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EXHIBIT 10.19
MERRILL LYNCH PLEDGED COLLATERAL ACCOUNT CONTROL AGREEMENT
INSTRUCTIONS: COMPLETE BOXES A, B, C AND NAMES AND ADDRESSES AND SIGN BELOW
1. THE PARTIES
The Parties to this agreement ("Agreement") are:
MORTON'S RESTAURANT GROUP, INC., a Delaware Corporation (the "Client")
and
WELLS FARGO FOOTHILL, INC., a California Corporation, on its own behalf and as
agent for various parties designated in the indenture entered into by the Client
on July 7, 2003 (the "Indenture") (the "Creditor")
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("Merrill Lynch").
The undersigned agree and acknowledge that Merrill Lynch is not a party to the
Indenture nor does it have any duty or responsibility to know or ascertain the
terms of the Indenture or to verify that any terms or requirements of the
Indenture are being met.
2. THE PLEDGED ACCOUNT
BOX A
Client has granted Creditor a security interest in Merrill Lynch account
176-07877 ("Account") pursuant to a separate Security Agreement between Client
and Creditor.
If the Account will be a new Merrill Lynch account, Client hereby instructs
Merrill Lynch to transfer the assets listed in Exhibit A to the Account. The
Account shall be maintained as a cash securities account, and will be titled
"[Name of Client] Pledged Collateral Account for [Name of Creditor]."
The purpose of this Agreement is to perfect the Creditor's security interest in
the Account by granting Creditor control over the Account; however, this
Agreement does not create Creditor's security interest in the Account inasmuch
as Client and Creditor have a separate Security Agreement for that purpose.
Client has not granted a security interest in the Account to any party other
than Creditor, except for Merrill Lynch's broker lien referenced in section 7
and any lien for service fees to an Investment Manager or Agent named in Box B
in section 4. Merrill Lynch has not entered into a Control Agreement with
respect to the Account with any other party and agrees that it will not do so
while this Agreement is in effect. The manager signing this Agreement on behalf
of Merrill Lynch hereby represents, to the best of his or her knowledge, that no
person other than Client, Creditor, Merrill Lynch and any Investment Manager or
Agent named in Box B in section 4 has any claim, lien or interest in the Account
or the assets in the Account.
All assets in the Account will be treated as financial assets under Article 8 of
the New York Uniform Commercial Code.
3. EXCLUDED ASSETS
Client and Creditor acknowledge that the following assets are not covered by
this Agreement even if shown, for information purposes, on a periodic account
statement for the Account, because Merrill Lynch is not the legal custodian of
such assets: money market deposit account (MMDA) balances, shares of ML Ready
Assets Trust, USA Government and USA Treasury money market funds and of the
Merrill Lynch Institutional Funds, non-listed limited partnership interests,
annuities and life insurance contracts, and precious metals. Merrill Lynch will
not be responsible for assuring that any of these assets are not acquired with
assets from the Account.
4. CLIENT'S AUTHORITY OVER THE ACCOUNT
Unless Creditor has delivered to Merrill Lynch a Notice of Exclusive Control
pursuant to section 6 that has not been terminated by a subsequent Exclusive
Control Termination Notice delivered to Merrill Lynch pursuant to section 6,
Client will have full authority to give instructions with respect to assets in
the Account without written consent by Creditor. Client's authority with respect
to the Account will be governed by the terms of boxes B and C, which authority
Creditor may revoke at any time by delivering a Notice of Exclusive Control to
Merrill Lynch pursuant to section 6 and may restore at any time thereafter by a
subsequent Termination of
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Exclusive Control Notice delivered to Merrill Lynch pursuant to section 6.
BOX B
IS CLIENT PERMITTED TO TRADE IN THE ACCOUNT?
/X/ YES / / NO
IF YES, except as otherwise provided in section 6, Merrill Lynch may comply with
any trading instructions from Client or the Investment Manager or Agent named
below without further consent by Creditor.
