EXHIBIT 10.26
CREDIT PARTY PLEDGE AGREEMENT
CREDIT PARTY PLEDGE AGREEMENT (as amended, modified or
supplemented from time to time, this "Agreement"), dated as of January 25, 2002
made by COINMACH CORPORATION, a Delaware corporation (the "Borrower"), and EACH
OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and EACH OF THE OTHER
GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT
(collectively, the "Guarantors"; together with the Borrower, the "Pledgors") in
favor of BANKERS TRUST COMPANY, a New York banking corporation, as Collateral
Agent (in such capacity and together with any successors in such capacity, the
"Collateral Agent"), for the benefit of (x) the Banks (as hereinafter defined),
the Administrative Agent (as hereinafter defined), the Syndication Agents (as
hereinafter defined), the Lead Arranger and Book Manager (as hereinafter
defined), the Collateral Agent, the Documentation Agent (as hereinafter defined)
and any other lenders from time to time party to the Credit Agreement
hereinafter referred to (such Banks, the Administrative Agent, the Syndication
Agents, the Lead Arranger and Book Manager, the Collateral Agent, the
Documentation Agent and such other lenders, if any, are hereinafter called the
"Bank Creditors") and (y) if one or more Banks or any Affiliate of a Bank enters
into one or more Interest Rate Protection Agreements or Other Hedging Agreements
(each as hereinafter defined) from time to time with, or guaranteed by, any
Pledgor, any such Bank or Banks or Affiliate or Affiliates of such Bank or Banks
(even if the respective Bank subsequently ceases to be a Bank under the Credit
Agreement for any reason) so long as any such Bank or Affiliate participates in
the extension of such Interest Rate Protection Agreements or Other Hedging
Agreements, and their subsequent assigns, if any (collectively, the "Other
Creditors"; together with the Bank Creditors, the "Secured Creditors"). Except
as otherwise defined herein, all capitalized terms used herein and defined in
the Credit Agreement shall be used herein as so defined.
R E C I T A L S :
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1. Coinmach Laundry Corporation, the Borrower, the Guarantors, the
lenders from time to time party thereto (the "Banks"), Bankers Trust Company, as
Administrative Agent (in such capacity and together with any successors in such
capacity, the "Administrative Agent") and Collateral Agent, Deutsche Banc Alex.
Xxxxx Inc., as Lead Arranger and Bank Manager (in such capacities and together
with any successors in such capacities, the "Lead Arranger and Book Manager"),
X. X. Xxxxxx Securities Inc. and First Union Securities, Inc., as Syndication
Agents (in such capacities and together with any successors in such capacities,
the "Syndication Agents"), and Credit Lyonnais New York Branch, as Documentation
Agent (in such capacity and together with any successors in such capacity, the
"Documentation Agent"), have entered into a Credit Agreement, dated as of the
date hereof, providing for the making of Loans and the issuance of, and
participation in, Letters of Credit as contemplated therein (such agreement, as
amended, modified, extended, renewed, replaced, restated or supplemented from
time to time, and including any agreement extending the maturity of, or
restructuring of, all or any portion of the Indebtedness under such agreement or
any successor agreement, the "Credit Agreement").
2. The Pledgors may at any time and from time to time enter into, or
guarantee obligations of one or more of the other Pledgors under, one or more
Interest Rate Protection Agreements or Other Hedging Agreements with one or more
Other Creditors;
3. Each Guarantor has, pursuant to the provisions of the Credit
Agreement, guaranteed the obligations of the Borrower under the Credit Agreement
and the other Credit Documents.
4. Each Guarantor has received and will continue to receive
substantial benefit from the execution, delivery and performance of the Credit
Agreement and has agreed to grant to the Collateral Agent liens and security
interests in the Pledged Collateral owned by it to secure the Obligations.
5. It is a condition to each of the above-described extensions of
credit to the Pledgors that the Pledgors shall have executed and delivered this
Agreement.
6. The Pledgors desire to enter into this Agreement in order to
satisfy the condition described in the preceding paragraph.
