Exhibit 10.50
EXECUTION COPY
FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT
This FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT, dated as of April 1,
1998 (this "Amendment"), to that certain Stock Pledge Agreement dated as of
November 1, 1990 (the "Existing Agreement") among QUINCY'S RESTAURANTS, INC., an
Alabama corporation ("Pledgor") and SECURED RESTAURANTS TRUST, a Delaware
statutory business trust ("Issuer") existing pursuant to an Amended and Restated
Trust Agreement dated as of October 15, 1990.
RECITALS
A. All capitalized terms used herein and not otherwise defined shall have the
same meanings as set forth in the Existing Agreement. The Existing Agreement, as
amended by this Amendment, is referred to as this "Pledge Agreement."
B. In consideration of Financial Security Assurance Inc., a New York stock
insurance company ("Financial Security") giving its consent to an in-substance
defeasance of mortgage notes made by affiliates of Pledgor, Pledgor and Issuer
desire to amend the Existing Agreement as set forth below.
AGREEMENTS
NOW, THEREFORE, for and in consideration of the mutual promises and
agreements set forth herein, the parties hereto, intending to be legally bound,
agree as follows:
1. Because the Guaranty and the Leases are being terminated, Section 6
of the Existing Agreement is amended to read as follows: "The occurrence of any
one or more (a) Events of Default under (i) the Loan Agreement dated as of
November 1, 1990 between the Pledged Entity and the Issuer, as amended by
Amendment No. 1 thereto dated as of November 1, 1991 and Amendment No. 2 thereto
dated as of Xxxxx 0, 0000, (xx) the Loan Agreement dated as of November 1, 1990
between Spardee's Realty, Inc. ("Spardee's") and the Issuer as amended by
Amendment No. 1 thereto dated as of November 1, 1991 and Amendment No. 2 thereto
dated as of April 1, 1998 (each of (i) and (ii) are a "Loan Agreement"), (iii)
any Mortgage Note (as defined in either Loan Agreement), or (iv) this Pledge
Agreement shall constitute an Event of Default hereunder.
2. Because the Guaranty and the Leases are being terminated, Section 9
of the Existing Agreement is amended to provide for certain restrictions to be
set forth in this Pledge Agreement and shall provide as follows: "Pledgor agrees
it shall not cause the Pledged Entity to declare or make payment of (i) any
dividend or other distribution on any shares of its capital stock, including
without limitation any dividends payable in cash or other assets or (ii) any
payment on account of the purchase, redemption, retirement or acquisition of any
option, warrant
or other right to acquire shares of stock of the Pledged Entity. If the Pledged
Entity declares or makes any such dividend, it shall be an "Event of Default"
under this Pledge Agreement."
3. Section 24 of the Existing Agreement is amended to read as follows:
"This Pledge Agreement shall terminate when the "Substitution" occurs. The
"Substitution" shall occur when certain conditions precedent thereto, as set
forth in a Letter Agreement dated as of April 1, 1998, between Financial
Security, the Pledgor, the Pledged Entity and Advantica Restaurants Group Inc.,
are satisfied and the Release (as defined in such Letter Agreement) occurs.
4. Because the Guaranty and the Leases are being terminated, the
following Sections are added to the Existing Agreement.
Section 27 Voting Proxy. Pledgor hereby grants to the
Collateral Agent for the benefit of Financial Security an irrevocable
proxy to vote the Pledged Stock with respect to the dissolution,
insolvency, liquidation, consolidation, merger, sale of assets,
transfer of shares or amendment of the certificate of incorporation or
the bylaws of the Pledged Entity, which proxy is coupled with an
interest and shall continue until this Pledge Agreement terminates.
Pledgor represents and warrants that it has directed the Pledged Entity
to reflect the Collateral Agent's right to vote the Pledged Stock, on
behalf of Financial Security, on the Pledged Entity's books. Upon the
request of the Collateral Agent or Financial Security, Pledgor shall
deliver to the Collateral Agent such further evidence of such
irrevocable proxy or such further irrevocable proxy to vote the
Collateral as the Collateral Agent or Financial Security may reasonably
request. Any violation of this Section shall constitute an Event of
Default under this Pledge Agreement.
Section 28 Third-Party Beneficiary. Financial Security shall
be a third-party beneficiary of this Pledge Agreement and entitled to
enforce the provisions hereof directly, as if a party hereto.
5. This Amendment may be executed in counterparts and by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
6. This Amendment shall be construed in connection with, and as part
of, the Existing Agreement. The terms, conditions, representations, warranties,
covenants, agreements, rights, remedies, powers and privileges set forth in the
Existing Agreement, as amended or otherwise modified hereby, are hereby
confirmed in all respects by the parties hereto and shall continue in full force
and effect.
7. Each reference to the Pledge Agreement, or words of similar import
in the Existing Agreement or any notice, communication, certificate, instrument
or other document executed and delivered in connection therewith after the date
hereof shall be deemed to be a reference to the Existing Agreement, as amended,
supplemented and otherwise modified hereby, and, as the same may be amended,
supplemented or otherwise modified from time to time after the date hereof,
unless the context requires otherwise.
2
8. This Amendment shall be binding upon, shall inure to the benefit of,
and shall be enforceable by, the parties hereto and their respective successors
and permitted assigns.
9. Any provision of this Amendment which is prohibited or unenforceable
in any jurisdiction shall be, as to such jurisdiction, ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Amendment, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
3
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Stock Pledge Agreement to be executed effective as of the date first above
written.
SECURED RESTAURANTS TRUST
By Wilmington Trust Company, not in its
individual capacity, but solely as Issuer Trustee
By /s/ Xxxx St. Xxxxx
Xxxx St. Xxxxx
Assistant Vice President
QUINCY'S RESTAURANTS, INC.
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President and Treasurer
The following parties consent to the First Amendment to Stock Pledge
Agreement in accordance with the terms of this Amendment.
FINANCIAL SECURITY ASSURANCE INC.
By /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
General Counsel and Managing Director
THE BANK OF NEW YORK, as Collateral Agent
By /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Title Agent
