Issuance of Warrant; Term. For and in consideration of SIRROM CAPITAL
CORPORATION making a loan to Factory Card Outlet of America Ltd., an Illinois
corporation and wholly owned subsidiary of the Company ("Subsidiary") in an
amount of One Million and no/lOOths Dollars ($1,000,000) pursuant to the terms
of a secured promissory note of even date herewith (the "Note") and related loan
agreement dated November 15, 1995 (as amended from time to time, the "Loan
Agreement"), and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company hereby grants to
Holder the right to purchase 6066 shares of the Company's common stock (the
"Common Stock"), which the Company represents equals 0.625% of the capital stock
of the Company on the date hereof, calculated on a fully diluted basis after
exercise of this Warrant; provided, that the issuance of the Common Stock
hereunder is subject to the provisions of Section 3A hereof. The shares of
Common Stock issuable upon exercise of this Warrant are hereinafter referred to
as the "Shares." This Warrant shall be exercisable at any time and from time to
time from the date hereof until July 31, 2001. For purposes of this Warrant the
term "fully diluted basis" shall be determined in accordance with generally
accepted accounting principles as of the date hereof.
2. Exercise Price. The exercise price (the "Exercise Price") per share for
which all or any of the Shares may be purchased pursuant to the terms of this
Warrant shall be One Cent ($.01).
3. Exercise. This Warrant may be exercised by the Holder hereof (but only
on the conditions herein set forth) as to all or any increment or increments of
One Hundred (100) Shares (or the balance of the Shares if less than such
number), upon delivery of written notice of intent to exercise to the Company at
the following address: 745 Birginal Drive, Bensenville, IL 6010-1212 or such
other address as the Company shall designate in a written notice to the Holder
hereof, together with this Warrant and payment to the Company of the aggregate
Exercise Price of the Shares so purchased. The Exercise Price shall be payable,
at the option of the Holder, (i) by certified or bank
check, (ii) by the surrender of the Note or portion thereof having an
outstanding principal balance equal to the aggregate Exercise Price or (iii) by
the surrender of a portion of this Warrant having a fair market value equal to
the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the
Company shall as promptly as practicable, and in any event within fifteen (15)
days thereafter, execute and deliver to the Holder of this Warrant a certificate
or certificates for the total number of whole Shares for which this Warrant is
being exercised in such names and denominations as are requested by such Holder
(subject to Sections 4 and 5 hereof). If this Warrant shall be exercised with
respect to less than all of the Shares, the Holder shall be entitled to receive
a new Warrant covering the number of Shares in respect of which this Warrant
shall not have been exercised, which new Warrant shall in all other respects be
identical to this Warrant. The Company covenants and agrees that it will pay
when due any and all state and federal issue taxes (exclusive of any taxes based
upon the income of Holder) which may be payable in respect of the issuance of
this Warrant or the issuance of any Shares upon exercise of this Warrant.
3A. Non Voting Stock. The Common Stock issuable hereunder shall be
Non-Voting Common Stock. The Company, may at any time on or before September 30,
1996, amend its Certificate of Incorporation so as to provide for a class of
Non-Voting Common Stock which shall have rights, preferences, and limitations
which are identical, in every way, to the Common Stock of the Company
outstanding on the date hereof, except that such class of Non-Voting Common
Stock of the Company outstanding on the date hereof shall not have the right to
vote on any matter except where expressly required by law, and the Non-Voting
Common Stock shall be converted into and shall become, without the necessity of
the exchange of certificates representing such stock, or any other action by the
holder thereof, Common Stock of the Company (which shall have voting rights)
upon the effectiveness of any registration statement filed under the Securities
Act (as hereinafter defined) which registration thereunder includes Common Stock
of the Company. At any time after such authorization of Non- Voting Common Stock
by the Company, upon exercise of this Warrant, the holders thereof shall receive
such Non-Voting Common Stock in lieu thereof and, under such circumstances, the
references to "Shares" shall mean such Non-Voting Common Stock. Upon exercise of
this Warrant prior to the creation of such Non-Voting Common Stock, the holder
shall receive Common Stock of the Company and shall exchange such Common Stock
for Non-Voting Common Stock of the Company when such Non-Voting Common Stock of
the Company is so authorized and, after such exercise of the Warrant and prior
to such exchange, shall be subject to an irrevocable proxy delivered at the time
of such exercise authorizing such person or persons designated by the Company to
exercise all voting rights with respect to such Common Stock.
