STOCK PLEDGE AGREEMENT EXHIBIT 10.19
THIS AGREEMENT is dated as of the ___ day of April, 1997 by COYOTE SPORTS,
INC, a Nevada corporation ("Borrower"), in favor of DEERE PARK CAPITAL
MANAGEMENT, INC., an Illinois corporation ("Deere Park"), and XXXXX XXXX
(individually, "Secured Party", and, collectively, "Secured Parties").
WITNESSETH:
WHEREAS, Borrower has executed certain Secured Promissory Notes (the
"Notes"), pursuant to which Secured Parties contemporaneously with the execution
and delivery hereby shall loan funds to Borrower (the "Loan"); and
WHEREAS, pursuant to such Notes, Borrower pledged 2,000,000 shares of the
ordinary shares of Apollo Sports Holdings Limited and 100 shares of common stock
of Apollo Golf, Inc., as security for repayment of the Loan.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower hereby agrees as follows:
1. Grant of Security Interest. Borrower hereby grants to Secured Parties
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a security interest in 2,000,000 shares of the ordinary shares of Apollo Sports
Holdings Limited, a public limited company organized under the laws of England
and Wales, and 100 shares of common stock of Apollo Golf, Inc. (the
"Collateral"), the Collateral representing all of Borrower's interest in, and
one hundred percent (100%) of the outstanding capital of, such corporations, and
all distributions at any time received or receivable in respect of or in
exchange for such Collateral, whether paid in cash or other property, including,
without limitation additional interests issued as dividends or distributions or
as a result in any reclassification, split-up or other reorganization, all
monies and replacements or, all substitutions for, and all proceeds, whether
upon sale, collection, transfer, exchange of or other disposition, of all or any
of the foregoing, to secure payment of all of the obligations of Borrower to
each Secured Party now existing or hereafter arising, (the "Obligations"),
including without limitation, all obligations under the Notes.
2. Delivery of Collateral. Upon execution and delivery of this
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Agreement, Borrower agrees to deliver to Deere Park certificates representing
the Collateral, together with duly executed stock power or powers with respect
thereto.
3. Warranties and Covenants of Borrower. Borrower hereby warrants and
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covenants that:
(a) Except for the security interest granted hereby, Borrower is the
owner of the Collateral free from any adverse lien, security interest or
encumbrance; and Borrower will defend the Collateral against all claims and
demands of all persons at any time claiming the same or any interest therein.
(b) Borrower will not sell or offer to sell, assign, pledge, lease or
otherwise transfer or encumber the Collateral or any interest therein, without
the prior written consent of Secured Parties.
4. Maintenance of Security Interest. Borrower shall pay all expenses
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and, upon request, take any action reasonably deemed advisable by Secured
Parties, or either of them, to preserve the Collateral or to establish,
determine priority of, perfect, continue perfected, terminate and/or enforce
Secured Parties' interest therein or rights under this Agreement.
5. Authority of Secured Parties to Perform for Borrower. Upon the
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occurrence of an Event of Default (as defined below), Secured Parties, or either
of them, is authorized, in Borrower's name or otherwise, to take any such action
necessary to effect the transfer of the Collateral, including, without
limitation, signing or endorsing Borrower's name or paying any amount so
required, and the cost shall be part of the Borrower's Obligations secured by
this Agreement and shall be payable by Borrowers upon demand with interest from
the date of payment by Secured Parties,
or either of them, at the highest rate stated in any evidence of any Obligations
but not in excess of the maximum rate permitted by law.
6. Events of Default. The following shall be "Events of Default" for
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purposes of this Agreement:
(a) any "Event of Default" under the Note, as that term is defined
in the Note; or
(b) the breach of any warranty or covenant of Borrower under this
Stock Pledge Agreement, and the failure of Borrower to remedy such breach within
fifteen (15) days after receiving notice thereof.
7. Remedies.
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(a) Upon an Event of Default (regardless of whether the Code has been
enacted in the jurisdiction where rights or remedies are asserted) and at any
time thereafter (such default not having previously been cured), Secured
Parties, or either of them, at their option may declare all indebtedness secured
hereby immediately due and payable and shall have the remedies of a secured
party under the Uniform Commercial Code of Illinois.
(b) The remedies of Secured Parties hereunder are cumulative and the
exercise of any one or more of the remedies provided for herein or under the
Uniform Commercial Code of Illinois shall not be construed as a waiver of any of
the other remedies of Secured Parties so long as any part of the indebtedness
secured hereby remains unsatisfied.
8. General.
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(a) No waiver by Secured Parties, or either of them, of any default
shall operate as a waiver of any other default or of the same default on a
future occasion. A waiver by either Secured Party shall not operate as a waiver
by the other. All rights of Secured Parties hereunder shall inure to the
benefit of its successors and assigns; and all obligations of Borrower shall
bind its heirs, executors or administrators or its successors or assigns.
(b) All rights of Secured Parties in, to and under this Agreement and
in and to the Collateral shall pass to and may be exercised by any assignee
thereof. Borrower agrees that if either Secured Party gives notice to Borrower
of an assignment of said rights, upon such notice, the liability of Borrower to
the assignee shall be immediate and absolute. Borrower will not set up any
claim against Secured Parties as a defense, counterclaim or set-off to any
action brought by any such assignee for the unpaid balance owed hereunder,
provided that Borrower shall not waive hereby any right of action to the extent
that waiver thereof is expressly made unenforceable under applicable law. This
Agreement shall be governed and construed in accordance with the internal laws
of the State of Illinois.
(c) If any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
9. CONSENT TO JURISDICTION. BORROWER HEREBY CONSENTS TO THE EXCLUSIVE
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JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN XXXX COUNTY, ILLINOIS,
AND WAIVES ANY OBJECTION BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE
OR FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR
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PROCEEDINGS RELATING TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED HEREUNDER OR
IN CONNECTION HEREWITH, OR ANY TRANSACTION ARISING FROM OR CONNECTED TO ANY OF
THE FOREGOING. BORROWER WAIVES ITS RIGHT TO A JURY TRIAL AND PERSONAL SERVICE
OF ANY AND ALL PROCESS, AND CONSENTS TO ALL SUCH SERVICE OF PROCESS MADE BY
CERTIFIED OR REGISTERED MAIL OR BY MESSENGER DIRECTED TO THE ADDRESS SPECIFIED
BELOW. NOTHING HEREIN SHALL AFFECT SECURED PARTIES' RIGHTS TO SERVE PROCESS IN
ANY MANNER PERMITTED BY LAW, OR LIMIT
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SECURED PARTIES' RIGHT TO BRING PROCEEDINGS AGAINST BORROWER OR ITS PROPERTY OR
ASSETS IN THE COMPETENT COURTS OF ANY OTHER JURISDICTION OR JURISDICTIONS.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
COYOTE SPORTS, INC.
("BORROWER")
By: /s/ Xxx Xxxxxxxxxxx
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Its: President
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