EXHIBIT 10.18
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT dated as of January 31, 1997 by and HARRY'S XXXXXX'X
MARKET, INC., a Georgia corporation (the "Pledgor") and CREDITANSTALT-
BANKVEREIN, as successor Agent (the "Pledgee").
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement
dated as of December 30, 1994 (as amended, supplemented, restated or otherwise
modified from time to time in accordance with its terms, the "Credit Agreement")
by and among the Pledgor, the Lenders named therein (the "Lenders") and the
Pledgee, the Lenders have made available to the Pledgor certain financial
accommodations; and
WHEREAS, the Pledgor desires to enter into the transactions contemplated by
that certain Consent and Ninth Amendment to Amended and Restated Credit
Agreement dated as of the date hereof (the "Amendment") by and among the
Pledgor, the Lenders and the Agent;
WHEREAS, it is a condition precedent to the effectiveness of the Amendment
that the Pledgor execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1 PLEDGE. The Pledgor hereby pledges, hypothecates, assigns,
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transfers, sets over and delivers unto the Pledgee for the benefit of the
Lenders, and grants to the Pledgee for the benefit of the Lenders a security
interest in, all of the Pledgor's right, title and interest in, to and under the
following (collectively, the "Pledged Collateral"): (a) all of the common stock,
shares, equity interest, ownership interest, beneficial interest and other
securities (collectively, "Securities") of Karalea, Inc., a Georgia corporation
("Karalea"), Marthasville Trading Company ("Marthasville"), a Georgia
corporation, and HFMI Acquisition Corporation, a Delaware corporation, the HFMI
Trust ("Newco"; Karalea, Marthasville, Newco and the HFMI Trust are collectively
referred to as the "Issuers" and individually referred to as an "Issuer") and as
more particularly described on Schedule 1 attached hereto; (b) any additional
Securities of the Issuers as may from time to time be issued to the Pledgor or
otherwise acquired by the Pledgor; (c) any cash or additional Securities or
other property at any time and from time to time receivable or otherwise
distributable in respect of, in exchange for, or in substitution of, any of the
property referred to in any of the immediately preceding clauses (a) and (b);
and (d) any and all products and proceeds of any of the foregoing, together with
and all other rights, titles, interests, powers, privileges and preferences
pertaining to said property. As used herein, "HFMI Trust" shall mean the trust
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established pursuant to the Trust Agreement dated as of even date herewith
between Pledgor and Wilmington Trust Company, as trustee, with respect to
certain intellectual property described therein.
SECTION 2 OBLIGATIONS SECURED. This Agreement is made, and the security
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interest created hereby is granted to the Pledgee for the benefit of the
Lenders, to secure the prompt performance and payment in full of the following
(collectively, the "Secured Obligations"): (a) all Obligations and (b) any
reasonable costs or expenses incurred by the Pledgee or Pledgee's counsel in
connection with the realization of the security for which this Agreement
provides, including, without limitation, any reasonable costs or expenses of any
proceedings to which this Agreement may give rise.
SECTION 3 REPRESENTATIONS AND WARRANTIES. The Pledgor hereby represents
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and warrants to the Pledgee and the Lenders as follows:
(a) Validly Issued, etc. All of the outstanding stock and ownership
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certificates of each Issuer has been validly issued and are fully paid and
nonassessable.
(b) Title and Liens. The Pledgor is, and will at all times continue to be,
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the legal and beneficial owner of the Pledged Collateral and none of the Pledged
Collateral is subject to any Lien other than Permitted Liens. No financing
statement under the Uniform Commercial Code of any jurisdiction which names the
Pledgor as debtor or covers any of the Pledged Collateral, or any other notice
filed in the public records indicating the existence of a Lien thereon, has been
filed and is still effective in any state or other jurisdiction, other than
Uniform Commercial Code financing statements filed in favor of the Pledgee, and
the Pledgor has not signed any such financing statement or notice or any
security agreement authorizing the filing of any such financing statement or
notice, other than Uniform Commercial Code financing statements filed in favor
of the Pledgee.
(c) Authority, etc. The Pledgor (i) has the power and authority to pledge
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the Collateral in the manner hereby done or contemplated and (ii) will defend
its title or interest thereto or therein against any and all Liens (other than
the Lien created by this Agreement and Permitted Liens), however arising, of all
persons.