4. Covenants and Conditions. The above provisions are subject to the
following:
(a) Neither this Warrant nor the Shares have been registered under the
Securities Act of 1933, as amended ("Securities Act") or any state
securities laws
2
("Blue Sky Laws"). This Warrant has been acquired for investment purposes
and not with a view to distribution or resale and may not be pledged,
hypothecated, sold, made subject to a security interest, or otherwise
transferred without (i) an effective registration statement for such
Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii)
an opinion of counsel, which opinion and counsel shall be reasonably
satisfactory to the Company and its counsel, that registration is not
required under the Securities Act and under any applicable Blue Sky Laws
(the Company hereby acknowledges that Bass, Berry & Sims is acceptable
counsel). Transfer of the shares issued upon the exercise of this Warrant
shall be restricted in the same manner and to the same extent as the
Warrant and the certificates representing such Shares shall bear
substantially the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE
TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH
REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
TRANSFER.
The Holder hereof and the Company agree to execute such other documents and
instruments as counsel for the Company reasonably deems necessary to effect the
compliance of the issuance of this Warrant and any shares of Common Stock issued
upon exercise hereof with applicable federal and state securities laws; provided
that such agreement of the Company to execute documents does not include any
undertaking to register the Warrant or the Common Stock issued upon exercise
hereof under any such laws.
(b) The Company covenants and agrees that all Shares which may be
issued upon exercise of this Warrant will, upon issuance and payment
therefor, be legally and validly issued and outstanding, fully paid and
nonassessable, free from all taxes, liens, charges and preemptive rights,
if any, with respect thereto or to the issuance thereof. The Company shall
at all times reserve and keep available for issuance upon the exercise of
this Warrant such number of authorized but unissued shares of Common Stock
and the Non-Voting Common Stock as will be sufficient to permit the
exercise in full of this Warrant.
3
(c) The Company covenants and agrees that it shall not sell any shares
of the Company's capital stock at a price below the lower of (i) the fair
market value of such shares determined at the time of the sale thereof, in
good faith, by the board of directors of the Company or (ii) 80% of the
sale price effective in the sale of shares of the Company's capital stock
immediately preceding such sale, appropriately adjusted by the applicable
conversion rights thereof so as to compare such immediately preceding sale
of a particular security with such sale, or if the securities sold in the
preceding sale are not identical to the securities sold in such sale, by
appropriately adjusting the price of securities sold in such preceding sale
and such sale to any like security into which they may be convertible, or
if there is no such like security into which both the preceding sale and
such sale are convertible, then, adjusted by any reasonable method
determined in good faith by the board of directors of the Company, without
the prior written consent of the Holder hereof. In the event that the
Company sells shares of the Company's capital stock in violation of this
Section 4(c), the number of shares issuable upon exercise of this Warrant
shall be equal to the product obtained by multiplying the number of shares
issuable pursuant to this Warrant prior to such sale by the quotient
obtained by dividing (i) the fair market value of the shares issued in
violation of this Section 4(c) by (il) the price at which such shares were
sold. Notwithstanding anything contained herein to the contrary, the
Company may issue employee stock options and issue shares of the Company's
capital stock in connection therewith without making any anti-dilution
adjustments for the Holder(s) under the anti-dilution provision hereof;
provided, however, that after the date hereof, the Company shall not issue
employee stock options for shares of the Company's capital stock in an
amount greater than ten percent (10%) of the Company's capital stock, on a
fully diluted basis, issued and outstanding as of the date of issuance.
5. Transfer of Warrant. Subject to the provisions of Section 4 hereof, this
Warrant may be transferred, in whole or in part, to any person or business
entity, by presentation of the Warrant to the Company with written instructions
for such transfer; provided, however, that unless an Event of Default (as
defined in the Loan Agreement) has occurred and is continuing, Holder shall not
transfer this Warrant to any supplier or vendor of the Company or any company
engaged in the same business as the Company or FCOA Acquisition Corp. Upon such
presentation for transfer, the Company shall promptly execute and deliver a new
Warrant or Warrants in the form hereof in the name of the assignee or assignees
and in the denominations specified in such instructions. The Company shall pay
all expenses incurred by it in connection with the preparation, issuance and
delivery of Warrants under this Section.
6. Warrant Holder Not Shareholder. Except as otherwise provided herein,
this Warrant does not confer upon the Holder, as such, any right whatsoever as a
shareholder of the Company.
4
7. Observation Rights. The Holder of this Warrant shall (a) receive notice
of and be entitled to attend or may send a representative to attend all meetings
of the Company's Board of Directors in a non-voting observation capacity, (b)
receive copies of all notices, packages and documents provided to members of the
Company's Board of Directors for each board of directors meeting, and (c)
receive copies of all actions taken by written consent by the Company's Board of
Directors, from the date hereof until such time as the indebtedness evidenced by
the Note has been paid in full; provided, however, that if the Company fails to
comply with the notice provisions of this Section, such failure by the Company
shall not be a breach hereunder and shall not effect any action taken by the
Company's Board of Directors if such action had no adverse or disproportionate
effect on Holder.
