EXHIBIT (b)(3)
STOCK PLEDGE AGREEMENT
AGREEMENT made effective the 1st day of May, 2000, between St Xxxxx
Asset Investment, Inc. ("Pledgee"), 0000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx, XX
00000 and __________________ ("Pledgor"), __________________________________.
The party to be accommodated hereunder is Jacksonville Restaurant Acquisition
Corp. ("Borrower"), 0000 Xxxxxxxx Xxx Xxxxx, Xxxxxxxxxxxx, XX 00000.
In consideration of the mutual covenants and promises herein
contained, the parties agree as follows:
1. Creation of Security Interest.
For valuable consideration, and to induce Pledgee to enter into, and
to make loan advances to Borrower pursuant to, a Line of Credit Agreement dated
May 1, 2000 ("LOC"), Pledgor hereby grants a security interest pursuant to
Uniform Commercial Code, Article 9, of the State of Delaware, to Pledgee in the
following described investment securities: One Hundred (100) common shares of
stock in Jacksonville Restaurant Acquisition Corp., represented by certificate
numbered ___ which is herewith delivered to Pledgee, and all after-acquired
shares of stock in Jacksonville Restaurant Acquisition Corp., all herein
referred to as "securities",
2. Obligation Secured.
Pledgee shall hold securities as security for the repayment of the
LOC.
3. Transfer of Securities to Pledgee.
Pledgor hereby appoints Pledgee its attorney in fact to arrange for
the transfer of securities on the books of the issuing corporations to the name
of Pledgee. Pledgee may exercise all of the rights and privileges in connection
with securities to which a transferee may be entitled as the record holder
thereof, together with the rights and privileges otherwise granted hereunder.
Pledgee shall be under no obligation to exercise any of such rights or
privileges. Pledgor's rights under this paragraph shall not be effective unless
and until a default as hereinafter defined occurs and is not cured within any
time period set forth herein.
4. Substitution or Exchange of Securities.
If, with the consent of Pledgee, Pledgor shall substitute or exchange
other securities in place of those herein mentioned, all of the rights and
privileges of Pledgee and all of the obligations of Pledgor with respect to the
securities originally pledged or held as collateral hereunder shall be
forthwith applicable to such substituted or exchanged securities.
5. Default.
Occurrence of any default under the terms of the Line of Credit
Agreement shall constitute a default under this Agreement, subject to the same
periods of time to cure any such default contained in said Line of Credit
Agreement. Notice of default shall be given to Pledgor in writing simultaneously
with the giving of such notice to Borrower under the Line of Credit Agreement.
6. Remedies.
On any default hereunder, Pledgee shall have all remedies available to
Pledgee under the Line of Credit Agreement. In addition thereto, and not by way
of limitation, Pledgee shall have all the rights and remedies of a secured party
under Uniform Commercial Code Article 9 and any law of the State of Delaware.
Without limiting any of the foregoing, Pledgee may sell, without any previous
demand or demands for performance on Pledgor, the whole or any part of
securities, either at public or private sale or at board of brokers. Securities
being a type of collateral customarily sold on a recognized market, no
advertisement or notice of sale shall be required. Pledgee shall the right to
purchase any or all of securities, whether sale is public or private or at a
board of brokers. After deducting all legal and other costs, expenses, and
charges, including reasonable attorneys' fees, incurred in the collection, sale,
delivery, or preservation of securities, or any part thereof, Pledgee shall
apply the residue of such sale proceeds to the payment of the indebtedness of
Borrower to Pledgee under the Line of Credit Agreement. Should there be any
surplus of such proceeds, such surplus shall be paid to Pledgor. Pledgor shall
have no personal liability to pay any indebtedness of Borrower to Pledgee,
Pledgor liability hereunder being limited solely to the value of the securities
pledged.
7. Assignment.
This Agreement is for the benefit of Pledgee, its successors or
assigns. In the event Pledgee shall assign, indorse, sell, transfer, or
hypothecate to any person, firm, bank or corporation the securities deposited
hereunder, such assignment or transfer shall automatically constitute an
2
assignment and transfer of this Agreement and of all rights given Pledgee
hereunder.
8. Waiver.
Pledgor waives any right to require Pledgee to proceed against any
person, to proceed against or exhaust any other collateral, or to pursue any
other remedy in the power of Pledgee. Pledgor further waives any defense arising
by reason of any disability or other defense of any other person. Until all
indebtedness hereunder is paid in full, Pledgor shall have no right of
subrogation, and Pledgor waives any right to enforce any remedy that Pledgee now
has or may hereafter have against any other person and waives any benefit of and
any right to participate in any collateral whatsoever now or hereafter held by
Pledgee. Pledgor authorizes Pledgee, without notice or demand and without
affecting the liability of the indebtedness of Pledgor hereunder, to renew,
extend, accelerate, or otherwise change the time for payment of or otherwise
change the terms of the indebtedness hereunder or any part thereof, including
increase or decrease of the rate of interest thereon; to take and hold
collateral other than securities to secure the payment of such indebtedness or
any part thereof and to exchange or release securities or such other collateral;
and to release or substitute any of the indorsers or guarantors of such
indebtedness or any part thereof, or any other parties thereto.
9. Term.
This Agreement shall constitute a continuing agreement applying to any
and all future, as well as existing, transactions between Pledgor and Pledgee,
and all powers, rights, privileges, obligations, and duties herein set forth
shall apply to, inure to the benefit of, and be binding on the heirs, executors,
administrators, successors and assigns of Pledgor and Pledgee.
IN WITNESS WHEREOF, the parties have executed this
3
Agreement effective the day and year first above written.
St. Xxxxx Asset Investment, Inc.
By: ____________________________________
Xxxxx Xxxx, Pres.
____________________________________
(Pledgor)
4
