Exhibit 10.22
PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of May 21, 1998 between LIONBRIDGE
TECHNOLOGIES HOLDINGS, INC., a Delaware corporation (the "COMPANY") and SILICON
VALLEY BANK (the "BANK").
W I T N E S S E T H :
WHEREAS, pursuant to the Loan Agreement dated as of September
26, 1997 among Lionbridge Technologies Holdings B.V. and Lionbridge Technologies
B.V., each a Netherlands corporation (together, the "BORROWERS") and the Bank
(the "ORIGINAL LOAN AGREEMENT"), the Bank agreed, subject to the terms and
conditions thereof, to make credit extensions to the Borrowers to be evidenced
by their promissory note payable to the order of the Bank, also dated September
26, 1997 (the "ORIGINAL NOTE");
WHEREAS, the Borrowers wish to enter into a Loan Document
Modification Agreement of even date amending the Original Loan Agreement (the
Original Loan Agreement as so amended, and as the same may hereafter be further
amended, modified, supplemented, extended or restated from time to time, the
"LOAN AGREEMENT") pursuant to which they will issue to the Bank an Amended and
Restated Note of even date herewith in the original principal amount of
$8,000,000 (as the same may hereafter be amended, modified, increased,
supplemented, extended or restated from time to time, the "NOTE");
WHEREAS, the Company is the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) issued by Japanese Language
Services, Inc., a Massachusetts corporation (the "ISSUER");
WHEREAS, in order to induce the Bank to enter into the Loan
Document Modification Agreement, the Company has agreed to grant a continuing
security interest in and to the Collateral (which is hereafter defined and which
includes the Pledged Stock) to secure obligations under the Loan Agreement,
including, without limitation, obligations under the promissory note by the
Borrowers to the Bank issued pursuant to the Loan Agreement;
WHEREAS, the Company is the registered and beneficial owner of
approximately 39.6% of the outstanding capital stock of Lionbridge Technologies
Holdings B.V. which in turn is the registered owner of all the outstanding
capital stock of Lionbridge Technologies, B.V. and as a consequence the Company
and the Issuer will derive benefit from the Bank's agreement to make credit
extensions to the Borrowers;
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Terms defined in the Loan Agreement and not
otherwise defined herein (including, without limitation, the terms "Event of
Default", "Governmental Authority", "Lien" and "Loan Documents") have, as used
herein, the respective meanings provided for therein. The following additional
terms, as used herein, have the following
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respective meanings:
"COLLATERAL" means the Pledged Stock and all Proceeds.
"PLEDGE AGREEMENT" means this Pledge Agreement, as amended,
supplemented or otherwise modified from time to time.
"PLEDGED STOCK" means the shares of capital stock of the
Issuer listed on Schedule I hereto, together with all stock
certificates, options or rights of any nature whatsoever which may be
issued or granted by the Issuer to the Company in respect of the
Pledged Stock while this Pledge Agreement is in effect.
"PROCEEDS" means all "proceeds" as such term is defined in
Section 9-306 of the UCC and, in any event, shall include, without
limitation, all dividends or other income from the Pledged Stock,
collections thereon or distributions with respect thereto.
"SECURED OBLIGATIONS" means all obligations of the Borrowers
to the Bank, whether such obligations are now existing or hereafter
incurred or created, joint or several, direct or indirect, absolute or
contingent, due or to become due, matured or unmatured, liquidated or
unliquidated, arising by contract, operation of law or otherwise,
including, without limitation, (a) all principal of and interest
(including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Borrowers) on any
advance to the Borrowers under the Loan Agreement or the Note; (b) all
other amounts (including, without limitation, any fees or expenses)
payable by the Borrowers under the Loan Agreement, the Note or any
other Loan Document; (c) all amounts payable to the Bank in connection
with the issuance of any letter of credit by the Bank for the account
of the Borrowers or any drawing thereunder, including without
limitation, any reimbursement obligation and letter of credit fees
payable under any letter of credit application or reimbursement
agreement executed by the Borrowers in connection with any such letter
of credit; (d) all amounts payable by the Borrowers hereunder; and (e)
any renewals, refinancings or extensions of any of the foregoing.
