EXHIBIT 10.2
GENERAL HYPOTHECATION AND PLEDGE AGREEMENT
Dated as of June 5, 2009
In consideration of the Obligations (as defined below) of the
undersigned to the holders of the Promissory Notes (as defined below), their
respective successors and assigns (each, a "SECURED PARTY" and collectively, the
"SECURED PARTIES"), and in order to induce the Secured Parties to enter into the
Forbearance Agreement, of even date herewith (the "FORBEARANCE AGREEMENT"), by
and among the undersigned (referred to herein as the "UNDERSIGNED" or the
"DEBTOR") and the Secured Parties and waive compliance by the Debtor of its
obligation to make the Initial Amortization Payment (as such term is defined in
the Promissory Notes), the undersigned, subject to the terms and subject to the
conditions hereof, hereby agrees as follows:
I. COLLATERAL. (a) COLLATERAL. As security for all indebtedness,
liabilities or other obligations of the Debtor, whether joint, several or joint
and several, now or hereafter existing and whether absolute or contingent (the
"OBLIGATIONS"), pursuant to one or more promissory notes issued by Debtor to the
Secured Parties pursuant to a Subscription Agreement For Promissory Note and
Common Stock between the Debtor and each Secured Party (such promissory notes,
as amended or otherwise modified, supplemented or restated from time to time,
the "PROMISSORY NOTES"), the Debtor hereby grants to the Collateral Agent (as
defined below), for the ratable benefit of the Collateral Agent and the other
Secured Parties, a lien upon and a security interest in and to, all of the
Debtor's right, title and interest, whether now owned or hereafter acquired or
arising, in, to and under the following (collectively, the "COLLATERAL"):
(i) the shares of capital stock of Crystal Mountain Water,
Inc. described on SCHEDULE I hereto (the "PLEDGED STOCK");
(ii) all certificates and instruments evidencing the Pledged
Stock and all interest, dividends, distributions, cash, instruments,
securities, shares of stock, and other amounts and property from time
to time received, receivable, paid or payable or otherwise distributed
from time to time in respect of, in exchange or substitution for, or as
an addition to the Pledged Stock; and
(iii) all proceeds of any and all of the foregoing Collateral
described in clauses (i) and (ii) above.
(b) STOCK CERTIFICATES AND POWERS. Within 10 days after the execution
of this Agreement, Debtor shall deliver to the Collateral Agent each certificate
representing one or more shares of Pledged Stock owned by Debtor, together with
an undated stock power covering such certificate, duly executed in blank by
Debtor. Within 10 days after the earlier to occur of (i) the satisfaction in
full of all of the Obligations and (ii) the payment by the Company of the
Payments (as such term is defined in the Forbearance Agreement) in full on or
prior to the Forbearance Termination Date (as such term is defined in the
Forbearance Agreement), the Collateral Agent shall return each such certificate
and stock power to Debtor and shall file a UCC termination statement with
respect to each UCC financing statement filed with respect to the Collateral.
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(c) EXCHANGES AND SUBSTITUTIONS. Any certificates, instruments or
shares of any security received in exchange or substitution for or in addition
to any other Collateral pledged hereunder (whether in connection with a stock
split, or recapitalization or otherwise) shall be promptly delivered to
Collateral Agent with appropriate endorsements or stock powers endorsed in
blank.
(d) VOTING RIGHTS. So long as no Forbearance Default (as such term is
defined in the Forbearance Agreement) shall have occurred and is continuing, the
Debtor shall be entitled to exercise all voting and other consensual rights
pertaining to the Collateral beneficially owned by it or any part thereof for
any purpose not inconsistent with the terms of this Agreement, the Forbearance
Agreement or the Promissory Notes.
(f) CERTAIN DEFINITIONS. (i) Any term used in this General
Hypothecation and Pledge Agreement (the "HYPOTHECATION" or "GENERAL
HYPOTHECATION AND PLEDGE AGREEMENT") and not otherwise defined herein, shall
have the meaning given thereto in the Promissory Notes or, if not defined
therein, in the Uniform Commercial Code in effect from time to time in the State
of West Virginia (the "UCC").
