EXHIBIT C
---------
STOCK PLEDGE LETTER
-------------------
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 Xxxxxxx X. Xxxxxx (the
"Shareholder") and you pursuant to which Shareholder has pledged to you 245,430
shares (the "Shares") of the undersigned as security for obligations of Hartan,
Inc. to you under that certain Loan Agreement, 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 & Chief Executive Officer
------------------------------------