EXHIBIT 10.72
STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT, dated as of September 18, 1996, between ▇▇▇.
▇▇▇▇▇▇' ORIGINAL COOKIES, INC., a Delaware corporation (with its successors, the
"Pledgor"), and THE BANK OF NEW YORK, as collateral agent (the "Collateral
Agent").
W I T N E S S E T H:
WHEREAS, the Pledgor is the record and beneficial owner of the shares
of stock described in Schedule I hereto (the "Pledged Shares") issued by the
corporations named therein or to be named therein (the "Issuers"); and
WHEREAS, the Pledgor, Chocamerican, Inc., a Delaware corporation, The
Prudential Insurance Company of America, a New Jersey mutual insurance company,
Principal Mutual Life Insurance Company, an Iowa corporation, Pruco Life
Insurance Company, an Arizona corporation, Contrarian Capital Advisors, L.L.C.,
a Delaware limited liability company, as agent, and ▇▇▇. ▇▇▇▇▇▇ Inc., a Delaware
corporation are entering into a Senior Note and Senior Subordinated Note
Agreement, dated the date hereof (the "Note Agreement"), pursuant to which this
Stock Pledge Agreement is being delivered.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and to induce the Lenders to enter into the Note
Agreement, the parties hereto agree as follows:
Section 1. Definitions. Unless otherwise defined herein, terms utilized herein
without definition shall have the meaning ascribed to such terms in the Note
Agreement and the following shall have the following respective meanings (such
meanings being equally applicable to both the singular and plural form of the
terms defined):
"Collateral" shall have the meaning assigned to such term in
Section 2 hereof.
modifications and supplements and any exhibits or schedules to any of the
foregoing, as the same may be in effect at the time such reference becomes
operative.
Section 2. Pledge. The Pledgor hereby pledges, subject to the limitations set
forth in Section 3 hereof, to the Collateral Agent, for the benefit of the
Lenders, and grants, subject to the limitations set forth in Section 3 hereof,
to the Collateral Agent, for the benefit of the Lenders, a first priority
security interest in all the following (the "Collateral"):
(1) the Pledged Shares and the certificates representing the Pledged Shares, and
all dividends, distributions, cash, instruments, and other property or proceeds
from time to time received, receivable, or otherwise distributed in respect of
or in exchange for any or all the Pledged Shares; and
(2) all additional shares of stock of any Issuer of the Pledged Shares or shares
of stock of any Person from time to time acquired by the Pledgor in any manner
(which shares shall be deemed to be part of the Pledged Shares), and the
certificates representing such additional shares, and all dividends,
distributions, cash, instruments, and other property or proceeds from time to
time received, receivable, or otherwise distributed in respect of or in exchange
for any or all such shares.
Section 3. Limitation on Foreign Pledged Shares. Notwithstanding any provision
of Section 2 to the contrary, the Pledged Shares of any foreign corporation
shall be limited to, and shall not exceed, 65% of the total combined voting
power of all classes of stock of such corporation that are entitled to vote.
Section 4. Security for Notes and the Other Obligations. This Stock Pledge
Agreement secures, and the Collateral is security for, the prompt payment in
full when due, whether at stated maturity, by acceleration or otherwise, of the
Notes or any of the other Obligations.
Section 5. Delivery of Pledged Shares. All certificates representing or
evidencing the Pledged Shares shall, upon execution hereof or, thereafter, upon
acquisition of such Pledged Shares by the Pledgor, be delivered to and held by
the Collateral Agent on behalf of the Lenders pursuant hereto and shall be
accompanied by duly executed instruments of transfer or assignment in blank, all
in form and substance satisfactory to the Collateral Agent and the Lenders. In
addition, the Collateral Agent or the Lenders, as the case may be, shall have
the right at any time to exchange certificates or instruments representing or
evidencing Pledged Shares for certificates or instruments of smaller or larger
denominations.