A G R E E M E N T :
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NOW, THEREFORE, in consideration of the above-described extensions of
credit to be made to the Pledgors and other benefits accruing to the Pledgors,
the receipt and sufficiency of which are hereby acknowledged, each Pledgor
hereby makes the following representations and warranties to the Collateral
Agent for the benefit of the Secured Creditors and hereby covenants and agrees
with the Collateral Agent for the benefit of the Secured Creditors as follows:
Section 1. SECURITY FOR OBLIGATIONS. This Agreement is made by each
Pledgor for the benefit of the Secured Creditors to secure the full and prompt
payment and performance when due (whether at the stated maturity, by
acceleration or otherwise in accordance with the terms of the Credit Agreement)
of the Obligations (as defined in that certain Security Agreement, dated as of
the date hereof, among the Borrower, the Guarantors and the Collateral Agent for
the benefit of the Secured Creditors (as the same may be amended, modified or
supplemented from time to time, the "Security Agreement")) whether outstanding
on the date of this Agreement or extended from time to time after the date of
this Agreement.
Section 2. DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein,
(i) the term "Stock" shall mean (x) with respect to corporations incorporated
under the laws of the United States or any State or territory thereof (each a
"Domestic Corporation"), all of the issued and outstanding shares of capital
stock of whatever class at any time owned by each Pledgor of each Domestic
Corporation and (y) with respect to corporations that do not constitute Domestic
Corporations (each, a "Foreign Corporation"), all of the issued and outstanding
shares of capital stock of whatever class at any time owned by each Pledgor of
each Foreign Corporation, in each case described in clauses (i)(x) and (i)(y) of
this sentence, together with the certificates representing such shares and any
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such shares; provided that, except as provided in the
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last sentence of this Section 2, such Pledgor shall not be required to pledge
hereunder more than 65% of the total combined voting power of all classes of
capital stock of any Foreign Corporation entitled to vote, (ii) the term
"Interests" shall mean (x) with respect to limited liability companies,
partnerships or other entities (other than corporations) organized under the
laws of the United States or any State or territory thereof (each, a "Domestic
Non-Corporate Entity"), all of the issued and outstanding membership interests,
partnership interests or other interests of whatever class at any time owned by
each Pledgor of each Domestic Non-Corporate Entity and (y) with respect to
limited liability companies, partnerships or other entities (other than
corporations) that do not constitute Domestic Non-Corporate Entities (each, a
"Foreign Non-Corporate Entity"), all of the issued and outstanding membership
interests, partnership interests or other interests of whatever class at any
time owned by each Pledgor of each Foreign Non-Corporate Entity, in each case
described in clauses (ii)(x) and (ii)(y) of this sentence, together with all
rights, privileges, authority and powers of such Pledgor in and to each such
Domestic Non-Corporate Entity or Foreign Non-Corporate Entity or under the
membership, partnership or other operative agreement of each such entity, and
the certificates, instruments and agreements, if any, representing such
membership, partnership or other equity interests; provided that, except as
provided in the last sentence of this Section 2, such Pledgor shall not be
required to pledge hereunder more than 65% of the total combined voting power of
all classes of interests of any Foreign Non-Corporate Entity entitled to vote,
and (iii) the term "Notes" shall mean (x) all promissory notes at any time
issued to each Pledgor by any of its Subsidiaries, together with all
certificates or instruments evidencing such promissory notes and all proceeds
thereof, and all accessions thereto and substitutions therefor and (y) except as
provided in the last sentence of this Section 2, such Pledgor shall not be
required to pledge hereunder any promissory notes issued to such Pledgor by any
Subsidiary of such Pledgor which is a Foreign Corporation or Foreign
Non-Corporate Entity. If and to the extent that the Collateral Agent receives or
holds stock certificates representing more than 65% of the total combined voting
power of all classes of capital stock or other interests of any Foreign
Corporation or Foreign Non-Corporate Entity entitled to vote, the Collateral
Agent agrees to act as bailee and custodian for the benefit of the applicable
Pledgor with respect to any portion of such capital stock or other interest
representing more than 65% of the total combined voting power of all classes of
capital stock or other interest of any Foreign Corporation or Foreign
Non-Corporate Entity entitled to vote except as otherwise provided in the last
sentence of this Section 2. As used herein, the term "Securities" shall mean all
of the Stock, Interests and Notes. Each Pledgor represents and warrants, as to
