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EXHIBIT 10.21
COLLATERAL PLEDGE CITIZENS NATIONAL BANK
AGREEMENT NO. 52367
NAME Bristers' Thunder Kart, Inc. DATE 8-13-96
ADDRESS XX Xxx 000; Xxxxxxxx, XX 00000
DESCRIPTION OF PROPERTY HEREBY PLEDGED
QUANTITY (where applicable, give certificate or bond number, par
value or maturity date, number of shares or amount)
Blanket assignment of accounts receivable in the name of Sam's
Club.
The above described property pledged in this agreement shall be used to secure
the indebtedness of the undersigned Pledgor (PLEDGOR) and/or the indebtedness
of Xxxxxxx'x Thunder Karts, Inc. (DEBTOR)
Whereas, the above named PLEDGOR and/or the above named DEBTOR are
presently indebted unto the Citizens National Bank (BANK) for loans and
advances made and credit extended; and desire to carry on a general banking
business with BANK, in the course of which PLEDGOR and/or DEBTOR may from time
to time apply for additional loans and advances, renewals thereof and the
further extension of credit.
In order to secure the performance of all such obligations to BANK and
the payment of all such indebtedness within the limitation of amount
hereinafter fixed, whether presently existing or hereafter incurred, whether
directly or indirectly, and whether primarily or secondarily, and whether
represented by notes, drafts, bills, overdrafts, endorsements, guarantees, or
otherwise, and any and all renewals or extensions thereof, together with
interest thereon and all costs of collection, including attorney's fees.
PLEDGOR does by these presents pledge, hypothecate, and deliver unto BANK the
property hereinabove described (the receipt and delivery of which Bank does
hereby acknowledge), together with all proceeds, monies, income and benefits
attributable or accruing to said property which, PLEDGOR is or may hereafter
become entitled to receive on account of said property, whether by stock split,
stock dividend, or otherwise, including but not by way of limitation all
interest and principal payments, and all dividends and other distribution on or
with respect to such property whether payable in cash, stock or other property,
and all warrants, subscription and other rights. In addition, in the event
PLEDGOR shall receive any stock dividend or stock split on the pledged stock,
PLEDGOR will immediately deliver same to BANK and immediately provide BANK with
properly executed stock powers for each certificate of stock received. All
property herein pledged to BANK is hereinafter sometimes called "COLLATERAL."
PLEDGOR hereby authorizes and empowers BANK, at its option, to cause any of the
COLLATERAL to be transferred to the name of BANK.
PLEDGOR further agrees that should any indebtedness secured by this
Agreement become due or be declared due in accordance with the provisions
hereof, any and all funds deposited to the credit of PLEDGOR in BANK or
belonging to PLEDGOR and otherwise in the possession of or under the control of
BANK may be immediately applied thereto.
If at any time the COLLATERAL should be deemed by BANK to be
insufficient to secure the payment of the indebtedness then outstanding,
PLEDGOR agrees to furnish within twenty-four (24) hours from demand such
additional security or make such payment in reduction of the outstanding
indebtedness as may be satisfactory to BANK's reasonable requirements. Upon the
failure of PLEDGOR to make such satisfactory arrangements, or upon PLEDGOR's or
DEBTOR's failure to pay any portion of the indebtedness contracted by PLEDGOR
or DEBTOR promptly at the maturity thereof, then at the sole option of BANK the
entire indebtedness secured by this Agreement may be declared due and
collectible.
In the case of non-payment of the indebtedness secured by this
Agreement or any portion thereof at maturity or when otherwise due, BANK is
hereby given full and irrevocable authority to sell, assign, transfer and
effectively deliver the whole of the COLLATERAL, or any part thereof, or any
substitutes therefor, or additions thereto at public or private sale at such
time or times as it may elect with or without recourse to judicial proceedings
and with or without demand, appraisement, notice or advertisement of any kind,
all of which are hereby expressly waived. At any such sale BANK may itself
become the purchaser of any and all of the COLLATERAL or other property so
sold, free from any right of redemption on the part of any party hereto, which
rights is expressly waived, and BANK may thereafter hold and own the same in
its own right absolutely.
Upon the transfer of the note or notes representing any of the
indebtedness secured by this Agreement, BANK may transfer any and all
COLLATERAL and thereafter shall be fully discharged from all liability and
responsibility with respect to the property so transferred, and the transferee
shall be vested with all the powers and rights of BANK with respect to the
property transferred.
The property described herein shall be held by BANK as general
collateral to secure any and all indebtedness due or to become due by PLEDGOR
and/or DEBTOR and it shall be conclusively presumed that any and all loans and
advances hereafter made to PLEDGOR and/or DEBTOR by BANK shall have been made
in accordance with and upon the COLLATERAL pledged in this Agreement, which
shall remain in force and effect so long as PLEDGOR or DEBTOR is indebted unto
BANK; and it is expressly understood that the possession by BANK of any property
of PLEDGOR of any character whatsoever shall conclusively evidence the fact
that such property has been delivered in accordance with this Agreement,
whether or not the same may be specifically described as contemplated herein.