Section 6. Representations and Warranties. The Pledgor represents and warrants
to the Collateral Agent and the Lenders that:
(1) the Pledgor is, and at the time of delivery of the Pledged Shares to the
Collateral Agent pursuant to Section 5 hereof will be, the sole holder of record
and the sole direct beneficial owner of the Collateral, free and clear of any
Lien thereon or affecting the title thereto other than Permitted Liens, except
for the Lien created by this Stock Pledge Agreement;
(2) the Pledgor has the requisite corporate power and authority to pledge,
assign, transfer, deliver, deposit, and set over the Collateral as provided
herein;
(3) no consent, authorization, approval, or other action by, and no notice to or
filing with, any governmental authority (other than routine filings on or after
the date hereof with state franchise authorities) is required either for (i) the
pledge by the Pledgor of the Collateral pursuant to this Stock Pledge Agreement
or for the execution, delivery, or performance of this Stock Pledge Agreement by
the Pledgor or (ii) the exercise by the Collateral Agent, for the benefit of the
Lenders, of the voting or other rights provided for in this Stock Pledge
Agreement or the remedies in respect of the Collateral pursuant to this Stock
Pledge Agreement, except as may be required in connection with such disposition
by Laws affecting the offering and sale of securities generally;
(4) assuming the Collateral Agent and each Lender has acted in good faith and
without notice of any adverse claim with respect to the Pledged Shares, the
pledge, assignment, and delivery of the Collateral pursuant to this Stock Pledge
Agreement will create a valid, first priority lien on and a first priority
perfected security interest in the Collateral, and the proceeds thereof,
securing the payment of the Notes and the other Obligations; and
(5) this Stock Pledge Agreement has been duly authorized, executed and delivered
by the Pledgor and constitutes a legal, valid, and binding obligation of the
Pledgor enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the rights of creditors generally or by the application
of general equity principles.
The representations and warranties set forth in this Section 6 shall survive the
execution and delivery of this Stock Pledge Agreement.
Section 7. Covenants. The Pledgor covenants and agrees that until the Notes and
the other Obligations are paid in full:
(1) without the prior written consent of the Collateral Agent, the Pledgor will
not sell, assign, transfer, pledge, or otherwise encumber any of its rights in
or to the Collateral or any unpaid dividends or other distributions or payments
with respect thereto or ▇▇▇▇▇ ▇ ▇▇▇▇ in any of the Collateral; provided,
however, that nothing herein shall be deemed to prohibit the Pledgor from
selling, assigning, transferring, pledging or otherwise encumbering shares of
capital stock of its Subsidiaries in a transaction which is permissible under
the Note Agreement;
(2) the Pledgor will, at its expense, promptly execute, acknowledge, and deliver
all such instruments and take all such action as the Collateral Agent from time
to time may reasonably request in order to ensure to the Collateral Agent and
the Lenders the benefits of the Liens in and to the Collateral intended to be
created by this Stock Pledge Agreement, including the filing of any necessary
Uniform Commercial Code financing statements, which may be filed by the
Collateral Agent or the Lenders with or without the signature of the Pledgor,
and will cooperate with the Collateral Agent and the Lenders in obtaining all
necessary governmental approvals and making all necessary filings under federal
or state law in connection with such Liens or any sale or transfer of the
Collateral;
(3) the Pledgor will defend the title to the Collateral and the Liens of the
Collateral Agent and the Lenders thereon against the claim of any Person (other
than holders of Permitted Liens) and will maintain and preserve such Liens; and
(4) the Pledgor shall deliver all dividends or distributions in respect of any
of the Pledged Shares (other than such dividends or distribution of cash or
property as are permitted to be paid to the Pledgor in accordance with Section
8(b) hereof), whenever paid or made, to the Collateral Agent to hold as
Collateral and, if received by the Pledgor, shall receive all such dividends or
distribution in trust for the benefit of the Collateral Agent and the Lenders,
and shall segregate such dividends from the other property or funds of the
Pledgor, and forthwith shall deliver such dividends or distribution to the
Collateral Agent as Collateral in the same form as so received (with any
necessary indorsement).
