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EXHIBIT 4.8
HANOVER ACQUISITION PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of December 19, 1995, made by
Hanover Acquisition Corp., a Texas corporation ("Hanover Acquisition"), in
favor of Chemical Bank, as collateral trustee (in such capacity, the
"Collateral Trustee") under the Collateral Trust Agreement referred to below.
W I T N E S S E T H :
WHEREAS, Hanover Compressor Company, a Delaware corporation
("HCC"), the banks and other financial institutions parties thereto (the
"Banks") and Chemical Bank, as agent (in such capacity, the "Agent") for the
Banks are parties to the Amended and Restated Credit Agreement, dated as of
June 29, 1993 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Existing Credit Agreement"); and
WHEREAS, HCC, the Banks and the Agent are concurrently with
the execution of this Pledge Agreement entering into the Second Amended and
Restated Credit Agreement, dated as of the date hereof (as further amended,
supplemented or otherwise modified from time to time, the "Credit Agreement");
and
WHEREAS, pursuant to the Credit Agreement, HCC, the Banks and
the Agent have agreed to amend and restate the Existing Credit Agreement in
accordance with the terms and conditions set forth in the Credit Agreement; and
WHEREAS, under the Credit Agreement, it is a condition
precedent to the obligation of the Banks and the Agent to abide by the terms
and conditions thereunder that Hanover Acquisition shall execute and deliver
this Pledge Agreement in the manner hereinafter set forth; and
WHEREAS, HCC, as borrower, Joint Energy Development Investors
Limited Partnership, a Delaware limited partnership ("JEDI"), as agent (in such
capacity, the "JEDI Agent") for the lenders thereunder, and the financial
institutions which are lenders thereunder (the "JEDI Lenders") are concurrently
with the execution of this Pledge Agreement entering into a Loan Agreement,
dated as of the date hereof (as amended, supplemented or otherwise modified
from time to time (the "JEDI Loan Agreement"); and
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WHEREAS, under the JEDI Loan Agreement, it is a condition
precedent to the obligation of the JEDI Lenders and the JEDI Agent to abide by
the terms and conditions thereunder that Hanover Acquisition shall execute and
deliver this Pledge Agreement in the manner hereinafter set forth; and
WHEREAS, HCC, the Loan Parties (as defined in the Collateral
Trust Agreement referred to below) and the Collateral Trustee are concurrently
with the execution of this Pledge Agreement entering into a Collateral Trust
Agreement, dated as of the date hereof (as amended, supplemented or otherwise
modified from time to time the "Collateral Trust Agreement"); and
WHEREAS, under the Collateral Trust Agreement, the Collateral
Trustee will act as collateral trustee for the benefit of the holders of Master
Debt (as defined in the Collateral Trust Agreement) from time to time
outstanding; and
WHEREAS, Hanover Acquisition is the legal and beneficial owner
of the shares of Pledged Stock (as hereinafter defined) issued by the
corporations listed on Schedule I hereto (individually, an "Issuer",
collectively, the "Issuers");
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
Hanover Acquisition hereby agrees with the Collateral Trustee, for the benefit
of the holders of the Obligations, as follows:
1. Defined Terms. Unless otherwise defined herein,
terms which are defined in the Collateral Trust Agreement and used herein are
so used as so defined, and the following terms shall have the following
meanings:
"Collateral" means the Pledged Stock and all Proceeds.
"Obligations" means all Secured Obligations outstanding from
time to time and entitled to the benefits of the Collateral Trust
Agreement.
"Pledge Agreement" means this Pledge Agreement, as further
amended, supplemented or otherwise modified from time to time.
"Pledged Stock" means the shares of capital stock of the
Issuers listed on Schedule I hereto, together with all stock
certificates, options or rights of any nature whatsoever that may be
issued or granted by any Issuer to Hanover Acquisition in respect of
such capital stock while this Pledge Agreement is in effect.
"Proceeds" means all "proceeds" as such term is defined in
Section 9-306(1) of the UCC on the date hereof and, in any
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event, shall include, without limitation, all dividends or other
income from the Pledged Stock, collections thereon or distributions
with respect thereto.
"UCC" means the Uniform Commercial Code from time to time in
effect in the State of New York.
2. Pledge; Grant of Security Interest. Hanover
Acquisition hereby delivers to the Collateral Trustee, for the ratable benefit
of the holders of the Obligations, all the Pledged Stock and hereby grants to
the Collateral Trustee, for the ratable benefit of the holders of the
Obligations, 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 Obligations.
3. Stock Powers. Concurrently with the delivery to the
Collateral Trustee of each certificate representing one or more shares of
Pledged Stock, Hanover Acquisition shall deliver an undated stock power
covering such certificate, duly executed in blank by Hanover Acquisition.