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Print name of Investment Manager or Agent designated by separate power of
attorney or equivalent document on file with Merrill Lynch
BOX C
CLIENT IS PERMITTED TO WITHDRAW ASSETS FROM THE ACCOUNT, UP TO AND INCLUDING THE
ENTIRE VALUE OF THE ACCOUNT.
If an Investment Manager or Agent is named in Box B, Creditor agrees that the
assets in the Account are subject to Client's agreement with such manager or
agent and that periodic payment of normal advisory and service fees from assets
in the Account pursuant to such an agreement is permitted without consent of
Creditor.
5. CONTROL BY CREDITOR
After receipt of a Notice of Exclusive Control pursuant to section 6 below, and
until such time as Creditor provides an Exclusive Control Termination Notice to
Merrill Lynch pursuant to section 6 below, Merrill Lynch agrees to comply with
any instructions it receives from Creditor to transfer, sell, redeem, close open
trades or otherwise liquidate any assets in the Account (including instructions
to transfer assets directly to, or into an account in the name of, Creditor),
without further consent by Client. All instructions to transfer assets from the
Account must be in writing. If Creditor is an entity, Merrill Lynch is
authorized to take instructions from any person Merrill Lynch reasonably
believes represents Creditor.
6. NOTICE OF EXCLUSIVE CONTROL
Creditor may at any time deliver to Merrill Lynch a "Notice of Exclusive
Control" substantially in the form of Exhibit B. Delivery to Merrill Lynch shall
occur if the Notice is sent by fax, addressed to the Managing Director, with
separate duplicates being also faxed to the Branch Administrative Manager and
the Service Manager, with receipt of all three faxes confirmed by telephone, and
the original mailed or delivered to the office servicing the Account as
indicated on the account statement. Within two business days following receipt
of such notice in that manner by all of those recipients, Merrill Lynch will
cease complying with trading instructions from, or on behalf of, Client with
respect to the Account, and refuse to accept any other instructions from Client
intended to exercise any authority with respect to the Account until such time
as Creditor delivers an "Exclusive Control Termination Notice" substantially in
the form of Exhibit C.
7. PRIORITY OF CREDITOR'S SECURITY INTEREST
So long as this Agreement is in effect, Merrill Lynch subordinates in favor of
Creditor any security interest, lien, or right of setoff it may have, now or in
the future, against assets in the Account, except Merrill Lynch may retain a
prior lien on assets in the Account to secure payment for assets purchased for
the Account and to collect normal commissions and service fees.
8. DUPLICATE STATEMENTS AND CONFIRMATIONS
Merrill Lynch will send Creditor duplicate copies of periodic account statements
and trade confirmations, if any, contemporaneously with those sent to Client.
9. RESPONSIBILITY AND PROTECTION OF MERRILL LYNCH
Except for permitting a transfer of assets from the Account in violation of
section 4, Merrill Lynch will not be liable to Creditor for complying with
instruc-tions from Client that are received by Merrill Lynch before Merrill
Lynch receives a Notice of Exclusive Control in accordance with section 6.
Merrill Lynch will not be liable to Client for complying with a Notice of
Exclusive Control or any instructions received from any person Merrill Lynch
reasonably believes represents Creditor. Merrill Lynch has no duty to
investigate whether Creditor is authorized under the Security Agreement to give
such Notice of Exclusive Control or such instructions.
Client hereby agrees to indemnify and hold harmless Merrill Lynch, its officers,
directors, employees and
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agents, and any Investment Manager or Agent named in Box B in section 4, against
claims, liabilities and expenses arising out of maintenance of the Account
pursuant to this Agreement (including reasonable attorneys' fees), except if
such claims, liabilities or expenses are caused solely by Merrill Lynch's or
such manager's or agent's gross negligence or willful misconduct, respectively.