"UCC" means the Uniform Commercial Code as in effect on the
date hereof in The Commonwealth of Massachusetts.
2. PLEDGE; GRANT OF SECURITY INTEREST. The Company hereby
delivers to the Bank all the Pledged Stock and hereby grants to the Bank a first
security interest in the Collateral, as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Secured Obligations.
3. STOCK POWERS. Concurrently with the delivery to the Bank of
each certificate representing one or more shares of the Pledged Stock, the
Company shall deliver an undated stock power covering such certificate, duly
executed in blank with, if the Bank so requests, signature guaranteed.
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4. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants that:
a. the Company has the corporate power and authority and the legal right to
execute and deliver, to perform its obligations under, and to grant the Lien on
the Collateral pursuant to, this Pledge Agreement and has taken all necessary
corporate action to authorize its execution, delivery and performance of, and
grant of the Lien on the Collateral pursuant to, this Pledge Agreement;
b. this Pledge Agreement constitutes a legal, valid and binding obligation of
the Company enforceable in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally;
c. the execution, delivery and performance of this Pledge Agreement will not
violate any provision of any Requirement of Law or Contractual Obligation of the
Company and will not result in the creation or imposition of any Lien on any of
the properties or revenues of the Company pursuant to any Requirement of Law or
Contractual Obligation of the Company, except as contemplated hereby;
d. no consent or authorization of, filing with, or other act by or in respect
of, any arbitrator or Governmental Authority and no consent of any other Person
(including, without limitation, any stockholder or creditor of the Company or
the Issuer), is required in connection with the execution, delivery,
performance, validity or enforceability of this Pledge Agreement;
e. no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Company,
threatened by or against the Company or against any of its properties or
revenues with respect to this Pledge Agreement or any of the transactions
contemplated hereby;
f. the shares of Pledged Stock listed on SCHEDULE I constitute all the issued
and outstanding shares of all classes of the capital stock of the Issuer;
g. all the shares of the Pledged Stock have been duly and validly issued and are
fully paid and nonassessable;
h. the Company is the record and beneficial owner of, and has good and
marketable title to, the Pledged Stock listed on SCHEDULE I, free of any and all
Liens or options in favor of, or claims of, any other Person, except the Lien
created by this Pledge Agreement; and
i. upon delivery to the Bank of the stock certificates evidencing the Pledged
Stock, the Lien granted pursuant to this Pledge Agreement will constitute a
valid, perfected first priority Lien on the Collateral, enforceable as such
against all creditors of the Company and any Persons purporting to purchase any
Collateral from the Company.
5. COVENANTS. The Company covenants and agrees with the Bank
that, from and
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after the date of this Pledge Agreement until the Secured Obligations are paid
in full and the Commitment is terminated:
a. If the Company shall, as a result of its ownership of the
Pledged Stock, become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), option or rights,
whether in addition to, in substitution of, as a conversion of, or in
exchange for any shares of the Pledged Stock, or otherwise in respect
thereof, the Company shall accept the same as the Bank's agent, hold
the same in trust for the Bank and deliver the same forthwith to the
Bank in the exact form received, duly indorsed by the Company to the
Bank, if required, together with an undated stock power covering such
certificate duly executed in blank and with, if the Bank so requests,
signature guaranteed, to be held by the Bank hereunder as additional
collateral security for the Secured Obligations. Any sums paid upon or
in respect of the Pledged Stock upon the liquidation or dissolution of
the Issuer shall be paid over to the Bank to be held by it hereunder as
additional collateral security for the Secured Obligations, and in case
any distribution of capital shall be made on or in respect of the
Pledged Stock or any property shall be distributed upon or with respect
to the Pledged Stock pursuant to the recapitalization or
reclassification of the capital of the Issuer or pursuant to the
reorganization thereof, the property so distributed shall be delivered
to the Bank to be held by it, subject to the terms hereof, as
additional collateral security for the Secured Obligations. If any sums
of money or property so paid or distributed in respect of the Pledged
Stock shall be received by the Company, the Company shall, until such
money or property is paid or delivered to the Bank, hold such money or
property in trust for the Bank, segregated from other funds of the
Company, as additional collateral security for the Secured Obligations.