4. Representations and Warranties. Hanover Acquisition
represents and warrants that:
(a) the shares of Pledged Stock of each Issuer listed on Schedule I
constitute all the issued and outstanding shares of all classes of the capital
stock of such Issuer;
(b) all the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable;
(c) Hanover Acquisition 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
(d) upon delivery to the Collateral Trustee 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 in favor of the Collateral Trustee (assuming that the Collateral
Trustee retains possession of the stock certificates evidencing the Pledged
Stock), enforceable as such against all creditors of Hanover Acquisition and
any Persons purporting to purchase any Collateral from Hanover Acquisition.
5. Covenants. Hanover Acquisition covenants and agrees
with the Collateral Trustee that, from and after the date of this Pledge
Agreement until the Obligations are paid in full and all commitments of all
holders of the Obligations to extend additional Master Debt are terminated:
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(a) If Hanover Acquisition 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, Hanover Acquisition shall accept the same as the
agent of the Collateral Trustee and the holders of the Obligations, hold the
same in trust for the Collateral Trustee and the holders of the Obligations and
deliver the same forthwith to the Collateral Trustee in the exact form
received, duly indorsed by Hanover Acquisition to the Collateral Trustee, if
required, together with an undated stock power covering such certificate duly
executed in blank by Hanover Acquisition, to be held by the Collateral Trustee,
subject to the terms hereof, as additional collateral security for the
Obligations. Any sums paid upon or in respect of the Pledged Stock upon the
liquidation or dissolution of any Issuer shall be paid over to the Collateral
Trustee to be held by it hereunder as additional collateral security for the
Obligations, and if any distribution of capital or any property shall be
distributed upon or with respect to the Pledged Stock pursuant to the
recapitalization or reclassification of the capital of any Issuer or pursuant
to the reorganization thereof, the capital or property so distributed shall be
delivered to the Collateral Trustee to be held by it hereunder as additional
collateral security for the Obligations. If any sums of money or property so
paid or distributed in respect of the Pledged Stock shall be received by
Hanover Acquisition, Hanover Acquisition shall, until such money or property is
paid or delivered to the Collateral Trustee, hold such money or property in
trust for the Collateral Trustee and the holders of the Obligations, segregated
from other funds of Hanover Acquisition, as additional collateral security for
the Obligations.
(b) Without the prior written consent of the Collateral Trustee,
Hanover Acquisition will not (i) vote to enable, or take any other action to
permit, any 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 any nature of
any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, 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
or as otherwise permitted by all Master Debt Agreements. Hanover Acquisition
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will defend the right, title and interest of the Collateral Trustee and the
holders of the Obligations 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 Collateral Trustee, and at the sole expense of Hanover Acquisition, Hanover
Acquisition will promptly and duly execute and deliver such further instruments
and documents and take such further actions as the Collateral Trustee 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 (in each case as defined in the UCC), such note, instrument or chattel
paper shall be promptly delivered to the Collateral Trustee, duly endorsed in a
manner reasonably satisfactory to the Collateral Trustee, to be held as
Collateral pursuant to this Pledge Agreement.
(d) Hanover Acquisition agrees to pay, and to save the Collateral
Trustee and the holders of the Obligations harmless from, any and all
liabilities with respect to, or resulting from any delay by Hanover Acquisition
in paying, any and all stamps, 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 Actionable
Event of Default shall have occurred and be continuing and the Collateral
Trustee shall have given notice to Hanover Acquisition of the Collateral
Trustee's intent to exercise its corresponding rights pursuant to paragraph 7,
Hanover Acquisition shall be permitted to receive all cash distributions, to
the extent permitted by all Master Debt Agreements, 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 Collateral Trustee's reasonable
judgment, would reasonably be expected to have a material adverse effect on the
Collateral or which would reasonably be expected to be inconsistent with or
result in any violation of any provision of any Master Debt Agreement, the
Collateral Trust Agreement or this Pledge Agreement.
7. Rights of the Collateral Trustee and the holders of
the Obligations. (a) If an Actionable Event of Default shall occur and be
continuing and the Collateral Trustee shall give Hanover Acquisition written
notice of its intent to exercise the rights described below, (i) the Collateral
Trustee shall have the right to receive any and all cash distributions paid in
respect of the Pledged Stock and make application thereof pursuant to the
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terms of the Collateral Trust Agreement, and (ii) all shares of the Pledged
Stock shall be registered in the name of the Collateral Trustee or its nominee,
and the Collateral Trustee 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 Issuers 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 Issuers, or upon the exercise by Hanover
Acquisition or the Collateral Trustee 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 or such liability as is
caused by the gross negligence or willful misconduct of the Collateral Trustee,
but the Collateral Trustee shall have no duty to Hanover Acquisition to
exercise any such right, privilege or option and shall not be responsible for
any failure to do so or delay in so doing.