the stock of corporations, interests in non-corporate entities and promissory
notes owned by such Pledgor, that on the date hereof (a) the Stock consists of
the number and type of shares of the stock of the corporations as described in
Part I of Schedule A hereto; (b) such Stock constitutes that percentage of the
issued and outstanding capital stock of the issuing corporation as is set forth
in Part I of Schedule A hereto; (c) the Notes consist of the promissory notes
described in Part II of Schedule A hereto; (d) the Interests consist of the type
of interests of the non-corporate entities as described in Part III of Schedule
A hereto; (e) such Interests constitute that percentage of the issues interests
of the issuing non-corporate entities as described in Part III of Schedule A
hereto; and (f) such Pledgor is the holder of record and sole beneficial owner
of the Stock, the Interest and the Notes and there exist no options or
preemptive rights in respect of any of the Securities. If following a change in
the relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder which would
permit a pledge (x) of 66 2/3% or more (or would be adjusted to permit a pledge
of less than 66 2/3%) of
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the total combined voting power of all classes of capital stock of any Foreign
Corporation or Foreign Non-Corporate Entity entitled to vote and (y) of any
promissory note issued by any Subsidiary of each Pledgor which is a Foreign
Corporation or Foreign Non-Corporate Entity without causing the undistributed
earnings of such Foreign Corporation or Foreign Non-Corporate Entity as
determined for Federal income taxes to be treated as a deemed dividend to such
Pledgor for Federal income tax purposes and without causing any other material
adverse tax consequences to applicable Pledgor or any of its Subsidiaries or
Affiliates, then the 65% limitation set forth in the provisions to clauses (i)
and (ii) and the limitation set forth in clause (iii)(y) of this Section 2 shall
no longer be applicable (or shall be adjusted as appropriate) and such Pledgor
shall duly pledge and deliver to the Collateral Agent such of the Securities not
theretofore required to be pledged hereunder or the Collateral Agent shall
return such Securities, as applicable.
Section 3. PLEDGE OF SECURITIES, ETC.
Section 3.1 Pledge. To secure the payment and performance when due of
all of the Obligations and for the purposes set forth in Section 1, each Pledgor
(i) hereby grants to the Collateral Agent for the benefit of the Secured
Creditors a continuing first priority security interest in and to all of the
right, title and interest of such Pledgor in, to and under the Collateral (as
hereinafter defined), (ii) hereby pledges and deposits with the Collateral Agent
the Securities owned by such Pledgor on the date hereof, and delivers to the
Collateral Agent certificates therefor, duly endorsed in blank in the case of
promissory notes and accompanied by undated stock powers duly executed in blank
by such Pledgor (and accompanied by any transfer tax stamps required in
connection with the pledge of such Securities) in the case of capital stock, or
such other instruments of transfer as are reasonably acceptable to the
Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates
and sets over to the Collateral Agent all of such Pledgor's right, title and
interest in and to such Securities (and in and to the certificates or
instruments evidencing such Securities and the other Collateral), to be held by
the Collateral Agent as collateral security for the Obligations, upon the terms
and conditions set forth in this Agreement.
Section 3.2 Subsequently Acquired Securities. If any Pledgor shall
acquire (by purchase, stock dividend or otherwise) any additional Securities at
any time or from time to time after the date hereof, such Pledgor will promptly
thereafter (and in any event within five Business Days) pledge and deposit such
Securities (or certificates or instruments representing Securities) as security
with the Collateral Agent and deliver to the Collateral Agent certificates or
instruments therefor, duly endorsed in blank in the case of promissory notes,
and accompanied by undated stock powers duly executed in blank by such Pledgor
(and accompanied by any transfer tax stamps required in connection with the
pledge of such Securities) in the case of capital stock, or such other
instruments of transfer as are reasonably acceptable to the Collateral Agent,
and will promptly thereafter (and in any event within five Business Days)
deliver to the Collateral Agent a pledge amendment duly executed by a principal
executive officer of such Pledgor in substantially the form of Exhibit 1 hereto
(each, a "Pledge Amendment") describing such Securities and certifying that the
same have been duly pledged with the Collateral Agent hereunder. Subject to the
last sentence of Section 2, no Pledgor shall be required at any time to pledge
hereunder any promissory notes issued to such Pledgor by a Subsidiary which is a
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Foreign Corporation or Foreign Non-Corporate Entity or more than 65% of the
total combined voting power of all classes of capital stock or other interests
of any Foreign Corporation or Foreign Non-Corporate Entity entitled to vote.