II. CERTAIN RESPONSIBILITIES. The Collateral Agent shall exercise
reasonable care in the custody of any property at any time(s) in its possession
or control hereunder, or otherwise subject to the terms and provisions hereof,
but shall be deemed to have exercised reasonable care if such property is
accorded treatment substantially equal to that which the Collateral Agent
accords his or its own property (it being understood that the Collateral Agent
shall have no responsibility for ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any property and whether or not the Collateral Agent has or is deemed to have
knowledge of such matters), or if the Collateral Agent takes such action with
respect to the property as the Debtor shall reasonably request in writing, but
no failure to comply with any such request nor any omission to do any such act
requested by the Debtor shall be deemed a failure to exercise reasonable care,
nor shall any failure of the Collateral Agent to take necessary steps to
preserve rights against any parties with respect to any property in his or its
possession or control, or otherwise subject to the terms and provisions hereof,
be deemed a failure to exercise reasonable care.
III. DEMAND AND REMEDIES, ETC. (a) DEMANDS FOR PAYMENT. Upon the
occurrence and during the continuance of a Forbearance Default, the Collateral
Agent shall have and may, in his or its sole discretion, exercise, invoke or
enforce any and all of the rights and remedies set forth in the following
subparagraphs (b) through (d):
(b) GENERAL RIGHTS AND REMEDIES. The Collateral Agent shall
have and may exercise, invoke or enforce all of the rights and remedies (i)
provided to the Secured Parties under the Promissory Notes, and/or (ii) under
applicable law or equity, and/or (iii) provided to a secured party by the UCC.
The Debtor further agrees that in the event notice is necessary, written notice
mailed (with a faxed copy contemporaneously sent to the Debtor at the facsimile
number specified herein) to the Debtor at the address given in the Subscription
Agreements five days prior to the date of public sale of property subject to the
security interest of the Secured Parties or prior to the date after which
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private sale or any other disposition of said property will be made shall
constitute reasonable notice, but notice given in any other reasonable manner or
at any other reasonable time shall be sufficient to the extent received.
(c) SPECIAL REMEDIES AND RIGHTS RELATED TO COLLATERAL. In
addition to the rights and remedies of Collateral Agent and the other Secured
Parties described above, the Collateral Agent may, upon the occurrence and
during the continuance of a Forbearance Default, exercise, invoke or enforce
such other rights and/or remedies which the Debtor may have under or with
respect to any securities pledged as Collateral and the documents which relate
to such Securities.
(d) SALE LIMITATIONS. (i) The Debtor agrees that in any sale
of any interest in the Collateral (whether or not such Collateral may be deemed
to constitute a security), the Collateral Agent is hereby authorized and is
instructed to comply with any limitation or restriction in connection with such
sale as it may be advised by counsel is necessary in order to avoid any
violation of applicable law or in order to obtain any required approval of the
purchaser by any governmental or regulatory authority or officer, and the Debtor
further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner.
(ii) IF THE SALE OR TRANSFER OF SUCH COLLATERAL IS RESTRICTED
UNDER APPLICABLE SECURITIES LAWS, THESE RESTRICTIONS MAY LIMIT THE GROUP OF
POTENTIAL PURCHASERS AND/OR THE PRICE RECEIVED AT ANY SALE. DEBTOR ALSO
ACKNOWLEDGES THAT SECURED PARTY MAY BE UNABLE TO EFFECT A PUBLIC SALE OF ALL OR
ANY PART OF THE COLLATERAL AND MAY BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE
SALES (IF PERMISSIBLE UNDER APPLICABLE LAW) TO A RESTRICTED GROUP OF PURCHASERS
WHO WILL BE OBLIGATED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE THE COLLATERAL
FOR THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR
RESALE THEREOF. DEBTOR FURTHER ACKNOWLEDGES THAT ANY SUCH PRIVATE SALES MAY BE
AT PRICES AND ON TERMS LESS FAVORABLE THAN THOSE OF PUBLIC SALES, AND AGREES
THAT SUCH PRIVATE SALES SHALL BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY
REASONABLE MANNER AND THAT SECURED PARTY HAS NO OBLIGATION TO DELAY SALE OF ANY
COLLATERAL TO PERMIT THE ISSUER THEREOF TO REGISTER IT FOR PUBLIC SALE UNDER THE
SECURITIES ACT OF 1933. DEBTOR AGREES THAT COLLATERAL AGENT SHALL BE PERMITTED
TO TAKE SUCH ACTIONS AS THE COLLATERAL AGENT DEEMS REASONABLY NECESSARY IN
DISPOSING OF THE COLLATERAL TO AVOID CONDUCTING A PUBLIC DISTRIBUTION OF
SECURITIES IN VIOLATION OF THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF
ANY STATE, AS NOW ENACTED OR AS THE SAME MAY IN THE FUTURE BE AMENDED, AND
ACKNOWLEDGES THAT ANY SUCH ACTIONS SHALL BE COMMERCIALLY REASONABLE. IN
ADDITION, DEBTOR AGREES TO EXECUTE, FROM TIME TO TIME, ANY AMENDMENT TO THIS
AGREEMENT OR OTHER DOCUMENT AS SECURED PARTY MAY REASONABLY REQUIRE TO EVIDENCE
THE ACKNOWLEDGMENTS AND CONSENTS OF DEBTOR SET FORTH IN THIS PARAGRAPH.
