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Shoneys Inc, et al. · SC TO-I · Shoneys Inc, et al. · On 7/18/00 · EX-12

Filed On 7/18/00, 12:17pm ET   ·   Accession Number 927570-0-60   ·   SEC Files 5-39639 (SC 13E3), 5-39639

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 7/18/00  Shoneys Inc                       SC TO-I               15:381K Shoneys Inc                       Tuke Yopp & Sweeney/FA
          Shoneys Inc                                                     Shoneys Inc

Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I     Shoney's, Inc. Schedule to and Schedule 13E-3 With    14±    52K 
                          Respect to Shoney's Lyons and Tpi                      
 2: EX-1        Exhibit (A)(1) to Schedule to and Schedule 13E-3      52±   204K 
 3: EX-2        Exhibit (A)(2) to Schedule to and Schedule 13E-3      18±    76K 
 4: EX-3        Exhibit (A)(3) to Schedule to and Schedule 13E-3      19±    77K 
 5: EX-4        Exhibit (A)(4) to Schedule to and Schedule 13E-3       4±    17K 
 6: EX-5        Exhibit (A)(5) to Schedule to and Schedule 13E-3       4±    17K 
 7: EX-6        Exhibit (A)(6) to Schedule to and Schedule 13E-3       2±    13K 
 8: EX-7        Exhibit (A)(7) to Schedule to and Schedule 13E-3       3±    14K 
 9: EX-8        Exhibit (A)(8) to Schedule to and Schedule 13E-3       3±    16K 
10: EX-9        Exhibit (A)(9) to Schedule to and Schedule 13E-3       3±    17K 
11: EX-10       Exhibit (A)(10) to Schedule to and Schedule 13E-3      4±    20K 
12: EX-11       Exhibit (A)(11) to Schedule to and Schedule 13E-3      2±    12K 
13: EX-12       Exhibit (B) to Schedule to and Schedule 13E-3         15±    57K 
14: EX-13       Exhibit (D)(1) to Schedule to and Schedule 13E-3       6±    29K 
15: EX-14       Exhibit (D)(10) to Schedule to and Schedule 13E-3      7±    30K 

EX-12   —   Exhibit (B) to Schedule to and Schedule 13E-3
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
11st Page   -   Filing Submission
"Mortgage Loan
"Fixed Charge Coverage Ratio

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

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