Section 3.3 Uncertificated Securities. Notwithstanding anything to
the contrary contained in Sections 3.1 and 3.2, if any Securities (whether now
owned or hereafter acquired) are uncertificated securities, each Pledgor shall
promptly (and in any event within ten Business Days) notify the Collateral Agent
thereof, and shall promptly (and in any event within ten Business Days) take all
actions reasonably required to perfect the security interest of the Collateral
Agent under applicable law. Each Pledgor further agrees to take such actions as
the Collateral Agent deems reasonably necessary or desirable to effect the
foregoing (including, without limitation, causing the issuer of such
uncertificated Securities to execute and deliver to the Collateral Agent an
acknowledgment of the pledge of such Securities hereunder substantially in the
form of Exhibit 2 hereto) and to permit the Collateral Agent to exercise any of
its rights and remedies hereunder, and agrees to provide an opinion of counsel
reasonably satisfactory to the Collateral Agent with respect to any such pledge
of uncertificated Securities promptly upon the reasonable request of the
Collateral Agent.
Section 3.4 Definitions of Pledged Stock; Pledged Notes; Pledged
Securities and Collateral. As used herein, "Collateral" shall mean all of the
following property of each Pledgor, whether now existing or owned or hereafter
arising or acquired:
(i) all Stock at any time pledged or required to be pledged
hereunder (hereinafter called the "Pledged Stock");
(ii) all Interests at any time pledged or required to be
pledged hereunder (hereinafter called the "Pledged Interests");
(iii) all Notes at any time pledged or required to be pledged
hereunder (hereinafter called the "Pledged Notes"; together with all
Pledged Stock and Pledged Interests are hereinafter called the "Pledged
Securities");
(iv) all dividends, cash, options, warrants, rights,
instruments, distributions, returns of capital or principal, income,
interest, profits and other property, interests (debt or equity) or
proceeds, including as a result of a split, revision, reclassification
or other like change of the Pledged Securities, from time to time
received, receivable or otherwise distributed to such Pledgor in
respect of or in exchange for any or all of the Pledged Securities
(collectively, "Distributions");
(v) without affecting the obligations of such Pledgor under
any provision prohibiting such action hereunder or under the Credit
Agreement, in the event of any consolidation or merger in which any
Person listed in Schedule A hereto is not the surviving entity, all
shares of each class of the capital stock of the successor corporation
or interests or certificates of the successor limited liability company
or partnership or other entity owned by such Pledgor (unless such
successor is such Pledgor itself) formed by or resulting from such
consolidation or merger; and
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(vi) all Proceeds (as defined under the Uniform Commercial
Code as in effect in any relevant jurisdiction (the "UCC") or under
other relevant law) of any of the foregoing, and in any event,
including, without limitation, any and all (a) proceeds of any
insurance, indemnity, warranty or guarantee payable to the Collateral
Agent or to any Pledgor from time to time with respect to any of the
Collateral, (b) payments (in any form whatsoever) made or due and
payable to any Pledgor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all
or any part of the Collateral by any Governmental Authority (or any
person acting under color of a Governmental Authority), (c) instruments
representing obligations to pay amounts in respect of any Collateral,
(d) products of the Collateral and (e) any and all other amounts from
time to time paid or payable under or in connection with any of the
Collateral, including any securities and moneys received and at any
time held by the Collateral Agent hereunder.
Section 4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Collateral
Agent shall have the right to appoint one or more sub-agents, at the cost and
expense of the Pledgors, for the purpose of retaining physical possession of the
Pledged Securities, which may be held (in the reasonable discretion of the
Collateral Agent) in the name of the applicable Pledgor, endorsed or assigned in
blank or in favor of the Collateral Agent or any nominee or nominees of the
Collateral Agent or a sub-agent appointed by the Collateral Agent.
Section 5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
there shall have occurred and be continuing an Event of Default and the
Collateral Agent has given written notice to the Borrower in accordance with
Section 10 of the Credit Agreement to the extent such notice is required
pursuant to Section 10 of the Credit Agreement, each Pledgor shall be entitled
to vote any and all Pledged Securities owned by it, and to give consents,
waivers or ratifications in respect thereof, provided that no vote shall be cast
or any consent, waiver or ratification given or any action taken which would
violate or result in breach of any covenant contained in this Agreement, the
Credit Agreement or any other Credit Document or which is not permitted under
any of the Credit Documents and could reasonably be expected to have the effect
of materially impairing the value of the Collateral or any material part thereof
or the position or interests of the Collateral Agent or any Secured Creditor.