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IV. COSTS AND EXPENSES. The Debtor will pay to the Collateral
Agent, upon demand, all reasonable costs and expenses, including reasonable and
documented attorneys' fees, related or incidental to the selling or collection
of or realization upon any of the Collateral or relating or incidental to the
establishment or preserving or enforcement of the rights of the Collateral Agent
and the other Secured Parties hereunder or in respect of any of the Collateral,
and obtaining legal advice with respect to any of the foregoing. Furthermore,
that the net proceeds of the Collateral, resulting from sale, collection or
otherwise, and other available moneys coming into the hands of the Collateral
Agent or the other Secured Parties, may be applied by it, to the satisfaction or
reduction of such of the costs and expenses or other Obligations as it may see
fit.
V. RIGHTS UNIMPAIRED. All rights of the Collateral Agent and
the other Secured Parties and liens of the Secured Parties shall continue
unimpaired, and the Debtor shall be and remain bound by the Obligations in
accordance with the terms thereof, notwithstanding the release of any of the
Collateral or any other property, or of any rights or interests therein, or any
delay, extension of time, renewal, compromise or other indulgence granted by the
Secured Party in reference to any of the Obligations or any promissory note,
draft, ▇▇▇▇ of exchange or other instrument or other obligations given in
connection therewith or constituting a part of the said property, the Debtor
hereby waiving all notice of any such delay, extension, release, substitution,
renewal, compromise or other indulgence. The Collateral Agent shall have the
right to enforce one or more remedies hereunder, successively or concurrently,
and such action shall not operate to estop or prevent the Collateral Agent from
pursuing any further remedy which it may have, and any repossession or retaking
or sale of the Collateral pursuant to the terms hereof shall not operate to
release Debtor until full payment of any deficiency has been made in cash.
VI. CERTAIN TRANSFERS. Upon the occurrence and during the
continuation of a Forbearance Default, the Collateral Agent may, at its option
and without obligation to do so, transfer to or register in its name, or the
name of its nominee(s), including any "clearing corporation" or other
"custodian" as defined in the UCC and any nominee(s) thereof, all or any part of
the Collateral and it may do so before or after the maturity of any of the
Obligations and with or without notice to the Debtor. Additionally, in order to
facilitate the sale or disposition of the Collateral hereunder, upon the
occurrence and during the continuance of a Forbearance Default, the Collateral
Agent is hereby authorized to exercise its rights hereunder, or take title to
the Collateral, in the name of an affiliated entity or other nominee, and the
Collateral Agent shall give notice of its exercise of such rights to Debtor
promptly, provided any failure on the part of the Collateral Agent to give such
notice shall not limit Collateral Agent's rights hereunder.
VII. ASSIGNMENTS BY SECURED PARTY. With the consent of the
Debtor, which consent shall not be unreasonably withheld or delayed, a Secured
Party may assign or otherwise transfer all or any of the Obligations, and may
transfer all or any of its security interest in the Collateral and its rights
hereunder to such transferee(s), who shall thereupon become vested with all the
powers and rights in respect thereof given to the Secured Party herein or
otherwise and the Secured Party shall thereafter be forever relieved and fully
discharged from any liability or responsibility with respect thereto (except for
liability arising prior to the assignment by Secured Party), but the Secured
Party shall retain all rights and powers hereby given with respect to any and
all instruments, rights or property not so transferred.