(d) No Approval. No consent or approval of any Governmental Agency or any
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securities exchange was or is necessary to the validity of the pledge effected
hereby.
(e) Outstanding Shares. The Securities of Karalea, Marthasville and Newco
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pledged by the Pledgor hereunder constitute the percentages of the issued and
outstanding stock of the Issuers set forth on Schedule 1 attached hereto. The
Securities of the HFMI Trust pledged by the Pledgor hereunder constitute all of
the Georgia Class Owner Certificates.
SECTION 4 NO LIENS; NO SALE OF PLEDGED COLLATERAL. The Pledgor hereby
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unconditionally covenants and agrees that it will not create, assume, incur or
permit or suffer to exist or to be created, assumed or incurred, any Lien on any
of the Pledged Collateral (or any interest therein), other than Permitted Liens,
and will not, without the prior written consent of the Pledgee, sell, lease,
assign, transfer or otherwise dispose of all or any portion of the Pledged
Collateral (or any interest therein).
SECTION 5 ADDITIONAL SHARES.
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(a) During the period this Agreement is in effect, the Pledgor shall not
permit Karalea or Marthasville to issue any additional shares of capital stock
or other equity securities or interests to any Person other than the Pledgor.
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Further, the Pledgor shall not permit Karalea or Marthasville to amend or modify
its articles or certificate of incorporation in a manner which would affect the
voting, liquidation, preference or other rights of a holder of the shares of
stock pledged hereunder.
(b) The Pledgor agrees that, until this Agreement has terminated in
accordance with its terms, any additional Securities of an Issuer at any time
issued to the Pledgor or otherwise acquired by the Pledgor shall be promptly
delivered or otherwise transferred to the Pledgee as additional Pledged
Collateral and shall be subject to the Lien of, and the terms and conditions of,
this Agreement.
SECTION 6 VOTING RIGHTS; DIVIDENDS, ETC.
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(a) So long as no Event of Default shall have occurred and be continuing:
(i) the Pledgor shall be entitled to exercise any and all voting
and/or consensual rights and powers accruing to an owner of the Pledged
Collateral or any part thereof for any purpose not inconsistent with the
terms and conditions of this Agreement or any agreement giving rise to or
otherwise relating to any of the Secured Obligations; provided, however,
that the Pledgor shall not exercise, or refrain from exercising, any such
right or power if any such action would have a materially adverse effect on
the value of such Pledged Collateral in the judgment of the Pledgee;
(ii) the Pledgor shall be entitled to retain and use any and all cash
dividends paid on the Pledged Collateral, but any and all stock and/or
liquidating dividends, other distributions in property, return of capital
or other distributions made on or in respect of Pledged Securities, whether
resulting from a subdivision, combination or reclassification of
outstanding Securities of an Issuer which are pledged hereunder or received
in exchange for Pledged Collateral or any part thereof or as a result of
any merger, consolidation, acquisition or other exchange of assets or on
the liquidation, whether voluntary or involuntary, of an Issuer, or
otherwise, shall be and become part of the Pledged Collateral pledged
hereunder and, if received by the Pledgor, shall forthwith be delivered to
the Pledgee to be held as collateral subject to the terms and conditions of
this Agreement.
The Pledgee agrees to execute and deliver to the Pledgor, or cause to be
executed and delivered to the Pledgor, as appropriate, at the sole cost and
expense of the Pledgor, all such proxies, powers of attorney, dividend orders
and other instruments as the Pledgor may reasonably request for the purpose of
enabling the Pledgor to exercise the voting and/or consensual rights and powers
which Pledgor is entitled to exercise pursuant to clause (i) above and/or to
receive the dividends which Pledgor is authorized to retain pursuant to clause
(ii) above.
(b) Upon the occurrence and during the continuance of an Event of Default,
all rights of the Pledgor to exercise the voting and/or consensual rights and
powers which Pledgor is entitled to exercise pursuant to subsection (a)(i) above
and/or to receive the dividends which Pledgor is authorized to receive and
retain pursuant to subsection (a)(ii) above shall cease, and all such rights
thereupon shall become immediately vested in the Pledgee, which shall have, to
the extent permitted by law, the sole and exclusive right and authority to
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exercise such voting and/or consensual rights and powers which the Pledgor shall
otherwise be entitled to exercise pursuant to subsection (a)(i) above and/or to
receive and retain the dividends which the Pledgor shall otherwise be authorized
to retain pursuant to subsection (a)(ii) above. Any and all money and other
property paid over to or received by the Pledgee pursuant to the provisions of
this subsection (b) shall be retained by the Pledgee as additional collateral
hereunder and shall be applied in accordance with the provisions of Section 8.