Section 8. Pledgor's Rights. At all times prior to the occurrence of an Event of
Default:
(1) the Pledgor shall have the right, from time to time, to vote and give
consents with respect to the Collateral or any part thereof for all purposes not
inconsistent with the provisions of this Stock Pledge Agreement, the other
Security Documents or the Note Agreement; provided, however, that except as
provided in Section 9.6 of the Note Agreement, no vote shall be cast, and no
consent shall be given or action taken, which would have the effect of impairing
the position or interest of the Collateral Agent or the Lenders in respect of
the Collateral or authorizing or effecting (i) the dissolution or liquidation,
in whole or in part, of the Pledgor or any Issuer, (ii) the consolidation or
merger of any of the Issuers with any other Person, (iii) the sale, disposition,
or encumbrance of all or substantially all the assets of the Pledgor or any
Issuer, (iv) any change in the authorized number of shares, the stated capital
or the authorized share capital of any of the Issuers or the issuance of any
additional shares of the stock of the Issuers, provided that all such additional
shares are pledged hereunder to the Collateral Agent, or (v) the alteration of
the voting rights with respect to the stock of any of the Issuers; and
(2) the Pledgor shall be entitled, from time to time, to collect and receive for
its own use all dividends and distributions of cash or property paid in respect
of the Pledged Shares to the extent not in violation of the Note Agreement,
other than shares of stock of any Issuer and options, warrants, calls or
commitments of any character whatsoever relating to stock of any Issuer;
provided, however, that until actually paid, all rights to such dividends shall
remain subject to the Lien created by this Stock Pledge Agreement.
Section 9. Defaults and Remedies. (a) Upon the occurrence and during the
continuation of an Event of Default under the Note Agreement, then or at any
time after delivery of notice of such Event of Default (provided that such
notice is not rescinded by the Lenders), the Collateral Agent, on behalf of the
Lenders, personally or through an agent, is hereby authorized and empowered to
sell in one or more sales, after ten (10) days' notice of the time and place of
any public sale or of the time after which a private sale is to take place
(which notice the Pledgor agrees is commercially reasonable), but without any
previous notice or advertisement, the whole or any part of the Collateral and
otherwise in connection with such a sale to act with respect to the Collateral
as though the Collateral Agent was the outright owner thereof, the Pledgor
hereby irrevocably constituting and appointing the Collateral Agent as the proxy
and attorney-in-fact of the Pledgor (which appointment is coupled with an
interest), with full power of substitution to do so and to take any other action
in furtherance of the purposes of this Stock Pledge Agreement; provided,
however, the Collateral Agent shall not have any duty to exercise any such right
or to preserve the same and shall not be liable for any failure to do so or for
any delay in doing so. Any sale shall be made at a public or private sale at the
Collateral Agent's or any of the Lenders' places of business, or at any public
building in the City of New York or elsewhere to be named in the notice of sale,
either for cash or upon credit or for future delivery at such price as the
Collateral Agent may deem fair, and the Collateral Agent or the Lenders may be
the purchaser of the whole or any part of the collateral so sold and hold the
same thereafter in their own right free from any claim of the Pledgor or any
right of redemption, or the Collateral Agent may be the purchaser of the whole
or any part of the Collateral so sold on behalf of the Lenders by bidding in
all, or any part, of the indebtedness represented by the Notes or the other
obligations, and so purchase the Collateral free and clear of any claim of the
Pledgor or any right of redemption. Each sale shall be made to the highest
bidder, but the Collateral Agent reserves the right to reject any and all bids
at such sale which, in their discretion, they deem inadequate. Demands of
performance, except as otherwise herein specifically provided for, notices of
sale, advertisements, and the presence of property at sale are hereby waived and
any sale hereunder may be conducted by an auctioneer or any officer or agent of
the Collateral Agent.
(1) If, at the original time or times appointed for the sale of the whole or any
part of the Collateral, the highest bid, if there is but one sale, shall be
inadequate to pay in full the Notes or the other Obligations, or if the
Collateral is offered for sale in lots, if at any of such sales, the highest bid
for the lot offered for sale would indicate to the Collateral Agent, in its
discretion, the unlikelihood of the proceeds of the sales of the whole of the
Collateral being sufficient to pay in full the Notes or the other Obligations,
the Collateral Agent may, on one or more occasions and in its discretion,
postpone any of said sales by public announcement at the time of sale or the
time of previous postponement of sale, and no other notice of such postponement
or postponements of sale need be given, any other notice being hereby waived;
provided, however, that any sale or sales made after such postponement shall be
after ten (10) days' notice to the Pledgor.
(2) In the event of any sales hereunder, the Collateral Agent or the Lenders, as
applicable, shall apply the residue of the proceeds of the sales in accordance
with Section 10 hereof.
