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EXHIBIT 4.9
SECOND AMENDED AND RESTATED HCC PLEDGE AGREEMENT
SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of
December 19, 1995, made by Hanover Compressor Company, a Delaware corporation
("HCC"), 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, HCC and the Agent (as defined below) were parties to
the Pledge Agreement dated as of November 30, 1990 (as amended, supplemented or
otherwise modified from time to time prior to the A&R Closing Date (as defined
below), the "Original Pledge Agreement") made pursuant to the Credit Agreement,
dated as of November 30, 1990, among HCC, Hanover Pipeline Company, a Delaware
corporation, Hanover Energy Inc., a Texas corporation (predecessor in interest
to Hanover Energy Holding Corporation, a Delaware Corporation) the banks and
other financial institutions parties thereto (the "Banks") and Chemical Bank
(successor by merger to Manufacturers Hanover Trust Company), as agent (in such
capacity, the "Agent") for the Banks (as amended, supplemented or otherwise
modified from time to time prior to the A&R Closing Date, the "Original Credit
Agreement"); and
WHEREAS, HCC, the Banks and the Agent amended and restated the
Original Credit Agreement pursuant 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, pursuant to the terms and conditions of the Existing
Credit Agreement, HCC amended and restated the Original Pledge Agreement
pursuant to the Amended and Restated Pledge Agreement, dated as of June 29,
1993 (as amended, supplemented or otherwise modified prior to the date hereof,
the "Existing Pledge Agreement"); and
WHEREAS, HCC, the Banks and the Agent are concurrently with
the execution of this Second Amended and Restated 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
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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 HCC shall amend and restate the Existing 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 Second Amended and Restated 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
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 HCC shall amend and restate the
Existing 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 Second Amended and Restated 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, HCC 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,
HCC 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
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herein are so used as so defined, and the following terms shall have the
following meanings:
"A&R Closing Date" means June 29, 1993, the closing date of the
Existing Pledge Agreement.
"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 Second Amended and Restated 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 HCC 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 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. HCC 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, HCC shall deliver an undated stock power covering such
certificate, duly executed in blank by HCC.
4. Representations and Warranties. HCC 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 except that with respect to H.C.C Compressor
de Venezuela, C.A., the
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shares of Pledged Stock listed on Schedule I constitute 66% of the issued
and outstanding shares of its capital stock;
(b) all the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable;
(c) HCC 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 HCC and
any Persons purporting to purchase any Collateral from HCC.
5. Covenants. HCC 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:
(a) If HCC 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, HCC 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 HCC to the Collateral Trustee,
if required, together with an undated stock power covering such
certificate duly executed in blank by HCC, 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
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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 HCC, HCC 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 HCC, as additional collateral security for the
Obligations.
(b) Without the prior written consent of the Collateral Trustee, HCC
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. HCC 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 HCC, HCC 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) HCC 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 HCC 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.
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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 HCC of the Collateral Trustee's intent to
exercise its corresponding rights pursuant to paragraph 7, HCC 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 HCC 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 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 HCC 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 HCC 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
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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 HCC 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 HCC, 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 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 HCC, 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, HCC 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. HCC 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
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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"),
HCC 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 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. HCC
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) HCC 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. HCC
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 HCC
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) HCC further agrees to use its reasonable best efforts to
do or cause to be done all such other acts as may be
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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. HCC 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 HCC, and HCC 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 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 HCC 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
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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 HCC
and the Collateral Trustee with 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 HCC 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.
HCC 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 HCC, without any other or
further instructions from HCC, and HCC agrees that any Issuer shall be fully
protected in so complying.
18. Authority of Collateral Trustee. HCC 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
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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 HCC, 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 HCC
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 COMPRESSOR COMPANY
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.
HANOVER/XXXXX, INC. H.C.C. COMPRESSOR de VENEZUELA, C.A.
By_________________________ By:_________________________________
Title: Title:
Address for Notices: Address for Notices:
00000 Xxxxx Xxxxxxx Rosslyn 00000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
With a copy to: With a copy to:
Xxxx Xxxxxx & Xxxxxxxxx Xxxx Xxxxxx & Xxxxxxxxx
Two North LaSalle, Suite 0000 Xxx Xxxxx XxXxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx Attention: Xxxxxxx X. Xxxxxx
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
MAINTECH ENTERPRISES, INC.
By_________________________
Title:
Address for Notices:
00000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
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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
HANOVER ACQUISITION CORP. HANOVER LAND COMPANY
By_________________________ By:_________________________________
Title: Title:
Address for Notices: Address for Notices:
00000 Xxxxx Xxxxxxx Rosslyn 00000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
With a copy to: With a copy to:
Xxxx Xxxxxx & Xxxxxxxxx Xxxx Xxxxxx & Xxxxxxxxx
Two North LaSalle, Suite 0000 Xxx Xxxxx XxXxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx Attention: Xxxxxxx X. Xxxxxx
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (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
------ ----- ----------- ------ -----
Maintech Enterprises, Inc. Common 17 16,497 100%
Hanover/Xxxxx, Inc. Common C-1 1,000 100%
H.C.C. Compressor de Common 1 330 66%
Venezuela, C.A.
Hanover Acquisition Common 2 100 100%
Corp.
Hanover Land Company Common 1 1,000 100%