b. Without the prior written consent of the Bank, the Company
will not (i) vote to enable, or take any other action to permit, the
Issuer to issue any stock or other equity securities of any nature or
to issue any other securities convertible into or granting the right to
purchase or exchange for any stock or other equity securities of the
Issuer, or (ii) sell, assign, transfer, exchange or otherwise dispose
of, or grant any option with respect to, the Collateral, or (iii)
create, incur or permit to exist any Lien or option in favor of, or any
claim of any Person with respect to, any of the Collateral, or any
interest therein, except for the Lien provided for by this Pledge
Agreement. The Company will defend the right, title and interest of the
Bank in and to the Collateral against the claims and demands of all
Persons whomsoever.
c. At any time and from time to time, upon the written request
of the Bank, and at the sole expense of the Company, the Company will
promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Bank may reasonably
request for the purposes of obtaining or preserving the full benefits
of this Pledge Agreement and of the rights and powers herein granted.
If any amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory note, other
instrument or chattel paper, such note, instrument or chattel paper
shall be immediately delivered to the Bank, duly endorsed in a
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manner satisfactory to the Bank, to be held as Collateral pursuant to
this Pledge Agreement.
d. The Company agrees to pay, and to save the Bank harmless
from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions contemplated
by this Pledge Agreement.
6. CASH DIVIDENDS; VOTING RIGHTS. Unless an Event of Default shall have occurred
and be continuing and the Bank shall have given notice to the Company of the
Bank's intent to exercise its corresponding rights pursuant to PARAGRAPH 7
below, the Company shall be permitted to receive all cash dividends paid in the
normal course of business of the Issuer and consistent with past practice, to
the extent permitted in the Loan Agreement, in respect of the Pledged Stock and
to exercise all voting and corporate rights with respect to the Pledged Stock,
PROVIDED, HOWEVER, that no vote shall be cast or corporate right exercised or
other action taken which, in the Bank's reasonable judgment, would impair the
Collateral or which would be inconsistent with or result in any violation of any
provision of this Pledge Agreement, the Loan Agreement, the Note or any other
Loan Document.
7. RIGHTS OF THE BANK. If an Event of Default shall occur and be continuing and
the Bank shall give notice of its intent to exercise such rights to the Company:
(i) the Bank shall have the right to receive any and all cash dividends paid in
respect of the Pledged Stock and make application thereof to the Secured
Obligations in such order as it may determine, and (ii) all shares of the
Pledged Stock shall be registered in the name of the Bank or its nominee, and
the Bank or its nominee may thereafter exercise (A) all voting, corporate and
other rights pertaining to such shares of the Pledged Stock at any meeting of
shareholders of the Issuer or otherwise and (B) any and all rights of
conversion, exchange, subscription and any other rights, privileges or options
pertaining to such shares of the Pledged Stock as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of the
Issuer, or upon the exercise by the Company or the Bank of any right, privilege
or option pertaining to such shares of the Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as it may determine), all without
liability except to account for property actually received by it, but the Bank
shall have no duty to exercise any such right, privilege or option and shall not
be responsible for any failure to do so or delay in so doing.
a. The rights of the Bank hereunder shall not be conditioned
or contingent upon the pursuit by the Bank of any right or remedy
against the Issuer or against any other Person which may be or become
liable in respect of all or any part of the Secured Obligations or
against any other collateral security therefor, guarantee thereof or
right of offset with respect thereto. The Bank shall not be liable for
any failure to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so, nor shall it be under any
obligation to sell or otherwise dispose of any Collateral upon the
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request of the Company or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.
8. REMEDIES. If an Event of Default shall occur and be continuing, the Bank may
exercise, in addition to all other rights and remedies granted in this Pledge
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Secured Obligations, all rights and remedies of a secured party
under the UCC. Without limiting the generality of the foregoing, the Bank,
without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Company, the Issuer or any other Person (all and each
of which demands, defenses, advertisements and notices are hereby waived), may
in such circumstances forthwith collect, receive, appropriate and realize upon
the Collateral, or any part thereof, and/or may forthwith sell, assign, give
option or options to purchase or otherwise dispose of and deliver the Collateral
or any part thereof (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, in the over-the-counter market, at
any exchange, broker's board or office of the Bank or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best,
for cash or on credit or for future delivery without assumption of any credit
risk. The Bank shall have the right upon any such public sale or sales, and to
the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Collateral so sold, free of any right or equity of
redemption in the Company, which right or equity is hereby waived or released.