All such rights of each Pledgor to vote and to give consents, waivers and
ratifications shall cease in case an Event of Default has occurred and is
continuing and the Collateral Agent has given written notice to the Borrower in
accordance with Section 10 of the Credit Agreement to the extent such notice is
required pursuant to Section 10 of the Credit Agreement, and Section 7 hereof
shall become applicable.
Section 6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there
shall have occurred and be continuing an Event of Default and the Collateral
Agent has given written notice to the Borrower in accordance with Section 10 of
the Credit Agreement to the extent such notice is required pursuant to Section
10 of the Credit Agreement, all cash dividends and distributions payable in
respect of the Pledged Stock and Pledges Interests and all payments in respect
of the Pledged Notes shall be paid to the applicable Pledgor. The Collateral
Agent shall be entitled to receive directly, and to retain as part of the
Collateral:
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(a) all other or additional stock or securities or other
interests (other than cash) paid or distributed by way of dividend or
otherwise, as the case may be, in respect of the Pledged Securities;
(b) all other or additional stock or other securities or other
interests paid (other than cash) or distributed in respect of the
Pledged Securities by way of stock split, spin-off, split-up,
reclassification, combination of shares or similar rearrangement; and
(c) all other or additional stock or other securities or other
interests or property (excluding cash) which may be paid in respect of
the Collateral by reason of any consolidation, merger, exchange of
stock, conveyance of assets, liquidation or similar corporate
reorganization.
Nothing contained in this Section 6 shall limit or restrict in any way the
Collateral Agent's right to receive proceeds of the Collateral in any form in
accordance with Section 3 of this Agreement. All dividends, distributions or
other payments which are received by each Pledgor contrary to the provisions of
this Section 6 and Section 7 shall be received in trust for the benefit of the
Collateral Agent, shall be segregated from other property or funds of such
Pledgor and shall be forthwith paid or delivered over to the Collateral Agent as
Collateral in the same form as so received (with any necessary endorsement).
Section 7. REMEDIES IN CASE OF EVENTS OF DEFAULT. If there shall have
occurred and be continuing an Event of Default and the Collateral Agent has
given written notice to the Borrower in accordance with Section 10 of the Credit
Agreement to the extent such notice is required pursuant to Section 10 of the
Credit Agreement, then and in every such case, the Collateral Agent shall be
entitled to exercise all of the rights, powers and remedies (whether vested in
it by this Agreement, any other Credit Document, any Interest Rate Protection
Agreement or Other Hedging Agreement or by law) for the protection and
enforcement of its rights in respect of the Collateral, and the Collateral Agent
shall be entitled to exercise all the rights and remedies of a secured party
under the UCC and also shall be entitled, without limitation, to exercise the
following rights, which the Collateral Agent agrees to exercise in a
commercially reasonable manner:
(a) to receive all amounts payable in respect of the
Collateral otherwise payable under Section 6 to the Pledgors;
(b) to transfer all or any part of the Collateral into the
Collateral Agent's name or the name of its nominee or nominees;
(c) to accelerate any Pledged Note which may be accelerated in
accordance with its terms, and take any other lawful action to collect
upon any Pledged Note at such times and under the conditions set forth
therein;
(d) to vote all or any part of the Pledged Stock and/or
Pledged Interests (whether or not transferred into the name of the
Collateral Agent) and give all consents, waivers and ratifications in
respect of the Collateral and otherwise act with respect thereto in a
commercially reasonable manner as though it were the outright owner
thereof
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(each Pledgor hereby irrevocably constituting and appointing the
Collateral Agent the proxy and attorney-in-fact of such Pledgor, with
full power of substitution to do so upon the occurrence and during the
continuance of an Event of Default provided the Collateral Agent has
delivered written notice to the Borrower in accordance with Section 10
of the Credit Agreement to the extent such notice is required pursuant
to Section 10 of the Credit Agreement); and
(e) to sell, assign and deliver, or grant options to purchase,
all or any part of the Collateral, or any interest therein, at any
public or private sale, without demand of performance, advertisement or
notice of intention to sell or of the time or place of sale or
adjournment thereof or to redeem or otherwise (all of which are hereby
waived by each Pledgor), for cash, on credit or for other property, for
immediate or future delivery without any assumption of credit risk, and
for such price or prices and on such terms as the Collateral Agent may
determine in a commercially reasonable manner, provided that at least
10 days' written notice of the time and place of any such sale shall be
given to the applicable Pledgor. The Collateral Agent shall not be
obligated to make any such sale of Collateral regardless of whether any
such notice of sale has theretofore been given. Each Pledgor hereby
waives and releases to the fullest extent permitted by law any right or
equity of redemption with respect to the Collateral, whether before or
after sale hereunder, other than such Pledgor's right to receive any
excess proceeds or Collateral remaining after payment in full of the
Obligations, and all rights, if any, of marshalling the Collateral and
any other security for the Obligations or otherwise. At any such sale,
unless prohibited by applicable law, the Collateral Agent on behalf of
the Secured Creditors may bid for and purchase all or any part of the
Collateral so sold free from any such right or equity of redemption.