8. Adjustment Upon Changes in Stock.
(a) If all or any portion of this Warrant shall be exercised
subsequent to any stock split, stock dividend, recapitalization,
combination of shares of the Company, or other similar event, occurring
after the date hereof, then the Holder exercising this Warrant shall
receive, for the aggregate price paid upon such exercise, the aggregate
number and class of shares which such Holder would have received if this
Warrant had been exercised immediately prior to such stock split, stock
dividend, recapitalization, combination of shares, or other similar event.
If any adjustment under this Section 8(a) would create a fractional share
of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded and the number of shares subject
to this Warrant shall be the next higher number of shares, rounding the
fraction upward if it is one-half or more and disregarding if it is less
than one-half. Whenever there shall be an adjustment pursuant to this
Section 8(a), the Company shall forthwith notify the Holder or Holders of
this Warrant of such adjustment, setting forth in reasonable detail the
event requiring the adjustment and the method by which such adjustment was
calculated.
(b) If all or any portion of this Warrant shall be exercised
subsequent to any merger, consolidation, exchange of shares, separation,
reorganization or liquidation of the Company, or other similar event,
occurring after the date hereof, as a result of which shares of Common
Stock shall be changed into the same or a different number of shares of the
same or another class or classes of securities of the Company or another
entity, then the Holder exercising this Warrant shall receive, for the
aggregate price paid upon such exercise, the aggregate number and class of
shares which such Holder would have received if this Warrant had been
exercised immediately prior to such merger, consolidation, exchange of
shares, separation, reorganization or liquidation, or other similar event.
If any adjustment under this Section 8(b) would create a fractional share
of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded and the number of shares subject
to this Warrant shall be the next higher number of shares, rounding the
fraction upward
5
if it is one-half or more and disregarding if it is less than one-half.
Whenever there shall be an adjustment pursuant to this Section 8(b), the
Company shall forthwith notify the Holder or Holders of this Warrant of
such adjustment, setting forth in reasonable detail the event requiring the
adjustment and the method by which such adjustment was calculated.
9. Piggyback Registrations.
(a) Whenever the Company proposes to register any of its securities
under the Securities Act (other than pursuant to the demand by holders of
securities of the Company pursuant to the right to make such demand for the
registration of the securities of the Company) and the registration form to
be used may be used for the registration of the Common Stock of the Company
(a "Piggyback Registration"), the Company shall give prompt written notice
to the holders of the Shares of its intention to effect such a registration
and, subject to Sections 9(c) and 9(d) below, shall include in such
registration all of the Shares with respect to which the Company has
received written requests for inclusion therein within 20 days after
receipt of the Company's notice.
(b) The Registration Expenses (as hereafter defined) of the holders of
the Shares shall be paid by the Company in all Piggyback Registrations.
(c) If a Piggyback Registration is an underwritten registration on
behalf of the Company, and the managing underwriters advise the Company in
writing that in their opinion all or a number of the securities requested
to be included in such registration exceeds the number which can be sold in
an orderly manner in such offering within a price range acceptable to the
Company, the Company shall include in such registration (i) first, the
securities the Company proposes to sell, (ii) second, the securities
requested to be included in such registration by (A) holders of securities,
other than the Shares, pursuant to agreements executed by the Company and
such holders prior to the execution of this agreement which provide therein
for piggyback registration rights and by present and future holders of
securities issued pursuant to the Company's 1989 Employee Stock Option Plan
("1989 Plan") that are Directors or Sponsors, as defined therein, to the
extent permitted under Section 4(c) hereof without any dilutive effect and
(B) future holders of the Company's Series C Preferred Stock (up to
$13,000,000), pursuant to any agreements executed by the Company and such
holders which provide therein for piggyback registration rights, (iii)
third, on a pari passu basis, the Shares and securities held by employees
who are granted options for such securities under the 1989 Plan or who
acquire such securities upon exercise of options under said plan where such
options are granted after the date hereof to the extent permitted under
Section 4(c) hereof without dilutive effect, and (iv) fourth, other
securities requested and permitted to be included in such registration.
6
(d) Notwithstanding anything contained in this Warrant to the
contrary, if any holder of the Shares does not elect to include any Shares
in a Piggyback Registration, such holder of the Shares shall not be
entitled to include any of the Shares in any registration hereunder for six
months after the effective date of such Piggyback Registration.