If the Pledgor shall receive any dividends or other property which it is not
entitled to receive under this Section, the Pledgor shall hold the same in trust
for the Pledgee, without commingling the same with other funds or property of or
held by the Pledgor, and shall promptly deliver the same to the Pledgee upon
receipt by the Pledgor in the identical form received, together with any
necessary endorsements.
SECTION 8 REMEDIES UPON DEFAULT.
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(a) In addition to any right or remedy that the Pledgee may have under the
Credit Agreement, the other Credit Documents or otherwise under applicable law,
if an Event of Default shall have occurred, the Pledgee may exercise any and all
the rights and remedies of a secured party under the UCC and may otherwise sell,
assign, transfer, endorse and deliver the whole or, from time to time, any part
of the Pledged Collateral at a public or private sale or on any securities
exchange, for cash, upon credit or for other property, for immediate or future
delivery, and for such price or prices and on such terms as the Pledgee in its
discretion shall deem appropriate. The Pledgee shall be authorized at any sale
(if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to Persons who will represent and agree that they are purchasing the
Pledged Collateral for their own account in compliance with the Securities Act
and upon consummation of any such sale the Pledgee shall have the right to
assign, transfer, endorse and deliver to the purchaser or purchasers thereof the
Pledged Collateral so sold. Each purchaser at any sale of Pledged Collateral
shall take and hold the property sold absolutely free from any claim or right on
the part of the Pledgor, and the Pledgor hereby waives (to the fullest extent
permitted by applicable law) all rights of redemption, stay and/or appraisal
which the Pledgor now has or may at any time in the future have under any
applicable law now existing or hereafter enacted. The Pledgor agrees that, to
the extent notice of sale shall be required by applicable law, at least ten
days' prior written notice to the Pledgor of the time and place of any public
sale or the time after which any private sale is to be made shall constitute
reasonable notification, but notice given in any other reasonable manner or at
any other reasonable time shall constitute reasonable notification. Such
notice, in case of public sale, shall state the time and place for such sale,
and, in the case of sale on a securities exchange, shall state the exchange on
which such sale is to be made and the day on which the Pledged Collateral, or
portion thereof, will first be offered for sale at such exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Pledgee may fix and shall state in the notice
or publication (if any) of such sale. At any such sale, the Pledged Collateral,
or portion thereof to be sold, may be sold in one lot as an entirety or in
separate parcels, as the Pledgee may determine in its sole and absolute
discretion. The Pledgee shall not be obligated to make any sale of the Pledged
Collateral if it shall determine not to do so regardless of the fact that notice
of sale of the Pledged Collateral may have been given. The Pledgee may, without
notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case the sale of all or any part of the
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Pledged Collateral is made on credit or for future delivery, the Pledged
Collateral so sold may be retained by the Pledgee until the sale price is paid
by the purchaser or purchasers thereof, but the Pledgee shall not incur any
liability to the Pledgor in case any such purchaser or purchasers shall fail to
take up and pay for the Pledged Collateral so sold and, in case of any such
failure, such Pledged Collateral may be sold again upon like notice. At any
public sale made pursuant to this Agreement, each of the Pledgee and the
Lenders, to the extent permitted by applicable law, may bid for or purchase,
free from any right of redemption, stay and/or appraisal on the part of the
Pledgor (all said rights being also hereby waived and released to the extent
permitted by applicable law), any part of or all the Pledged Collateral offered
for sale and may make payment on account thereof by using any claim then due and
payable to the Pledgee or the Lenders from the Pledgor as a credit against the
purchase price, and the Pledgee and the Lenders may, upon compliance with the
terms of sale and to the extent permitted by applicable law, hold, retain and
dispose of such property without further accountability to the Pledgor therefor.
For purposes hereof, a written agreement to purchase all or any part of the
Pledged Collateral shall be treated as a sale thereof; the Pledgee shall be free
to carry out such sale pursuant to such agreement and the Pledgor shall not be
entitled to the return of any Pledged Collateral subject thereto,
notwithstanding the fact that after the Pledgee shall have entered into such an
agreement all Events of Default may have been remedied or the Secured
Obligations may have been paid in full as herein
provided. The Pledgor hereby waives any right to require any marshaling of
assets and any similar right.