Neither the Collateral Agent nor any Secured Creditor shall be liable
for failure to collect (except in such cases where the Collateral Agent
bids for and purchases all or part of the Collateral) or realize upon
any or all of the Collateral or for any delay in so doing nor shall any
of them be under any obligation to take any action whatsoever with
regard thereto.
Section 8. REMEDIES, ETC., CUMULATIVE. Each and every right, power and
remedy of the Collateral Agent provided for in this Agreement, the other Credit
Documents or the Interest Rate Protection Agreements or Other Hedging
Agreements, or now or hereafter existing at law or in equity or by statute,
shall be cumulative and concurrent and shall be in addition to every other such
right, power or remedy. The exercise or beginning of the exercise by the
Collateral Agent or any Secured Creditor of any one or more of the rights,
powers or remedies provided for in this Agreement, the other Credit Documents or
the Interest Rate Protection Agreements or Other Hedging Agreements or now or
hereafter existing at law or in equity or by statute shall not preclude the
simultaneous or later exercise by the Collateral Agent or any Secured Creditor
of all such other rights, powers or remedies, and no failure or delay on the
part of the Collateral Agent or any Secured Creditor to exercise any such right,
power or remedy shall operate as a waiver thereof except as required by
applicable law. Unless otherwise required by the Credit Documents, no notice to
or demand on any Pledgor in any case shall entitle it to any other or further
notice or demand in similar or other circumstances or constitute a waiver of any
of the rights of the Collateral Agent or any Secured Creditor to any other or
further action in any circumstances without notice or demand.
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Section 9. APPLICATION OF PROCEEDS. All moneys collected by the
Collateral Agent upon any sale or other disposition of the Collateral, together
with all other moneys received by the Collateral Agent hereunder, shall be
applied to the payment of the Obligations in the manner set forth in Section 7.4
of the Security Agreement.
Section 10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral
by the Collateral Agent hereunder (whether by virtue of the power of sale herein
granted, pursuant to judicial process or otherwise), the receipt of the
Collateral Agent or the officer making the sale shall be a sufficient discharge
to the purchaser or purchasers of the Collateral so sold, and such purchaser or
purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Collateral Agent or such officer or be
answerable in any way for the misapplication or nonapplication thereof.
Section 11. INDEMNITY. Each Pledgor agrees to indemnify and hold
harmless the Collateral Agent and each Secured Creditor and their respective
successors, assigns, employees, agents and servants (each an "Indemnitee";
collectively, the "Indemnitees") from and against any and all claims, demands,
losses, judgments and liabilities (including liabilities for penalties) of
whatsoever kind or nature, and to reimburse each Indemnitee for all costs and
expenses, including reasonable attorneys' fees, growing out of or resulting from
this Agreement or the exercise by any Indemnitee of any right or remedy granted
to it hereunder or under the other Credit Documents or the Interest Rate
Protection Agreements and Other Hedging Agreements (but excluding any claims,
demands, losses, judgments and liabilities or expenses to the extent finally
judicially determined to have been incurred by reason of gross negligence or
willful misconduct of such Indemnitee). If and to the extent that the
obligations of any Pledgor under this Section 11 are unenforceable for any
reason, such Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations that is permissible under
applicable law.