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VIII. PROPERTY. The word "property" as used herein includes
goods and merchandise, funds, cash balances, securities (including certificated,
uncertificated and book-entry securities), accounts receivables, partnership
interests, ancillary rights and interests, general intangibles, choses in action
and any and all other forms of property whether real, personal or mixed,
together with the proceeds thereof, any right, title or interest therein or
thereto, and any documents relative thereto.
IX. NO INVALIDITY, ETC. This General Hypothecation and Pledge
Agreement is a continuing agreement and shall remain in full force and effect
until the payment in full of the Obligations secured hereunder, or such earlier
date upon which the Debtor and each Secured Party shall otherwise agree in
writing. Notwithstanding the foregoing, the provisions of this General
Hypothecation and Pledge Agreement shall terminate and shall be of no further
force and effect (other than the second sentence of Section 1(b), which shall
survive in accordance with its terms) upon the payment by the Company of the
Payments in full on or prior to the Forbearance Termination Date.
X. REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The Debtor
represents and warrants to the Collateral Agent and the other Secured Parties
that:
(i) The assignment and security interest granted hereby will
not violate or constitute a default under any charter, bylaws or other
organizing documents of any corporation related to the Collateral (the
"ORGANIZING DOCUMENTS") or any other agreement or instrument which is related to
any such Collateral or to which the Debtor, or any issuer of a security pledged
hereunder (each an "ISSUER") is a party or any order, judgment, ruling or decree
of any court or other governmental body having jurisdiction over the Issuers or
the Debtor or any of their respective properties.
(ii) The Debtor is, and at all times while any Obligations
secured hereunder are outstanding shall remain, the legal and beneficial owner
of the Collateral. Upon delivery to the Collateral Agent of the Pledged Stock,
the Secured Parties shall have a fully perfected first priority security
interest in such Collateral and the rights and interests related to the
foregoing.
(iii) The Debtor has full right, power and authority to make
this Hypothecation, to perform its obligations hereunder, and to subject the
Collateral to the security interest hereunder, and this Hypothecation represents
the valid and binding obligation of the Debtor, enforceable in accordance with
its terms.
(iv) The Pledged Stock has been duly and validly issued and is
fully paid and nonassessable.
(b) In addition to the covenants and agreements of Debtor set forth in
the Promissory Notes and elsewhere in this Hypothecation, the Debtor covenants
and agrees:
(i) to execute such other documents and instruments (and pay
the cost of filing and recording the same in all public offices reasonably
deemed necessary by the Collateral Agent) and do (or refrain from doing) such
other acts and things, and to cause (to the extent that Debtor may so cause
through the exercise of commercially reasonable efforts) Issuers to do such
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other acts and things, all as the Collateral Agent may from time to time deem
reasonably necessary or appropriate to establish and maintain a valid first and
prior security interest in the Collateral;
(ii) to furnish the Collateral Agent with such information
concerning the Collateral as the Collateral Agent may from time to time
reasonably deem necessary or appropriate, and to permit the Collateral Agent or
its designees, from time to time, to inspect and make copies of and extracts
from all records and all other papers in the possession of the Debtor which
pertain to the Collateral upon reasonable notice during nominal business hours;
(iii) upon the occurrence and during the continuance of a
Forbearance Default, to send to the Collateral Agent copies of all material
notices and communications (other than financial and other reports received in
the ordinary course) with respect to the Collateral as may be received from time
to time by Debtor, unless and until Collateral Agent instructs, in writing, the
Debtor otherwise; and
(iv) to promptly perform all of Debtor's obligations (if any)
with respect to the Collateral; and in the event Debtor fails to pay or perform
any such obligation, upon 10 days prior written notice, the Collateral Agent
may, but need not, pay or perform such obligation at the expense and for the
account of the Debtor, and all funds expended for such purposes shall constitute
a part of the Obligations secured hereunder, which Debtor promises to pay to the
Collateral Agent.
