EXHIBIT C
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STOCK PLEDGE LETTER
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January 14, 1998
Sirrom Capital Corporation
000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
Gentlemen:
Reference is made to that certain Pledge and Security Agreement (the
"Pledge Agreement"), dated October 22, 1996, between Brookhaven Capital
Corporation (the "Shareholder") and you pursuant to which Shareholder has
pledged to you 382,870 shares (the "Shares") of the undersigned as security for
obligations of Hartan, Inc. to you under that certain Loan Agreement, dated
October 22, 1996, between TRC Acquisition Corporation and you (the "Loan
Agreement"). Defined terms used herein which are not otherwise defined shall
have the meaning set forth in the Pledge Agreement.
The undersigned hereby acknowledges and confirms that the necessary changes
and registrations on the books of the undersigned have been made to reflect the
pledge of the Shares under the Pledge Agreement. In particular, the undersigned
acknowledges and confirms that you have been designated as the only registered
pledgee of the Shares.
This letter shall continue in full force and effect until all Obligations
have been paid and/or satisfied.
HARVEST RESTAURANT GROUP, INC.
By: Xxxxx X. Xxxx, III
Title: Chairman and CEO