(3) If, at any time when the Collateral Agent shall determine to exercise its
right to sell the whole or any part of the Collateral hereunder, such Collateral
or the part thereof to be sold shall not, for any reason whatsoever, be
effectively registered under the Securities Exchange Act of 1934, as amended,
the Collateral Agent may, in its discretion (subject only to applicable
requirements of law), sell such Collateral or part thereof by private sale in
such manner and under such circumstances as the Collateral Agent may deem
necessary or advisable, but subject to the other requirements of this Section 9,
and shall not be required to effect such registration or registration under the
Securities Act of 1933, as amended, or to cause the same to be effected. Without
limiting the generality of the foregoing, in any such event, the Collateral
Agent or the Lenders in their discretion may (x) in accordance with applicable
securities laws, proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Collateral or part
thereof could be or shall have been filed under such laws (or similar statutes),
(y) approach and negotiate with a single possible purchaser to effect such sale,
or (z) restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment and not with a view
to the distribution or sale of such Collateral or part thereof. In addition to a
private sale as provided in this Section 9, if any of the Collateral shall not
be freely distributable to the public without registration under applicable
securities laws at the time of any proposed sale pursuant to this Section 9,
then the Collateral Agent or the Lenders shall not be required to effect such
registration or cause the same to be effected but, in their discretion (subject
only to applicable requirements of law), may require that any sale hereunder
(including a sale at auction) be conducted subject to restrictions as to (i) the
financial sophistication and ability of any Person permitted to bid or purchase
at any such sale, (ii) the content of legends to be placed upon any certificates
representing the Collateral sold in such sale, including restrictions on future
transfer thereof, (iii) the representations required to be made by each Person
bidding or purchasing at such sale relating to that Person's access to financial
information about the Pledgor and such Person's intentions as to the holding of
the Collateral so sold for investment, for its own account, and not with a view
to the distribution thereof, and (iv) such other matters as the Collateral Agent
or the Lenders may, in their discretion, deem necessary or appropriate in order
that such sale (notwithstanding any failure so to register) may be effected in
compliance with applicable law.
(4) The Pledgor acknowledges that notwithstanding the legal availability of a
private sale or a sale subject to the restrictions described above in paragraph
(d), the Collateral Agent or the Lenders may, in their discretion, elect to
register any or all the collateral under applicable securities laws in
accordance with their rights hereunder. The Pledgor, however, recognizes that
the Collateral Agent or the Lenders may be unable to effect a public sale of any
or all the Collateral and may be compelled to resort to one or more private
sales thereof. The Pledgor also acknowledges that any such private sale may
result in prices and other terms less favorable to the seller than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to be a commercially reasonable method of sale. The
Collateral Agent or the Lenders shall be under no obligation to delay a sale of
any of the Collateral for the period of time necessary to permit the
registration of such securities for public sale under applicable securities
laws.
(5) If any Event of Default under the Note Agreement shall have occurred, then
so long as such Event of Default shall continue, and whether or not any Lender
exercises any available right to declare the Notes and the other Obligations due
and payable or seeks or pursues any other relief or remedy available to it under
applicable law or under this Stock Pledge Agreement or the Note Agreement, the
Pledgor shall cause all dividends and other distributions on the Collateral to
be paid directly to the Collateral Agent and retained by it as part of the
Collateral, subject to the terms of this Stock Pledge Agreement, and the
Collateral Agent shall have the right to exercise all voting, consensual and
other powers of ownership pertaining to the Collateral.
(6) The Pledgor further agrees that a breach of any of the covenants contained
in this Stock Pledge Agreement will cause irreparable injury to the Collateral
Agent and the Lenders, that the Collateral Agent and the Lenders have no
adequate remedy at law in respect of such breach and, as a consequence, agrees
that each and every covenant contained in this Stock Pledge Agreement shall be
specifically enforceable against the Pledgor, and the Pledgor hereby waives and
agrees not to assert any defenses against an action for specific performance of
such covenants except for a defense that the Notes or any of the other
Obligations are not then due and payable in accordance with the Note Agreement.
Section 10. Application of Proceeds. Any cash held by the Collateral Agent as
Collateral and all cash proceeds received by the Collateral Agent for the
benefit of the Lenders in respect of any sale of, liquidation of, or other
realization upon all or any part of the Collateral shall be applied by the
Collateral Agent pursuant to the terms of Section 4.2 of the Collateral Agency
Agreement.