XI. GOVERNING LAW; WAIVER, ETC. IN WRITING. THIS HYPOTHECATION
SHALL BE DEEMED TO HAVE BEEN MADE UNDER, AND SHALL BE GOVERNED BY, THE LAWS OF
THE STATE OF WEST VIRGINIA IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, AND NONE OF ITS TERMS OR PROVISIONS MAY BE WAIVED,
ALTERED, MODIFIED, OR AMENDED EXCEPT AS THE PARTIES HERETO MAY CONSENT THERETO
IN WRITING.
XII. FINANCING STATEMENTS. The Collateral Agent is authorized,
at its option, to file Financing Statement(s), Amendments and Continuation
Statement(s) thereto without the signature of the Debtor with respect to any of
the Collateral and to execute and deliver any instruments, endorsements and
documents reasonably necessary to perfect and protect Secured Parties' interests
hereunder; the Debtor agrees to pay the cost of any such filing or writing, and
to sign upon request any instruments, endorsements, documents or other papers
which the Collateral Agent may reasonably require to perfect and protect its
security interest therein.
XIII. ATTORNEY-IN-FACT. THE COLLATERAL AGENT IS HEREBY
IRREVOCABLY APPOINTED THE ATTORNEY-IN-FACT OF THE DEBTOR WITH FULL AUTHORITY IN
THE PLACE AND STEAD OF THE DEBTOR AND IN THE NAME OF THE DEBTOR, IN THE
COLLATERAL AGENT'S NAME OR OTHERWISE, FROM TIME TO TIME IN THE COLLATERAL
AGENT'S DISCRETION, TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT, DOCUMENT
OR AGREEMENT (INCLUDING, WITHOUT LIMITATION, STOCK POWERS, FINANCING STATEMENTS,
AMENDMENTS THERETO, CONTINUATION STATEMENTS) WHICH THE COLLATERAL AGENT MAY
REASONABLY DEEM NECESSARY OR ADVISABLE TO PERFECT, PRESERVE AND PROTECT THE
SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREUNDER, AND, FOLLOWING
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THE OCCURRENCE AND DURING THE CONTINUANCE OF A FORBEARANCE DEFAULT, (I) TO ASK,
DEMAND, COLLECT, RECEIVE, RECEIPT FOR, ▇▇▇ FOR, COMPOUND AND GIVE ACQUITTANCE
FOR ANY AND ALL PAYMENTS, DISTRIBUTIONS OR PROPERTIES WHICH MAY BE OR BECOME
DUE, PAYABLE OR DISTRIBUTABLE TO OR IN RESPECT TO THE COLLATERAL OR WHICH
CONSTITUTE A PART THEREOF, WITH FULL POWER TO SETTLE, ADJUST OR COMPROMISE ANY
CLAIM THEREUNDER OR THEREFOR AS FULLY AS THE DEBTOR COULD ITSELF DO, (II) TO
ENDORSE OR SIGN THE NAME OF THE DEBTOR ON ALL COMMERCIAL PAPER GIVEN IN PAYMENT
OR IN PART PAYMENT THEREOF, AND ALL DOCUMENTS OF SATISFACTION, DISCHARGE OR
RECEIPT REQUIRED OR REQUESTED IN CONNECTION THEREWITH, AND (III) TO FILE ANY
CLAIM OR TAKE ANY OTHER ACTION OR PROCEEDING, EITHER IN ITS OWN NAME OR IN THE
NAME OF THE DEBTOR, OR OTHERWISE, WHICH THE COLLATERAL AGENT MAY DEEM REASONABLY
NECESSARY OR APPROPRIATE TO COLLECT OR OTHERWISE REALIZE UPON ANY AND ALL OF THE
COLLATERAL, OR AFFECT A TRANSFER THEREOF, OR WHICH MAY BE REASONABLY NECESSARY
OR APPROPRIATE TO PROTECT AND PRESERVE THE RIGHT, TITLE AND INTEREST OF THE
COLLATERAL AGENT IN AND TO THE COLLATERAL AND THE SECURITY INTENDED TO BE
AFFORDED HEREBY OR WHEN ANY SPECIFIC RIGHT OF ACTION IS GIVEN TO COLLATERAL
AGENT. THE DEBTOR AGREES TO PAY THE COLLATERAL AGENT ON DEMAND ANY REASONABLE
EXPENSES WITH RESPECT TO ANY OF THE ABOVE.