PLEDGOR represents and warrants to BANK that
1. The performance of the obligations under this Agreement and
compliance with the provisions and conditions thereof will not
violate any of the terms, conditions or provisions of or constitute
default under any indenture, mortgage or deed of trust, lease or
other contract or agreement to which PLEDGOR is now a party, or by
which PLEDGOR may be bound, or violate any of the terms or provisions
of PLEDGOR's respective charter or by-laws, or any applicable law,
rule, regulation, order, judgment or decree, and furthermore, that
PLEDGOR will comply with all applicable laws and all applicable
rules, regulations and orders of any public or governmental agency,
except those which are being contested in good faith by appropriate
proceedings.
2. There are no actions, suits or proceedings pending, or, to PLEDGOR's
knowledge, threatened against or affecting PLEDGOR or DEBTOR in any
court, or before or by any governmental department, agency or
instrumentality, and adverse decision in which might materially
affect PLEDGOR's ability to perform the obligations accruing by
virtue of this Agreement, or any other agreement with BANK by which
PLEDGOR and/or DEBTOR is bound.
3. As to PLEDGOR's own financial statements delivered to BANK, such
statements are correct and complete and fairly present the financial
condition as of the dates specified therein, and there has been no
materially adverse change in PLEDGOR's financial conditions since the
date of the last financial statement furnished to BANK.
4. All of PLEDGOR's own warranties and representations to BANK, and the
execution of any disclosure or other regulatory forms, are correct
and complete.
5. PLEDGOR has been given a reasonable opportunity to obtain knowledge
of the essential terms of this Agreement before executing same.
PLEDGOR expressly relieves and releases BANK, as pledgee, or any and
all liability or responsibility whatever which might arise because of BANK's
failure to enforce by judicial process or otherwise any security in pledge in
accordance with this Agreement or because of BANK's failure to give any notice
or make any demand with regard thereto except when such notice, demand or
enforcement is specifically requested or demanded of BANK in writing by PLEDGOR.
No delay or omission on the part of BANK in exercising any right or
privilege hereunder shall operate as a waiver thereof or as a waiver of any
other right or privilege. A waiver on any one or more occasions shall not be
construed as a bar to or waiver of any right or remedy on any future occasion.
The execution and delivery of this Agreement shall in no manner impair
or affect any other security given to BANK by PLEDGOR or DEBTOR, and any
security taken hereafter by BANK as security for payment of any indebtedness
of, or performance of any obligations by, PLEDGOR and/or DEBTOR shall in no
manner impair or affect this Agreement, all such present and future additional
security to be considered as cumulative security. Any of the COLLATERAL may be
released from this Agreement without altering, varying or diminishing in any
way the force, effect, lien, or privilege of this Agreement as to the
COLLATERAL not expressly released, and this Agreement shall continue as a
pledge, first lien, privilege and encumbrance on all the COLLATERAL not
expressly released until all indebtedness and obligations secured hereby have
been paid and performed in full and the said COLLATERAL is released by BANK.
PLEDGOR shall not assign, transfer, or pledge any COLLATERAL not released from
this Agreement; and any attempted assignment, transfer, or pledge of any
interest in and to the COLLATERAL shall be null and void and of no effect and
shall not deprive BANK of the right to sell or otherwise dispose of or
utilize any or all of the COLLATERAL as above provided or necessitate the sale
or disposition thereon in parcels.
PLEDGOR waives presentment for payment, demand, protest, notice of
protest, notice of non-payment, and all please of division and discussion; and
PLEDGOR consents to any and all extensions to DEBTOR, and all amendments and
additions to any of the indebtedness secured by this Agreement, all without
notice.
Any notice or demand to PLEDGOR hereunder or in connection herewith may
be given and shall conclusively be deemed and considered to have been given and
received upon the deposit thereof in the U.S. Mail, duly stamped and addressed
to the PLEDGOR at the address shown herein, but actual notice, however given or
received, shall always be effective.
The terms PLEDGOR and DEBTOR used herein apply to the singular or
plural as applicable. Further, if more than one person has signed this
Agreement, this shall be construed to be the solidary obligation of each.
The limit of the total indebtedness of PLEDGOR and/or DEBTOR secured by
this Agreement shall be the total indebtedness of PLEDGOR and/or DEBTOR to
BANK, provided, however, in no event shall the limit of the amount of
indebtedness secured by this Agreement exceed the sum of Ten Million Dollars
($10,000,000.00).
If any clause, sentence or paragraph of this Agreement shall for any
reason be adjudged by any court of competent jurisdiction to be invalid, such
judgment shall not affect or invalidate the remainder but shall be confined in
its operation to the clause, sentence or paragraph found invalid.
This Agreement may be referred to by its number set forth above, and,
as so designated, may be amended from time to time, one or more times, by an
addendum signed by any one of the parties hereto, and this Agreement, and all
such addendums, shall be construed and interpreted in accordance with the laws
of the State of Louisiana, and all representations, warranties and agreements
therein contained shall inure to the benefit and be binding upon the parties
hereto and their respective heirs, successors and assigns.
DONE AND SIGNED this 13th day of August, 1996.
I/We acknowledge receipt of all collateral described herein.
PLEDGOR(S):
Date:
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/s/ V. XXXX XXXXXXXX
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SIGNATURE Xxxxxxx'x Thunder Karts, Inc.
ACCEPTED:
CITIZENS NATIONAL BANK