Section 11. Waiver. No failure or delay on the Collateral Agent's or the
Lenders' part in exercising any power of sale, Lien, option, or other power,
right or remedy provided for in this Stock Pledge Agreement or now or hereafter
existing at law or in equity or by statute or otherwise and no notice or demand
which may be given to or made upon the Pledgor by the Collateral Agent or the
Lenders with respect to any power of sale, Lien, option, or other power, right,
or remedy shall constitute a waiver thereof, or limit or impair the Collateral
Agent's or the Lenders' right to take any action or to exercise any power of
sale, Lien, option, or any other power, right, or remedy hereunder, without
notice or demand, or prejudice the Collateral Agent's or the Lenders' rights as
against the Pledgor in any respect.
Section 12. Assignment. Lenders and the Collateral Agent may assign their
interests in this Stock Pledge Agreement at any time in accordance with the
terms of Article IX of the Collateral Agency Agreement and Section 13.2 of the
Note Agreement.
Section 13. Termination. Immediately following the payment in full of all the
Notes and any of the other Obligations, the Collateral Agent or the Lenders, as
applicable, shall deliver to the Pledgor the Collateral at the time subject to
this Stock Pledge Agreement and all instruments of assignment and any stock
powers executed in connection therewith, free and clear of the Liens hereof and,
except as otherwise provided herein, all of the Pledgor's obligations hereunder
shall at such time terminate.
Section 14. Lien Absolute. All rights of the Collateral Agent and the Lenders
hereunder, and all Obligations of the Pledgor hereunder, shall be absolute and
unconditional irrespective of:
(1) any lack of validity or enforceability of the Note Agreement or any other
agreement or instrument governing or evidencing the Notes and any of the other
Obligations;
(2) any change in the time, manner, or place of payment of, or in any other term
of, all or any part of the Notes or any of the other Obligations, or any other
amendment or waiver of or any consent to any departure from the Note Agreement
or any other agreement or instrument governing or evidencing the Notes or any
other Obligations;
(3) any exchange, release, or non-perfection of any other collateral, or any
release or amendment or waiver of or consent to departure from any guaranty, for
all or any of the Notes or any of the other Obligations; or
(4) any other circumstance which might otherwise constitute a defense available
to, or a discharge of, the Pledgor.
Section 15. Release. The Pledgor consents and agrees that the Lenders may at any
time, or from time to time, in their discretion (a) renew, extend, or change the
time of payment, and/or the manner, place, or terms of payment of all or any
part of the Notes or any of the other Obligations and (b) exchange, release,
and/or surrender all or any of the Collateral, or any part thereof, by
whomsoever deposited, which is now or may hereafter be held by the Collateral
Agent or the Lenders in connection with all or any of the Notes or any of the
other Obligations; all in such manner and upon such terms as the Lenders may
deem proper, and without notice to or further assent from the Pledgor except to
the extent required by the Note Agreement, it being hereby agreed that the
Pledgor shall be and remain bound by this Stock Pledge Agreement, irrespective
of the existence, value, or condition of any of the Collateral, and
notwithstanding any such change, exchange, settlement, compromise, surrender,
release, renewal, or extension and notwithstanding also that the Obligations
may, at any time, exceed the aggregate principal amount thereof set forth in the
Notes and the Note Agreement, or any other agreement governing any of the
Obligations. The Pledgor hereby waives notice of acceptance of this Stock Pledge
Agreement, and also presentment, demand, protest, and notice of dishonor of any
and all the Notes or any of the other Obligations, and promptness in commencing
suit against any party hereto or liable hereon, and, except as specifically
provided in the Note Agreement, in giving any notice to or of making any claim
or demand hereunder upon the Pledgor. No act or omission of any kind on the
Collateral Agent's or the Lenders' part shall in any event affect or impair this
Stock Pledge Agreement.
Section 16. Indemnification. The Pledgor agrees to indemnify and hold harmless
the Collateral Agent and the Lenders as and to the extent provided for in
Section 13.16 of the Note Agreement.
