Stock Pledge And Security Agreement, Between The Registrant And Southtrust Bank

Exhibit 10.43


STOCK PLEDGE AND SECURITY AGREEMENT


THIS STOCK PLEDGE AND SECURITY AGREEMENT (this " Agreement" ) is made and entered into as of the 30th day of August, 2001, by SPACEHAB, INCORPORATED (" Pledgor" ) in favor of SOUTHTRUST BANK, an Alabama Banking corporation (" Bank" ).


WHEREAS, Pledgor is, on the date hereof, the owner and holder of 100 shares of common stock (the " ASO Stock" ) which constitutes 100% of the authorized voting stock of Astrotech Space Operations, Inc. (" ASO" ) (the ASO Stock being referred to herein as the " Stock Collateral" ); and

WHEREAS, Bank and Astrotech Florida Holdings, Inc. (referred to herein as the " Borrower" ) have entered into a Credit Agreement (the " Credit Agreement" ) of even date herewith relating to an Acquisition and Construction Loan in the amount of up to $20,000,000, renewable and convertible as a Term Loan in like amount (collectively, the " Loan" ); and


WHEREAS, Pledgor has guaranteed payment and performance of certain obligations of the Borrower in connection with the Loan pursuant to Pledgor' s Guaranty Agreement (the " Guaranty" ) of even date herewith in favor of Lender; and


WHEREAS, Lender has required, as a condition precedent to Lender' s entering into the Credit Agreement and making Advances to Borrower thereunder, that the Pledgor grant to Lender, as Collateral for the performance of Pledgor' s obligations under the Guaranty, a security interest in the Stock Collateral (capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement); and

WHEREAS, Pledgor has determined that the transactions contemplated by the Credit Agreement are beneficial to Pledgor, and it is thus in the best interest of Pledgor to enter into this Agreement;


NOW, THEREFORE, in consideration of the premises, and of the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


1. Representations of Pledgor . Pledgor represents and warrants as follows:


(a) The Stock Collateral constitutes 100% of the authorized voting stock of ASO and has been duly and validly issued, is fully paid and non-assessable, and is without restrictions (other than SEC Reg. 144 restrictions on the transfer of shares or on Pledgor' s right to pledge the shares as Stock Collateral);


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(b) This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms;


(c) The making and performance of this Agreement by Pledgor (i) is not and will not be in violation of any law or any regulation promulgated pursuant to law, by any governmental agency or body; (ii) does not require the approval or consent of any governmental agency or body; (iii) will not conflict with, or result in a breach of, any term, condition or provision of, or constitute a default under, any instrument to which either Pledgor is a party or may be bound or affected, or constitute (with or without the giving of notice or the passage of time or both) a default under any such instrument, or result in the acceleration of any indebtedness, or result in the breach of any regulation, order, writ, injunction or decree of any court or any commission, board or other administrative agency entered in any proceeding to which either Pledgor is a party or by which it may be bound or affected; and (iv) does not require the approval of any other secured or unsecured creditor.


(d) Upon consummation of the pledge and assignment of the Stock Collateral to Lender pursuant to this Agreement, and delivery to the Lender or its agent of the share certificates representing the Stock Collateral or the execution by a transfer agent or securities depository to which the Stock Collateral has been delivered or which holds the Stock Collateral in uncertificated form for the account of Pledgor of an agreement in form and substance sufficient to perfect the Lender' s security interest, such pledge and assignment will create a valid lien on and a perfected, first priority security interest in the Stock Collateral. The form of agreement and acknowledgment of the Lender' s security interest attached hereto as Exhibit " A" shall be acceptable for such purposes.


(e) No Stock Collateral has been heretofore pledged to any person or entity and all Stock Collateral is free of all liens of any kind whatsoever.

2. Pledge and Assignment of Stock Collateral and of Right to Receive Stock Collateral as Pledged . Pledgor hereby assigns, hypothecates, transfers and pledges to Lender all of the Pledgor' s right, title and interest in and to all of the Stock Collateral whether now owned or hereafter acquired including, without limitation, the right to receive dividends, and hereby grants to Lender a first lien on and a security interest in such Stock Collateral, all as collateral security for (a) the prompt and complete performance and payment when due of the obligations of the Guarantor under the Guaranty; (b) the prompt and complete performance of the obligations of Pledgor under, or pursuant to the terms of this Agreement; and (c) all costs and expenses incurred by Lender in connection with the enforcement, maintenance and preservations of its rights under any of the Loan Documents including, without limitation, the Guaranty and this Agreement, including all attorneys' fees and including all of such costs herein. Anything to the contrary in this Agreement notwithstanding, so long as there is no default in existence under the Loan Documents or under the Guaranty, the Pledgor shall be entitled to receive or to direct payment and distribution of dividends paid or interest earned on the


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Stock Collateral and to exercise voting rights associated with the Stock Collateral all of which right shall terminate upon the occurrence of a default under any of such Loan Documents.


If ownership of the Stock Collateral is transferred, then each such transfer shall be subject to the Bank' s security interest which shall continue in full force and effect undiminished and without interruption by reason of such transfer.

3. Redelivery of Stock Collateral . Upon performance and satisfaction in full of the Borrower' s obligations under the Loan Documents and Pledgor' s obligations under the Guaranty, this Pledge and Security Agreement shall immediately cease and terminate as herein provided, and any Stock Collateral then held by Lender shall be deemed immediately transferred to the owner thereof, and this Agreement shall thereupon have no further force or effect. Upon the happening of the events specified in the immediately preceding sentence, the Lender shall be deemed to be holding such Stock Collateral in trust for Pledgor until such Stock Collateral, together with appropriate instruments of reassignment and release as requested by Pledgor, are delivered to Pledgor or to Pledgor' s designee. Upon such delivery of Stock Collateral or any part thereof to Pledgor or to Pledgor' s designee hereunder or otherwise, the receipt thereof by Pledgor shall be a complete and full acquittance for the Stock Collateral so delivered, and Lender shall thereafter be discharged from any liability or responsibility therefor.


4. Default . Upon default under the Loan Documents including, without limitation, the Guaranty, the Lender without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by law), may collect, receive, appropriate and realize upon the ...