Creditor hereby agrees to indemnify and hold harmless Merrill Lynch, its
officers, directors, employees and agents, and any Investment Manager or Agent
named in Box B in section 4, against claims, liabilities and expenses (including
reasonable attorneys' fees) arising out of Merrill Lynch's compliance with any
instructions from Creditor with respect to the Account except if such claims,
liabilities or expenses are caused solely by Merrill Lynch's or such manager's
or agent's gross negligence or willful misconduct, respectively.
This Agreement does not create any obligations for Merrill Lynch except for
those expressly set forth in this Agreement.
10. TERMINATION; SURVIVAL
Creditor may terminate this agreement by written notice to Merrill Lynch.
Merrill Lynch may terminate this agreement on thirty (30) days written notice to
Creditor and Client. Upon (i) notification by Creditor to Merrill Lynch that
Creditor's security interest in the Account has terminated, or (ii) termination
of the Account, this Agreement will automatically terminate; provided, however,
that Client may not terminate the Account without the prior written consent of
the Creditor. Section 9, "Responsibility and Protection of Merrill Lynch," will
survive termination of this Agreement.
11. EFFECT OF AGREEMENT
Client and Creditor agree that this Agreement supplements the applicable Merrill
Lynch account agreement with respect to the Account, and any related agreement
if the Account is a managed account under a Merrill Lynch advisory program with
a manager named in Box B, and that it does not abridge any rights that Merrill
Lynch might otherwise have, except as provided in section 7. If there is any
inconsistency between this Agreement and such Merrill Lynch account agreements
this Agreement will control. The Parties also acknowledge that there are no
other understandings or agreements with Merrill Lynch concerning the Account
except for this Agreement, the Merrill Lynch account agreements and any
agreement with an Investment Manager or Agent named in Box B to which Merrill
Lynch may be a party.
12. GOVERNING LAW
THIS AGREEMENT AND THE ACCOUNT WILL BE GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK WITH RESPECT TO INTERPRETATION AND ENFORCEMENT.
13. AMENDMENTS
No amendment of, or waiver of a right under, this Agreement will be binding
unless it is in writing and signed by the party to be charged.
14. SEVERABILITY
To the extent a provision of this Agreement is unenforceable, this Agreement
will be construed as if the unenforceable provision were omitted.
15. SUCCESSORS AND ASSIGNS OF CREDITOR
A successor to or assignee of Creditor's rights and obligations under the
Security Agreement between Creditor and Client will succeed to Creditor's rights
and obligations under this Agreement.
SIGNATURES ADDRESSES
CLIENT:
Thomas J. Baldwin 3333 New Hyde Park Road
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PRINT NAME
/s/ Thomas J. Baldwin 9/3/03 New Hyde Park, NY
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SIGNATURE DATE
EVP - CFO 11042
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TITLE (IF APPLICABLE)
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CREDITOR:
Sandy Martinez Wells Fargo Foothill Inc.
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PRINT NAME*
/s/ Sandy Martinez 8/22/03 2450 Colorado Ave. #3000W
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SIGNATURE DATE
Vice President Santa Monica, Ca 90404
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TITLE (AN AUTHORIZED OFFICER)
* This is the name to whom periodic account statements and trade confirmations
will be addressed unless another officer's name is provided to Merrill Lynch for
this purpose.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED:
Salvatore Campione
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PRINT NAME
Address is the address servicing the Account as indicated on account statement.
/s/ Salvatore Campione 9/12/03
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SIGNATURE DATE
MANAGING DIRECTOR (OR DESIGNEE)
Notice Information:
Name of Managing Director: Luis Marino
Telephone Number of Managing Director: 212-907-6880
Fax Number of Managing Director: 212-907-7610
Name of Branch Administrative Manager: Tony Campbell
Telephone Number of Branch Administrative Manager: 212-907-7711
Fax Number of Branch Administrative Manager: 646-805-0255
Name of Service Manager: Lydia Nunez
Telephone Number of Service Manager: 212-907-7617
Fax Number of Service Manager: 646-805-2684
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, BUT THE PREPARER SHOULD PROVIDE
THE COMPLETED ORIGINAL TO MERRILL LYNCH WITH SIGNED PHOTOCOPY COUNTERPARTS
PROVIDED TO CLIENT AND CREDITOR.