(b) In addition to exercising the power of sale herein conferred upon it,
the Pledgee shall also have the option to proceed by suit or suits at law or in
equity to foreclose this Agreement and sell the Pledged Collateral or any
portion thereof pursuant to judgment or decree of a court or courts having
competent jurisdiction.
(c) The rights and remedies of the Pledgee under this Agreement are
cumulative and not exclusive of any rights or remedies which it would otherwise
have.
SECTION 9 APPLICATION OF PROCEEDS OF SALE AND CASH. The proceeds of any
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sale of the whole or any part of the Pledged Collateral, together with any other
moneys held by the Pledgee under the provisions of this Agreement, shall be
applied by the Pledgee in the following order:
(a) First: to the payment of all costs and expenses incurred in connection
with such sale or other realization, including reasonable attorneys' fees
incurred if the Pledgee endeavored to collect the Secured Obligations by or
through an attorney at law;
(b) Second: to the payment of the interest due upon any of the Secured
Obligations, in any order which the Lenders may elect;
(c) Third: to the payment of the principal due upon any of the Secured
Obligations in any order which the Lenders may elect; and
(d) Fourth: the balance (if any) of such proceeds shall be paid to the
Pledgor or to whomsoever may be legally entitled thereto.
The Pledgor shall remain liable and will pay, on demand, any deficiency
remaining in respect of the Secured Obligations.
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SECTION 10 PLEDGEE APPOINTED ATTORNEY-IN-FACT. The Pledgor hereby
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constitutes and appoints the Pledgee as the attorney-in-fact of the Pledgor with
full power of substitution either in the Pledgee's name or in the name of the
Pledgor to do any of the following: (a) to perform any obligation of the Pledgor
hereunder in the Pledgor's name or otherwise; (b) to ask for, demand, xxx for,
collect, receive, receipt and give acquittance for any and all moneys due or to
become due under and by virtue of any Pledged Collateral; (c) to prepare,
execute, file, record or deliver notices, assignments, financing statements,
continuation statements, applications for registration or like papers to
perfect, preserve or release the Pledgee's security interest in the Pledged
Collateral or any of the documents, instruments, certificates and agreements
described in Section 10; (d) to verify facts concerning the Pledged Collateral
in its own name or a fictitious name; (e) to endorse checks, drafts, orders and
other instruments for the payment of money payable to the Pledgor, representing
any interest or dividend or other distribution payable in respect of the Pledged
Collateral or any part thereof or on account thereof and to give full discharge
for the same; (f) to exercise all rights, powers and remedies which the Pledgor
would have, but for this Agreement, under the Pledged Collateral; and (g) to
carry out the provisions of this Agreement and to take any action and execute
any instrument which the Pledgee may deem necessary or advisable to accomplish
the purposes hereof, and to do all acts and things and execute all documents in
the name of the Pledgor or otherwise, deemed by the Pledgee as necessary, proper
and convenient in connection with the preservation, perfection or enforcement of
its rights hereunder. Nothing herein contained shall be construed as requiring
or obligating the Pledgee to make any commitment or to make any inquiry as to
the nature or sufficiency of any payment received by it, or to present or file
any claim or notice, or to take any action with respect to the Pledged
Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby, and no action taken by the Pledgee or
omitted to be taken with respect to the Pledged Collateral or any part thereof
shall give rise to any defense, counterclaim or offset in favor of the Pledgor
or to any claim or action against the Pledgee. The power or attorney granted
herein is irrevocable and coupled with an interest.
SECTION 11 FURTHER ASSURANCES. The Pledgor shall, at its sole cost and
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expense, take all action that may be necessary or desirable in the Pledgee's
sole discretion, so as at all times to maintain the validity, perfection,
enforceability and priority of the Pledgee's security interest in the Pledged
Collateral, or to enable the Pledgee to exercise or enforce its rights
hereunder, including without limitation executing and delivering financing
statements, pledges, designations, notices and assignments, in each case in form
and substance satisfactory to the Pledgee, relating to the creation, validity,
perfection, priority or continuation of the security interest granted hereunder.