Section 17. Reinstatement. This Stock Pledge Agreement shall remain in full
force and effect and continue to be effective should any petition be filed by or
against the Pledgor for liquidation or reorganization, should the Pledgor become
insolvent or make an assignment for the benefit of creditors, or should a
receiver or trustee be appointed for all or any significant part of the
Pledgor's assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment of the Notes or any of the other
Obligations, or any part thereof, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee of
the Notes or any of the other Obligations, whether as a "voidable preference,"
"fraudulent conveyance," or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored, or returned, the Notes and the other Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored, or returned.
Section 18. Miscellaneous. (a) The Collateral Agent may execute any of its
rights and duties hereunder, as applicable, by or through agents or employees
and shall be entitled to advice of counsel concerning all matters pertaining to
their rights and duties hereunder.
(1) The Pledgor agrees to promptly reimburse the Collateral Agent and the
Lenders for actual out-ofpocket expenses, including, without limitation, counsel
fees, incurred by the Collateral Agent and the Lenders in connection with the
administration and enforcement of this Stock Pledge Agreement.
(2) Neither the Collateral Agent, Lenders, nor any of their offices, directors,
employees, agents, or counsel shall be liable for any action lawfully taken or
omitted to be taken by it or them hereunder or in connection herewith, except
for its or their own gross negligence or willful misconduct.
(3) This Stock Pledge Agreement shall be binding upon the Pledgor and its
successors and assigns, and shall inure to the benefit of, and be enforceable
by, the Collateral Agent, the Lenders, and their respective permitted successors
and assigns, and shall be governed by, and construed and enforced in accordance
with, the internal laws in effect in the State of New York, and none of the
terms or provisions of this Stock Pledge Agreement may be waived, altered,
modified, or amended except in writing duly signed for and on behalf of the
Collateral Agent, the Lenders, and the Pledgor.
(4) The Pledgor agrees that, from time to time upon the written request of the
Collateral Agent, the Pledgor will execute and deliver such further documents
and do such other acts and things as the Collateral Agent may reasonably request
in order fully to effect the purposes of this Stock Pledge Agreement.
Section 19. Severability. If for any reason any provision or provisions hereof
are determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or effect those portions of this
Stock Pledge Agreement which are valid.
Section 20. Notices. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval,
declaration, or other communication shall or may be given to or served upon any
of the parties by any other party, or whenever any of the parties desires to
give or serve upon any other a communication with respect to this Stock Pledge
Agreement, each such notice, demand, request, consent, approval, declaration, or
other communication shall be given to the other party in accordance with the
provisions of Section 13.5 of the Note Agreement or, in the case of the
Collateral Agent, in accordance with the provisions of Section 10.1 of the
Collateral Agency Agreement.
Section 21. Section Titles. The section titles contained in this Stock Pledge
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
Section 22. Counterparts. This Stock Pledge Agreement may be executed in any
number of counterparts, which shall, collectively and separately, constitute one
agreement.
Section 23. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Stock
Pledge Agreement to be duly executed as of the date first written above.
▇▇▇. ▇▇▇▇▇▇' ORIGINAL COOKIES, INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: President
Accepted and Acknowledged by:
THE BANK OF NEW YORK,
as Collateral Agent
By:__________________________
Name:________________________
Title:_______________________
IN WITNESS WHEREOF, the parties hereto have caused this Stock
Pledge Agreement to be duly executed as of the date first written above.
▇▇▇. ▇▇▇▇▇▇' ORIGINAL COOKIES, INC.
By:_________________________________
Name:
Title:
Accepted and Acknowledged by:
THE BANK OF NEW YORK,
as Collateral Agent
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Treasurer
SCHEDULE I
TO STOCK PLEDGE AGREEMENT
STOCK ISSUER CLASS TOTAL TOTAL NUMBER STOCK
OF STOCK AUTHORIZED ISSUED OF SHARES CERTIFICATE
SHARES SHARES PLEDGED NUMBERS
▇▇▇. ▇▇▇▇▇▇ Cookies Australia Common 50,000 1,000 1,000 5
Fairfield Foods Inc. Common 2,500 50 50 15
▇▇▇. ▇▇▇▇▇▇ Cookies (Canada), Ltd. Common 100 100 65 C-11
▇▇▇. ▇▇▇▇▇▇ Limited Common 20,000 1,000 650 5