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ACCOUNT NO. _______________
EXHIBIT A
Use Exhibit A to list the assets to be transferred into
the Merrill Lynch Pledged Collateral Account.
(Note: If an existing managed account, such as a ML Consults(R), Mutual Fund
Advisor or other managed account, is being pledged, please attach a copy of the
most recent monthly account statement and write "See attached statement" below.)
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QUANTITY DESCRIPTION
Assets to be transferred into the Merrill Lynch Pledged Collateral Account will initially consist of cash.
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Code 1226-0198
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Exhibit B
SAMPLE NOTICE OF EXCLUSIVE CONTROL
[Letterhead of Creditor]
Note: This notice must be sent by fax, addressed to the Managing Director, with
separate duplicates being also faxed to the Branch Administrative Manager and
the Service Manager, with receipt of all three faxes confirmed by telephone, and
the original mailed or delivered to the office servicing the Account as
indicated on the account statement.)
Date: _______________
To: Managing Director
Merrill Lynch, Pierce, Fenner & Smith Inc.
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(INSERT ADDRESS OF MERRILL LYNCH OFFICE SERVICING ACCOUNT AS INDICATED
ON ACCOUNT STATEMENT)
RE: Pledged Collateral Account number ____________________ in the name of
"____________________ Pledged Collateral Account for _____________________"
NAME OF CLIENT NAME OF CREDITOR
This is to notify Merrill Lynch that the above-referenced pledged collateral
account ("Account") is now under the exclusive control of Creditor named above.
Merrill Lynch is hereby instructed to cease complying with trading instructions
given by or on behalf of Client (named above) relating to said Account, to cease
distributing interest and regular cash dividends earned on property in the
Account, and to refuse to accept any other instructions from Client intended to
exercise any authority with respect to the Account unless instructed by the
undersigned on behalf of Creditor.
Creditor warrants to Merrill Lynch that this Notice of Exclusive Control is
lawful and authorized by the Security Agreement between Client and Creditor.
All future instructions on the Account shall be given solely by the undersigned
on behalf of Creditor unless further evidence of authority is provided to
Merrill Lynch.
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PRINT NAME
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SIGNATURE DATE
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TITLE (AN AUTHORIZED OFFICER)
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Exhibit C
SAMPLE EXCLUSIVE CONTROL TERMINATION NOTICE
[Letterhead of Creditor]
Note: This notice must be sent by fax, addressed to the Managing Director, with
separate duplicates being also faxed to the Branch Administrative Manager and
the Service Manager and the original mailed or delivered to the office servicing
the Account as indicated on the account statement.)
Date: _______________
To: Managing Director
Merrill Lynch, Pierce, Fenner & Smith Inc.
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(INSERT ADDRESS OF MERRILL LYNCH OFFICE SERVICING ACCOUNT AS INDICATED
ON ACCOUNT STATEMENT)
RE: Pledged Collateral Account number ____________________ in the name of
"____________________ Pledged Collateral Account for _____________________"
NAME OF CLIENT NAME OF CREDITOR
This is to notify Merrill Lynch that the above-referenced pledged collateral
account ("Account") is no longer under the exclusive control of Creditor named
above. Merrill Lynch is hereby instructed to resume complying with trading and
other instructions given by or on behalf of Client (named above) relating to
said Account in accordance with the Merrill Lynch Pledged Collateral Account
Control Agreement dated ________ governing the Account.
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PRINT NAME
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SIGNATURE DATE
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TITLE (AN AUTHORIZED OFFICER)