The Pledgor agrees to take, and authorizes the Pledgee to take on the Pledgor's
behalf, any or all of the following actions with respect to any Pledged
Collateral as the Pledgee shall deem necessary to perfect the security interest
and pledge created hereby or to enable the Pledgee to enforce its rights and
remedies hereunder: (i) to register in the name of the Pledgee any Pledged
Collateral in certificated or uncertificated form; (ii) to endorse in the name
of the Pledgee any Pledged Collateral issued in certificated form; and (iii) by
book entry or otherwise, identify as belonging to the Pledgee a quantity of
securities that constitutes all or part of the Pledged Collateral registered in
the name of the Pledgee. Notwithstanding the foregoing the Pledgor agrees that
Pledged Collateral which is not in certificated form or is otherwise in book-
entry form shall be held for the account of the Pledgee. The Pledgor hereby
authorizes the Pledgee to execute and file in all necessary and appropriate
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jurisdictions (as determined by the Pledgee) one or more financing or
continuation statements (or any other document or instrument) in the name of the
Pledgor and to sign the Pledgor's name thereto. The Pledgor authorizes the
Pledgee to file any such financing statement, document or instrument without the
signature of the Pledgor to the extent permitted by applicable law. Any
property comprising part of the Pledged Collateral required to be delivered to
the Pledgee pursuant to this Pledge Agreement shall be accompanied by proper
instruments of assignment duly executed by the Pledgor and by such other
instruments or documents as the Pledgee may reasonably request.
SECTION 12 SECURITIES ACT. In view of the position of the Pledgor in
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relation to the Pledged Collateral, or because of other current or future
circumstances, a question may arise under the Securities Act of 1933, as now or
hereafter in effect, or any similar applicable law hereafter enacted analogous
in purpose or effect (such Act and any such similar applicable law as from time
to time in effect being called the "Federal Securities Laws") with respect to
any disposition of the Pledged Collateral permitted hereunder. The Pledgor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Pledgee if the Pledgee were to attempt to
dispose of all or any part of the Pledged Collateral in accordance with the
terms hereof, and might also limit the extent to which or the manner in which
any subsequent transferee of any Pledged Collateral could dispose of the same.
Similarly, there may be other legal restrictions or limitations affecting the
Pledgee in any attempt to dispose of all or part of the Pledged Collateral in
accordance with the terms hereof under applicable Blue Sky or other state
securities laws or similar applicable law analogous in purpose or effect. The
Pledgor recognizes that in light of the foregoing restrictions and limitations
the Pledgee may, with respect to any sale of the Pledged Collateral, limit the
purchasers to those who will agree, among other things, to acquire such Pledged
Collateral for their own account, for investment, and not with a view to the
distribution or resale thereof. The Pledgor acknowledges and agrees that in
light of the foregoing restrictions and limitations, the Pledgee, in its sole
and absolute discretion, may, in accordance with applicable law, (a) proceed to
make such a sale whether or not a registration statement for the purpose of
registering such Pledged Collateral or part thereof shall have been filed under
the Federal Securities Laws and (b) approach and negotiate with a single
potential purchaser to effect such sale. The Pledgor acknowledges and agrees
that any such sale might result in prices and other terms less favorable to the
seller than if such sale were a public sale without such restrictions. In the
event of any such sale, the Pledgee shall incur no responsibility or liability
for selling all or any part of the Pledged Collateral in accordance with the
terms hereof at a price that the Pledgee, in its sole and absolute discretion,
may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might have been realized if the
sale were deferred until after registration as aforesaid or if more than a
single purchaser were approached. The provisions of this Section will apply
notwithstanding the existence of public or private market upon which the
quotations or sales prices may exceed substantially the price at which the
Pledgee sells.
SECTION 14 INDEMNIFICATION. The Pledgor agrees to indemnify and hold the
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Pledgee and any corporation controlling, controlled by, or under common control
with, the Pledgee and any officer, attorney, director, shareholder, agent or
employee of the Pledgee or any such corporation (each an "Indemnified Person"),
harmless from and against any claim, loss, damage, action, cause of action,
liability, cost and expense or suit of any kind or nature whatsoever
(collectively, "Losses"), brought against or incurred by an Indemnified Person,
in any manner arising out of or, directly or indirectly, related to or connected
with this Agreement, including without limitation, the exercise by the Pledgee
of any of its rights and remedies under this Agreement or any other action taken
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by the Pledgee pursuant to the terms of this Agreement; provided, however, the
Pledgor shall not be liable to an Indemnified Person for any Losses to the
extent that such Losses result from the gross negligence or willful misconduct
of such Indemnified Person. The Pledgor's obligations under this section shall
survive the termination of this Agreement and the payment in full of the Secured
Obligations.