The Bank shall apply any Proceeds from time to time held by it and the net
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale, after deducting all reasonable costs and expenses of every kind
incurred therein or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the Bank
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Secured Obligations, in
such order as the Bank may elect, and only after such application and after the
payment by the Bank of any other amount required by any provision of law,
including, without limitation, Section 9-504(1)(c) of the UCC, need the Bank
account for the surplus, if any, to the Company. To the extent permitted by
applicable law, the Company waives all claims, damages and demands it may
acquire against the Bank arising out of the exercise by the Bank of any of its
rights hereunder. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least 10 days before such sale or other disposition. The
Company shall remain liable for any deficiency if the proceeds of any sale or
other disposition of Collateral are insufficient to pay the Secured Obligations
and the fees and disbursements of any attorneys employed by the Bank to collect
such deficiency. The Company further waives and agrees not to assert any rights
or privileges which it may acquire under Section 9-112 of the UCC.
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9. PRIVATE SALES.
a. The Company recognizes that the Bank may be unable to
effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable
state securities laws or otherwise, and may be compelled to resort to
one or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view to
the distribution or resale thereof. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less
favorable to the Bank than if such sale were a public sale. The Bank
shall be under no obligation to delay a sale of any of the Pledged
Stock for the period of time necessary to permit the Issuer to register
such securities for public sale under the Securities Act, or under
applicable state securities laws, even if the Issuer would agree to do
so.
b. The Company further agrees to do or cause to be done all
such other acts as may be necessary to make any sale or sales of all or
any portion of the Pledged Stock pursuant to this PARAGRAPH 9 valid and
binding and in compliance with any and all other applicable
Requirements of Law. The Company further agrees that a breach of any of
the covenants contained in this PARAGRAPH 9 will cause irreparable
injury to the Bank, that the Bank has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every
covenant contained in this PARAGRAPH 9 shall be specifically
enforceable against the Company, and the Company hereby waives and
agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of
Default has occurred or is continuing under the Loan Agreement.
10. NO SUBROGATION. Notwithstanding any payment or payments made by the Company
hereunder, or any setoff or application of funds of the Company by the Bank, or
the receipt of any amounts by the Bank with respect to any of the Collateral,
the Company shall not be entitled to be subrogated to any of the rights of the
Bank against the Issuer or against any other collateral security held by the
Bank for the payment of the Secured Obligations, nor shall the Company seek any
reimbursement from the Issuer in respect of payments made by the Company in
connection with the Collateral, or amounts realized by the Bank in connection
with the Collateral, until all amounts owing to the Bank by the Issuer on
account of the Secured Obligations are paid in full and the Commitment is
terminated. If any amount shall be paid to the Company on account of such
subrogation rights at any time when all of the Secured Obligations shall not
have been paid in full, such amount shall be held by the Company in trust for
the Bank, segregated from other funds of the Company, and shall, forthwith upon
receipt by the Company, be turned over to the Bank in the exact form received by
the Company (duly indorsed by the Company to the Bank, if required), to be
applied against the Secured Obligations, whether matured or unmatured, in such
order as the Bank may determine.