(b) The rights of the Collateral Trustee hereunder shall not
be conditioned or contingent upon the pursuit by the Collateral Trustee 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 Obligations or against any
collateral security therefor, guarantee therefor or right of offset with
respect thereto. Neither the Collateral Trustee nor any holder of the
Obligations shall 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 the
Collateral Trustee be under any obligation to sell or otherwise dispose of any
Collateral upon the request of Hanover Acquisition or any other Person or to
take any other action whatsoever with regard to the Collateral or any part
thereof.
8. Remedies. If an Actionable Event of Default shall
occur and be continuing, the Collateral Trustee, on behalf of the holders of
the Obligations, 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 Obligations, all rights and remedies of
a secured party under the UCC. Without limiting the generality of the
foregoing, the Collateral Trustee, 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 Hanover Acquisition, the
Issuers 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
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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
Collateral Trustee or any holder of the Obligations or elsewhere upon such
terms and conditions as it reasonably may deem advisable and at such prices as
it reasonably may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Collateral Trustee or any holder of
the Obligations 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 Hanover Acquisition, which right or equity is hereby
waived or released. The Collateral Trustee shall hold and apply any Proceeds
from time to time held by it and the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale pursuant to the terms of
the Collateral Trust Agreement. To the extent permitted by applicable law,
Hanover Acquisition waives all claims, damages and demands it may acquire
against the Collateral Trustee or any holder of the Obligations arising out of
the exercise by them of any rights hereunder other than claims which arise out
of the gross negligence or willful misconduct of the Collateral Trustee or any
holder of the Obligations. 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 30 days before such sale or other
disposition. Hanover Acquisition shall remain liable for any deficiency if
the proceeds of any sale or other disposition of Collateral are insufficient to
pay the Obligations and the reasonable fees and disbursements of any attorneys
employed by the Collateral Trustee or any holder of the Obligations to collect
such deficiency.
9. Registration Rights; Private Sales. (a) If the
Collateral Trustee shall determine to exercise its right to sell any or all of
the Pledged Stock pursuant to paragraph 8 hereof, and if in the reasonable
opinion of the Collateral Trustee it is necessary or advisable to have the
Pledged Stock, or that portion thereof to be sold, registered under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
Hanover Acquisition will cause the Issuers to (i) execute and deliver, and
cause the directors and officers of the Issuers to execute and deliver, all
such instruments and documents, and do or cause to be done all such other acts
as may be, in the reasonable opinion of the Collateral Trustee, necessary or
advisable to register the Pledged Stock, or that portion thereof to be sold,
under the provisions of the Securities Act, (ii) to use its best efforts to
cause the registration statement relating thereto to become effective and to
remain effective for a period of one year from the date of the first public
offering of the Pledged Stock, or that portion thereof to be sold, and (iii) to
make all amendments
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thereto and/or to the related prospectus which, in the opinion of the
Collateral Trustee, are reasonably necessary or advisable, all in conformity
with the requirements of the Securities Act and the rules and regulations of
the Securities and Exchange Commission applicable thereto. Hanover Acquisition
agrees to cause the Issuers to comply with the provisions of the securities or
"Blue Sky" laws of any and all jurisdictions which the Collateral Trustee shall
designate and to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will
satisfy the provisions of Section 11(a) of the Securities Act.
(b) Hanover Acquisition recognizes that the Collateral
Trustee 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. Hanover Acquisition acknowledges and agrees that any such
private sale may result in prices and other terms less favorable than if such
sale were a public sale, and Hanover Acquisition further agrees that any such
less favorable term or terms will not in and of itself or themselves constitute
a sale made in a non-commercially reasonable manner. The Collateral Trustee
shall be under no obligation to delay a sale of any of the Pledged Stock for
the period of time necessary to permit the Issuers to register such securities
for public sale under the Securities Act, or under applicable state securities
laws, even if the Issuers would agree to do so.
(c) Hanover Acquisition further agrees to use its reasonable
best efforts to do or cause to be done all such other acts as may be reasonably
necessary to make such 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. Hanover Acquisition further agrees
that a breach of any of the covenants contained in this paragraph 9 will cause
irreparable injury to the Collateral Trustee and the holders of the
Obligations, that the Collateral Trustee and the holders of the Obligations
have 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 Hanover Acquisition, and Hanover Acquisition
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no Actionable
Event of Default has occurred under any Master Debt Agreement.