XIV. NO ASSIGNMENTS; SUBSTITUTION OF COLLATERAL AGENT. The
Debtor may not assign or otherwise transfer its rights or obligations under this
General Hypothecation and Pledge Agreement without the prior written consent of
the Collateral Agent, but the obligations of the Debtor under this General
Hypothecation and Pledge Agreement will be binding on each of the Debtor's
heirs, beneficiaries, executors, administrators, successors, assigns and legal
representatives. The Collateral Agent may not assign or otherwise transfer his
or its rights or obligations under this General Hypothecation and Pledge
Agreement without the prior written consent of the Debtor, but the obligations
of the Collateral Agent under this General Hypothecation and Pledge Agreement
will be binding on each of the Collateral Agent's heirs, beneficiaries,
executors, administrators, successors, assigns and legal representatives. The
Collateral Agent may resign as Collateral Agent upon 10 days' notice to the
Secured Parties and the Debtor. If the Collateral Agent shall resign as
Collateral Agent, then the Majority Holders (as such term is defined in the
Forbearance Agreement) shall appoint from among the Secured Parties a successor
Collateral Agent, which successor collateral agent shall be subject to the
approval of Debtor (which approval shall not be unreasonably withheld),
whereupon such successor Collateral Agent shall succeed to the rights, powers
and duties of the former Collateral Agent, and the former Collateral Agent's
rights, powers and duties as Collateral Agent shall be terminated, without any
other or further act or deed on the part of such former Collateral Agent or any
Secured Party. If no successor Collateral Agent has accepted appointment as
Collateral Agent by the date that is ten (10) days following a retiring
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Collateral Agent's notice of resignation, the retiring Collateral Agent's
resignation shall nevertheless thereupon become effective, and the Secured
Parties shall assume and perform all of the duties of the Collateral Agent
hereunder until such time, if any, as the Majority Holders appoint a successor
agent as provided for above.
XV. NO LIENS, ETC. The Debtor will not intentionally incur,
create, assume or permit to exist any lien, security interest, pledge or other
charge or encumbrance, or any other type of preferential arrangement, upon or
with respect to any Collateral.
XVI. NO LIMITS ON DEMANDS. Nothing contained herein or
otherwise in this General Hypothecation and Pledge Agreement shall limit or
otherwise affect in any way the right of Collateral Agent or any other Secured
Party to demand, at any time following the occurrence of a Forbearance Default,
payment of any or all of the outstanding amount of the Obligations payable under
the Promissory Notes secured hereby pursuant to the terms thereof.
XVII. LOCATION. The Debtor represents and warrants to the
Collateral Agent and the other Secured Parties that its primary address,
principal place of business and chief executive office or residence is as set
forth below on the signature pages hereof and Debtor shall not change such
primary address, principal place of business and chief executive office or
residence without giving Collateral Agent at least 20 days notice of such change
(which notice shall include the new address thereof).
XVIII. HYPOTHECATION FOR COLLATERAL PURPOSES. This
Hypothecation is executed and delivered to the Collateral Agent for collateral
purposes, and constitutes an assignment and pledge only of the rights of the
Debtor with respect to the Collateral and does not constitute a delegation of
any duties or obligations of the Debtor with respect thereto. The Collateral
Agent does not, by its acceptance of this Hypothecation undertake to perform or
discharge and shall not be responsible or liable for the performance or
discharge of any duties or responsibilities with respect to the Collateral or
related documents, and any such assumption or undertaking is hereby expressly
disclaimed.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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This General Hypothecation and Pledge Agreement is executed and
delivered by the undersigned and is dated as of the date set forth on the first
page hereof.
▇▇▇▇▇▇ FINANCIAL GROUP, INC.
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇.
Title: President
Address: ▇▇▇▇▇▇ Financial Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Telefax No.: ▇▇▇-▇▇▇-▇▇▇▇
AGREED TO BY:
COLLATERAL AGENT:
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SCHEDULE 1
TO
GENERAL HYPOTHECATION AND PLEDGE AGREEMENT
SPECIFIC PLEDGED COLLATERAL
100 shares of Crystal Mountain Water, Inc.