SECTION 15 CONTINUING SECURITY INTEREST. This Agreement shall create a
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continuing security interest in the Pledged Collateral and shall remain in full
force and effect until it terminates in accordance with its terms. The Pledgor
and the Pledgee hereby agree that the security interest created by this
Agreement in the Pledged Collateral shall not terminate and shall continue and
remain in full force and effect notwithstanding the transfer to the Pledgor or
any person designated by it of all or any portion of the Pledged Collateral.
SECTION 15 SECURITY INTEREST ABSOLUTE. All rights of the Pledgee
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hereunder, the grant of a security interest in the Collateral and all
obligations of the Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement or any other Credit Document, any agreement with respect to any of the
Secured Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of the payment of, or in
any other term of, all or any of the Secured Obligations, or any other amendment
or waiver of or any consent to any departure from the Credit Agreement, any
other Credit Document, or any other agreement or instrument relating to any of
the foregoing, (c) any exchange, release or nonperfection of any other
collateral, or any release or amendment or waiver of or consent to or departure
from any guaranty, for all or any of the Secured Obligations or (d) any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Pledgor in respect of the Secured Obligations or in respect of
this Agreement (other than the indefeasible payment in full of all the Secured
Obligations).
SECTION 16 NO WAIVER. Neither the failure on the part of the Pledgee to
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exercise, nor the delay on its part in exercising any right, power or remedy
hereunder, nor any course of dealing between the Pledgee and the Pledgor shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power, or remedy hereunder preclude any other or the further
exercise thereof or the exercise of any other right, power or remedy.
SECTION 12 NOTICES. Notices, requests and other communications required
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or permitted hereunder shall be given in accordance with the applicable terms of
the Credit Agreement or at such other address a party may specify to the other
party by like notice. All such notices and other communications shall be
effective as governed by the terms of the Credit Agreement.
SECTION 18 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
SECTION 19 AMENDMENTS. No amendment or waiver of any provision of this
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Agreement nor consent to any departure by the Pledgor herefrom shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
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SECTION 20 BINDING AGREEMENT; ASSIGNMENT. This Agreement shall be binding
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upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Pledgor shall not be permitted to assign
this Agreement or any interest herein or in the Pledged Collateral, or any part
thereof, or any cash or property held by the Pledgee as collateral under this
Agreement.
SECTION 21 TERMINATION. Upon indefeasible payment in full of all of the
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Secured Obligations, this Agreement shall terminate. Upon termination of this
Agreement in accordance with its terms the Pledgee agrees to take such actions
as the Pledgor may reasonably request, and at the sole cost and expense of the
Pledgor, (a) to return the Pledged Collateral to the Pledgor, and (b) to
evidence the termination of this Agreement, including, without limitation, the
filing of any releases or any termination statements under the UCC.
SECTION 22 SEVERABILITY. Whenever possible, each provision of this
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Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provisions shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Agreement.
SECTION 23 HEADINGS. Section headings used herein are for convenience
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only and are not to affect the construction of or be taken into consideration in
interpreting this Agreement.
SECTION 24 COUNTERPARTS. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original and all of which shall
constitute but one agreement.
SECTION 15 DEFINITIONS. Terms not otherwise defined herein are used
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herein with the respective meanings given to them in the Credit Agreement.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the Pledgor has executed and delivered this Pledge
Agreement under seal as of this the date first written above.
HARRY'S FARMERS MARKET, INC.
By: /s/ Xxxxx X. Blazer
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Title: President
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Agreed to, accepted and acknowledged
as of the date first written above.
CREDITANSTALT-BANKVEREIN,
AS AGENT
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: EVP
By: /s/ Xxxxxx X. Longoss
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Title: VP
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SCHEDULE 1 TO PLEDGE AGREEMENT
PLEDGED SHARES
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Percentage of
Issuer No. of Securities Type of Securities Certificate Nos. Outstanding Stock
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Karalea, Inc. 500 shares Common Stock 1 100%
Marthasville Trading Company 5,000 shares Common Stock 2 100%
HFMI Acquisition Corporation 712.3746 shares Common Stock 3 2.5%
HFMI Trust one Georgia Class 100% of Georgia
Owner Certificate Class Owner
Certificate