(e) Each holder of the Shares agrees not to effect any public sale or
distribution (including sales pursuant to Rule 144 under the Securities
Act) of equity securities of the Company, or any securities convertible
into or exchangeable or exercisable for such securities, during (i) the
seven days prior to and (i) the 90-day period beginning on the effective
date of any underwritten Piggyback Registration in which any of the Shares
are included (except as part of such underwritten registration) and (ii)
the seven days prior to and the 120-day period beginning on the effective
date of the first firm underwritten public offering of Common Stock of the
Company under the Securities Act (except as part of such underwritten
registration), unless the underwriters managing the registered public
offering otherwise agree.
(f) The Company agrees to indemnify, to the extent permitted by law,
each holder of the Shares, its partners, officers and directors and each
Person (as hereafter defined) who controls such holder (within the meaning
of the Securities Act), with respect to any registration which pursuant to
this Agreement includes any of the Shares, against all losses, claims,
damages, liabilities and expenses caused by any untrue or alleged untrue
statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
there to or any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by or on behalf of such
holder expressly for use therein or by such holder's failure to deliver a
copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a
sufficient number of copies of the same. In connection with an underwritten
offering, the Company shall indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the
meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the holders of the Shares.
(g) In connection with any registration statement in which any of the
Shares are pursuant to this Warrant included, each holder of such Shares
shall furnish to the Company in writing such information and affidavits as
the Company reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law,
shall indemnify the Company, its directors and officers and each Person who
controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses resulting from any untrue
or alleged untrue statement of material fact
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contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the
extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such holder; provided
that the obligation to indemnify shall be individual to each such holder.
(h) Any Person entitled to indemnification hereunder shall (i) give
prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any Person's right to indemnification hereunder to
the extent such failure has not prejudiced the indemnifying party) and (ii)
unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be
subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld).
An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonably judgment of any
indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim.
(i) If the indemnification provided for in this Section 9 is
unavailable or insufficient to hold harmless an indemnified party, then
each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of the losses, claims, damages or
liabilities referred to in this Section 9 in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in
connection with the statements or omissions which resulted in such losses,
claims, demands or liabilities as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or parties on the
one hand or the indemnified party on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this Section 9(i) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim
which is the subject of this Section 9(i). No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.
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(j) The indemnification provided for under this Warrant shall remain
in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and shall survive the transfer of
securities.
(k) No holder of the Shares may participate in any registration
pursuant to this Agreement which is underwritten unless such holder (i)
agrees to sell such holder's securities on the basis provided in any
underwriting arrangements approved by the holder or holders entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting
arrangements; provided that no holder of the Shares included in any
underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters other than representations
and warranties regarding such holder and such holder's intended method of
distribution.
(l) For the purposes of this Section 9 "Registration Expenses" means
all expenses incident to the Company's performance of or compliance with
Section 9 of this Warrant, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue
sky laws, printing expenses, messenger and delivery expenses, fees and
disbursements of custodians, and fees and disbursements of counsel for the
Company and all independent certified public accountants, underwriters (but
excluding discounts and commissions) and other Persons retained by the
Company.
(m) For the purposes of this Section 9 "Person" means an individual, a
partnership, a corporation, a limited liability company, an association, a
joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or
political subdivision thereof.
10. Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or
make any special dividend or other distribution to the holders of its
Common Stock;
(c) offer for subscription to the holders of any of its Common Stock
any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or
consolidate, merge or otherwise combine with, or sell all or substantially
all of its assets to, another corporation; or
9
(e) voluntarily or involuntarily dissolve, liquidate or wind up the
affairs of the Company;
then, in any one or more of said cases, the Company shall give to the
Holder of the Warrant, by certified or registered mail, (i) at least twenty
(20) days' prior written notice of the date on which the books of the
Company shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in
respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, and (ii) in the case
of such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, at least twenty (20) days' prior
written notice of the date when the same shall take place; provided,
however, that if the Company fails to comply with the notice provisions of
this Section, such failure by the Company shall not be a breach hereunder
and shall not effect any action taken by the Company's Board of Directors
if such action had no adverse or disproportionate effect on Holder. Any
notice required by clause (i) shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto, and any notice required
by clause (ii) shall specify the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the
case may be.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the date
first above written.
FCOA ACQUISITION CORP., a Delaware
corporation
By:_______________________________
Title:____________________________
SIRROM CAPITAL CORPORATION, a
Tennessee corporation
By:_______________________________
Title:____________________________
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