STOCK PLEDGE AGREEMENT
THIS AGREEMENT made and entered into this 1st day of August, 1997, by and
between GLOBAL ALASKA INDUSTRIES, INC., an Alaska corporation, hereafter
referred to as "Pledgor," and XXXX XXXXXXX, hereinafter referred to as
"Pledgee."
WITNESSETH
WHEREAS, Pledgor is indebted to Pledgee in the principal amount of Four
Million Dollars ($4,000,000.00) pursuant to a promissory note of even date
herewith (the "Promissory Note"); and
WHEREAS, the Pledgor has agreed to pledge certain stock with the Pledgee
as security for the repayment of the Promissory Note;
NOW, THEREFORE, in consideration of the mutual covenants hereinbelow set
forth, the parties agree as follows:
1. PLEDGE.
------
In consideration of the indebtedness set forth in the Promissory
Note, the Pledgor hereby grants a security interest to the Pledgee in the
following shares (the "Shares") of the capital stock of ALASKA BINGO SUPPLY,
INC., an Alaska corporation ("ABS" or the "Corporation"), as evidenced by
instruments of the following description:
Certificate Shares of
Name Number Capital Stock
---- ----------- --------------
ALASKA BINGO SUPPLY, Inc. 1 500
herewith delivered to the Pledgee. The Pledgee shall hold the pledged shares
as collateral security for the repayment of the indebtedness of Pledgor to the
Pledgee pursuant to the Promissory Note. The Pledgee shall hold the pledged
shares as security and shall not encumber or dispose of said shares except in
accordance with the provisions of this Agreement.
2. DIVIDENDS.
---------
During the term of this pledge, and for so long as the Promissory
Note is not in default, all dividends and other amounts received by the
Pledgor as a result of his record ownership of the pledged shares shall be the
sole and separate property of Pledgor; and Pledgee shall not have any right,
title, or interest therein.
3. VOTING RIGHTS.
-------------
During the term of this pledge, and so long as Pledgor is not in
default in the performance of any of the terms of this Agreement or in the
payment of any principal or interest under the Promissory Note the Pledgor
shall have the right to vote the pledged shares on all corporate questions.
4. REPRESENTATIONS.
---------------
The Pledgor warrants and represents that there are no restrictions
upon the transfer of any of the pledged shares, other than may appear on the
face of the certificates, and other than on account of federal and state
securities laws. Except the foregoing, Pledgor is the true and lawful
beneficial owner of the Shares, free of any claims, liens, or encumbrances,
and Pledgor has the right to transfer such shares except as may hereinabove be
expressly provided.
5. ADJUSTMENTS.
-----------
In the event that, during the term of this pledge, any share
dividend, reclassification, readjustment, or other change is declared or made
in the capital structure of the Corporation which has issued the pledged
shares, all new, substituted additional shares or other securities, issued by
reason of any such change shall be held by the Pledgee under the terms of this
Agreement in the same manner as the shares originally pledged hereunder.
6. TERMINATION.
-----------
This Pledge Agreement shall terminate upon the full and satisfactory
discharge by the Pledgor of the Promissory Note. So long as there may exist
any indebtedness or obligation under the Promissory Note this Agreement shall
remain in full force and effect. Upon the termination of this Agreement, the
Pledgee shall return to the Pledgor all of the shares then remaining covered
by this pledge and all rights received by the Pledgee as a result of this
Agreement shall terminate.
7. DEFAULT.
-------
Default of this Agreement shall be deemed to have occurred in the
event that there is a default under the terms of the Promissory Note.
8. REMEDIES UPON DEFAULT.
---------------------
IN WITNESS WHEREOF, the parties have signed the Agreement the date and
year first above written.
PLEDGOR:
GLOBAL ALASKA INDUSTRIES, INC.,
an Alaska corporation
Attest:
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------ ---------------------------
PLEDGEE:
XXXX XXXXXXX
/s/ Xxxx Xxxxxxx
--------------------------