Section 12. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor
agrees that it will join with the Collateral Agent in executing and, at its own
expense, file and refile under the UCC or other applicable law such financing
statements, continuation statements and other documents in such offices as the
Collateral Agent may deem reasonably necessary and wherever required by law in
order to perfect and preserve the Collateral Agent's security interest in the
Collateral and hereby authorizes the Collateral Agent to file financing
statements and amendments thereto relative to all or any part of the Collateral
without the signature of such Pledgor, and agrees to do such further acts and
things and to execute and deliver to the Collateral Agent such additional
conveyances, assignments, agreements and instruments as the Collateral Agent may
reasonably require or deem necessary to carry into effect the purposes of this
Agreement or to further assure and confirm unto the Collateral Agent its rights,
powers and remedies hereunder.
(b) Each Pledgor hereby appoints the Collateral Agent such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise, from time to time after the occurrence
and during the continuance of an Event of Default and provided that the
Collateral Agent shall have delivered notice to the Borrower in accordance with
Section 10 of the Credit Agreement to the extent such notice is required
pursuant to Section 10 of the Credit Agreement, in the Collateral Agent's
reasonable
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discretion to take any action and to execute any instrument which the Collateral
Agent may reasonably deem necessary or advisable to accomplish the purposes of
this Agreement.
Section 13. THE PLEDGEE AS AGENT. The Collateral Agent will hold in
accordance with this Agreement all items of the Collateral at any time received
under this Agreement. It is expressly understood and agreed by the parties
hereto and each Secured Creditor, by accepting the benefits of this Agreement,
each such person acknowledges and agrees that the obligations of the Collateral
Agent as holder of the Collateral and interests therein and with respect to the
disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement. The Collateral Agent shall act hereunder
on the terms and conditions set forth herein and in Section 12 of the Credit
Agreement.
Section 14. TRANSFER BY THE PLEDGOR. No Pledgor will sell or otherwise
dispose of, grant any option with respect to, or mortgage, pledge or otherwise
encumber any of the Collateral or any interest therein (except as may be
permitted in accordance with the terms of the Credit Agreement).
Section 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR.
(a) Each Pledgor represents and warrants that as of the date hereof (i) it is,
or at the time when pledged hereunder will be, the legal, record and beneficial
owner of, and has (or will have) good title to, all Collateral pledged by it
hereunder, subject to no Lien (except the Lien created by this Agreement and
except Permitted Liens); (ii) it has full corporate power, authority and legal
right to pledge all the Collateral pursuant to this Agreement; (iii) this
Agreement has been duly authorized, executed and delivered by such Pledgor and
constitutes a legal, valid and binding obligation of such Pledgor enforceable in
accordance with its terms, except to the extent that the enforceability hereof
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law); (iv) except to the extent already obtained or made, no
consent of any other party (including, without limitation, any stockholder or
creditor of such Pledgor or any of its Subsidiaries) and no consent, license,
permit, approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental authority is required
to be obtained by such Pledgor in connection with (w) the execution, delivery or
performance of this Agreement, (x) the validity or enforceability of this
Agreement, (y) the perfection or enforceability of the Collateral Agent's
security interest in the Collateral or (z) except for compliance with or as may
be required by applicable securities laws, the exercise by the Collateral Agent
of any of its rights or remedies provided herein; (v) the execution, delivery
and performance of this Agreement will not violate any provision of any
applicable law or regulation or of any order, judgment, writ, award or decree of
any court, arbitrator or governmental authority, domestic or foreign, applicable
to such Pledgor, or of the Certificate of Incorporation or By-Laws of such
Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries,
or of any material mortgage, indenture, lease, loan agreement, credit agreement
or other contract, agreement or instrument or undertaking to which such Pledgor
or any of its Subsidiaries is a party or which purports to be binding upon such
Pledgor or any of its Subsidiaries or upon any of their respective material
assets and will not result in the creation or imposition of (or the obligation
to create or impose) any lien or encumbrance on any of the assets of such
Pledgor or any of its Subsidiaries except as
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contemplated by this Agreement; (vi) all the shares of the Stock and Interests
have been duly and validly issued, are fully paid and non-assessable (in the
case of Pledged Stock) and are subject to no options to purchase or similar
rights; (vii) each of the Pledged Notes to the extent executed by Holdings or
any of its Subsidiaries constitutes, or when executed by the obligor thereof
will constitute, the legal, valid and binding obligation of such obligor,
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may by limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors,
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law); and (viii) the pledge, collateral assignment and, in the
case of certificated securities, delivery to the Collateral Agent of the
Securities or, in the case of uncertificated securities, the filing of a
financing statement naming such Pledgor, as debtor, and the Collateral Agent, as
Secured Party, in each case pursuant to this Agreement creates a valid and
perfected first priority Lien on the Collateral, subject to no other Lien or to
any agreement purporting to grant to any third party a Lien on the property or
assets of the Pledgor which would include the Collateral. Each Pledgor covenants
and agrees that it will take commercially reasonable steps to defend the
Collateral Agent's right, title and security interest in and to the Collateral
against the claims and demands of all persons whomsoever; and each Pledgor
covenants and agrees that it will have like title to and right to pledge any
other property at any time hereafter pledged to the Collateral Agent as
Collateral hereunder and will likewise take commercially reasonable steps to
defend the right thereto and security interest therein of the Collateral Agent
and the Secured Creditors.