10. Limitation on Duties Regarding Collateral. The
Collateral Trustee's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its
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possession, under Section 9-207 of the Uniform Commercial Code in effect in any
jurisdiction with respect to the Liens created hereby, shall be to deal with it
in the same manner as the Collateral Trustee deals with similar securities and
property for its own account. Neither the Collateral Trustee, any holder of
the Obligations nor any of their respective 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 Hanover
Acquisition or otherwise.
11. Powers Coupled with an Interest. All authorizations
and agencies herein contained with respect to the Collateral are irrevocable
and powers coupled with an interest.
12. 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.
13. 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.
14. No Waiver; Cumulative Remedies. Neither the
Collateral Trustee nor any holder of the Obligations shall by any act (except
by a written instrument pursuant to paragraph 15 hereof) be deemed to have
waived any right or remedy hereunder or to have acquiesced in any default under
any Master Debt Agreement 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 Collateral Trustee or any holder of the Obligations, 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 or
privilege. A waiver by the Collateral Trustee or any holder of the Obligations
of any right or remedy hereunder on any one occasion shall not be construed as
a bar to any right or remedy which the Collateral Trustee or such holder of the
Obligations 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 other rights or remedies provided by
law, by the Master Debt Agreements or by the Collateral Trust Agreement.
15. Integration; Waivers and Amendments; Successors and
Assigns; Governing Law. This Pledge Agreement represents the agreement of
Hanover Acquisition and the Collateral Trustee with
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respect to the subject matter hereof and there are no promises or
representations by the Collateral Trustee or any holder of the Obligations
relative to the subject matter hereof not reflected herein, in the Master Debt
Agreements or in the Collateral Trust Agreement. None of the terms or
provisions of this Pledge Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument in accordance with the
provisions of the Collateral Trust Agreement. This Pledge Agreement shall be
binding upon the successors and assigns of Hanover Acquisition and shall inure
to the benefit of the Collateral Trustee and the holders of the Obligations and
their respective successors and assigns. THIS PLEDGE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
16. Notices. All notices, requests and demands given
hereunder shall be given in accordance with the Collateral Trust Agreement.
17. Irrevocable Authorization and Instruction to Issuer.
Hanover Acquisition hereby authorizes and instructs any Issuer to comply with
any lawful instruction received by it from the Collateral Trustee in writing
that (a) states that an Actionable Event of Default has occurred, (b) is
otherwise in accordance with the terms of this Pledge Agreement and the
Collateral Trust Agreement and (c) is simultaneously delivered to Hanover
Acquisition, without any other or further instructions from Hanover
Acquisition, and Hanover Acquisition agrees that any Issuer shall be fully
protected in so complying.
18. Authority of Collateral Trustee. Hanover Acquisition
acknowledges that the rights and responsibilities of the Collateral Trustee
under this Pledge Agreement with respect to any action taken by the Collateral
Trustee or the exercise or non-exercise by the Collateral Trustee of any
option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Pledge Agreement shall, as between
the Collateral Trustee and the holders of the Obligations, be governed by the
Collateral Trust Agreement and the Master Debt Agreements and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Collateral Trustee and Hanover Acquisition, the Collateral
Trustee shall be conclusively presumed to be acting as agent for the holders of
the Obligations with full and valid authority so to act or refrain from acting,
and neither Hanover Acquisition nor any Issuer shall be under any obligation to
make any inquiry respecting such authority.
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IN WITNESS WHEREOF, the undersigned has caused this Pledge
Agreement to be duly executed and delivered as of the date first above written.
HANOVER ACQUISITION CORP.
By:_________________________
Title:
CHEMICAL BANK, as Collateral Trustee
By:_________________________
Title:
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ACKNOWLEDGEMENT AND CONSENT
Each of the Issuers referred to in the foregoing Pledge
Agreement hereby acknowledges receipt of a copy thereof, agrees to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to it. Each Issuer agrees to notify the Collateral Trustee promptly
in writing of the occurrence of any of the events described in paragraph 5(a)
of the Pledge Agreement. Each 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.
ASTRA RESOURCES INTERNATIONAL, INC.
By_________________________
Title:
Address for Notices:
00000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxx Xxxxxx & Xxxxxxxxx
Xxx Xxxxx XxXxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
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SCHEDULE I To Pledge
Agreement
DESCRIPTION OF PLEDGED STOCK
Class Stock % of
of Certificate No. of Capital
Issuer Stock No. Shares Stock
------ ----- ----------- ------ -----
Astra Resources
International, Inc. Common 3 1,000 100%