11. AMENDMENTS, ETC. WITH RESPECT TO THE SECURED OBLIGATIONS. The Company shall
remain obligated hereunder, and the Collateral shall remain subject to the Lien
granted hereby, notwithstanding that, without any reservation of rights against
the Company, and without notice to or further assent by the Company, any demand
for payment of any of the Secured
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Obligations made by the Bank may be rescinded by the Bank, and any of the
Secured Obligations continued, and the Secured Obligations, or the liability of
the Issuer or any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Bank, and the
Loan Agreement, the Note and any other Loan Document may be amended, modified,
supplemented or terminated, in whole or in part, as the Bank may deem advisable
from time to time, and any guarantee, right of offset or other collateral at any
time held by the Bank for the payment of the Secured Obligations may be sold,
exchanged, waived, surrendered or released. The Bank shall have no obligation to
protect, secure, perfect or insure any other Lien at any time held by it as
security for the Secured Obligations or any property subject thereto. The
Company waives any and all notice of the creation, renewal, extension or accrual
of any of the Secured Obligations and notice of or proof of reliance by the Bank
upon this Pledge Agreement; the Secured Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred in reliance
upon this Pledge Agreement; and all dealings between the Issuer, the Company and
the Bank shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Pledge Agreement. The Company waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Issuer or the Company with respect to the Secured Obligations.
12. LIMITATION ON DUTIES REGARDING COLLATERAL. The Bank's sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the UCC or otherwise, shall be to deal with
it in the same manner as the Bank deals with similar securities and property for
its own account. Neither the Bank nor any of its directors, officers, employees
or agents shall be liable for failure to demand, collect or realize upon any of
the Collateral or for any delay in doing so or shall be under any obligation to
sell or otherwise dispose of any Collateral upon the request of the Company or
otherwise.
13. POWERS COUPLED WITH AN INTEREST. All authorizations and agencies herein
contained with respect to the Collateral are irrevocable and powers coupled with
an interest.
14. SEVERABILITY. Any provision of this Pledge Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
15. PARAGRAPH HEADINGS. The paragraph headings used in this Pledge Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.
16. NO WAIVER; CUMULATIVE REMEDIES. The Bank shall not by any act (except by a
written instrument pursuant to PARAGRAPH 17 hereof), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Bank, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power
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or privilege. A waiver by the Bank of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Bank
would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any rights or remedies provided by law.
17. WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS; GOVERNING LAW. None of the
terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Company and the Bank, PROVIDED that any provision of this Pledge Agreement
may be waived by the Bank in a letter or agreement executed by the Bank or by
facsimile transmission from the Bank. This Pledge Agreement shall be binding
upon the successors and assigns of the Company and shall inure to the benefit of
the Bank and its successors and assigns. This Pledge Agreement shall be governed
by, and construed and interpreted in accordance with, the laws of The
Commonwealth of Massachusetts.
18. NOTICES. Notices by the Bank to the Company or the Issuer may be given by
mail or by facsimile transmission, addressed or transmitted to the Company or
the Issuer at its address or transmission number set forth under its signature
below and shall be effective (a) in the case of mail, two days after deposit in
the postal system, first class postage pre-paid and (b) in the case of facsimile
notices, when electronic confirmation of receipt is received. The Company and
the Issuer may change their respective address and transmission numbers by
written notice to the Bank.
19. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUER. The Company hereby
authorizes and instructs the Issuer to comply with any instruction received by
it from the Bank in writing that (a) states that an Event of Default has
occurred and (b) is otherwise in accordance with the terms of this Pledge
Agreement, without any other or further instructions from the Company, and the
Company agrees that the Issuer shall be fully protected in so complying.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
LIONBRIDGE TECHNOLOGIES
HOLDINGS, INC.
By:
------------------------
Name:
Title:
SILICON VALLEY BANK
By:
------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
The Issuer referred to in the foregoing Pledge Agreement
hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and
to comply with the terms thereof insofar as such terms are applicable to it. The
Issuer agrees to notify the Bank promptly in writing of the occurrence of any of
the events described in PARAGRAPH 5(A) of the Pledge Agreement. The Issuer
further agrees that the terms of PARAGRAPH 9(C) of the Pledge Agreement shall
apply to it, MUTATIS MUTANDIS, with respect to all actions that may be required
of it under or pursuant to or arising out of PARAGRAPH 9 of the Pledge
Agreement.
JAPANESE LANGUAGE SERVICES, INC.
By:
---------------------------
Name:
Title:
Address for Notices:
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SCHEDULE 1
To Pledge
Agreement
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DESCRIPTION OF PLEDGED STOCK
Stock
Class of Certificate No. of
Issuer Stock */ No. Shares
------ -------- --- ------
Japanese Language 15 97,500
Services, Inc.
*/ Common unless otherwise indicated.