(b) Each Pledgor further represents, warrants and covenants as that the
exact legal name, type of organization and jurisdiction of organization
(together with the organizational identification number, if any, issued by such
jurisdiction to such Pledgor) of such Pledgor is set forth in Schedule B hereto.
Such Pledgor shall not "reincorporate" or "reorganize" or otherwise cause the
Collateral to be transferred to a Person incorporated or organized in another
state except to the extent (x) permitted pursuant to the provisions of the
Credit Agreement, (y) it shall have given to Collateral Agent not less than 30
days' prior written notice (in the form of an officers' certificate) of its
intention so to do clearly describing such transaction and providing such other
information in connection therewith as Collateral Agent may reasonably request
and (z) with respect to such transaction, such Pledgor shall have taken all
action reasonably satisfactory to Collateral Agent to maintain the perfection
and priority of the security interest of Collateral Agent for the benefit of the
Secured Parties in the Collateral intended to be granted hereby.
Section 16. PLEDGOR'S OBLIGATIONS ABSOLUTE, ETC. The obligations of
each Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (a) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from the Credit Documents, the Interest Rate Protection Agreements or Other
Hedging Agreements or any other instrument or agreement referred to therein, or
any assignment or transfer of any thereof; (b) any waiver, consent, extension,
indulgence or other action or inaction under or in respect of any such agreement
or instrument, including, without limitation, this Agreement; (c) any furnishing
of any additional security to the Collateral Agent
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or its assignee or any acceptance thereof or any release of any security by the
Collateral Agent or its assignee; (d) any limitation on any party's liability or
obligations under any such instrument or agreement or any invalidity or
unenforceability, in whole or in part, of any such instrument or agreement or
any term thereof; or (e) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to any Pledgor or any Subsidiary of such Pledgor, or any action taken
with respect to this Agreement by any trustee or receiver, or by any court, in
any such proceeding, whether or not such Pledgor shall have notice or knowledge
of any of the foregoing.
Section 17. REGISTRATION, ETC. If at any time when the Collateral Agent
shall determine to exercise its right to sell all or any part of the Pledged
Securities pursuant to Section 7, and such Pledged Securities or the part
thereof to be sold shall not, for any reason whatsoever, be effectively
registered under the Securities Act of 1933, as then in effect, the Collateral
Agent may, in its sole and absolute discretion, sell such Pledged Securities or
part thereof by private sale in such manner and under such circumstances as the
Collateral Agent may deem reasonably necessary or advisable in order that such
sale may legally be effected without such registration. Without limiting the
generality of the foregoing, in any such event the Collateral Agent, in its
commercially reasonable discretion, (i) may proceed to make such private sale
notwithstanding that a registration statement for the purpose of registering
such Pledged Securities or part thereof shall have been filed under such
Securities Act, (ii) may approach and negotiate with a single possible purchaser
to effect such sale, and (iii) may restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account, for
investment, and not with a view to the distribution or sale of such Pledged
Securities or part thereof. In the event of any such sale, the Collateral Agent
shall incur no responsibility or liability for selling all or any part of the
Pledged Securities at a price which the Collateral Agent, in its commercially
reasonable discretion, in good xxxxx xxxxx reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might be
realized if the sale were deferred until after registration as aforesaid.
Section 18. TERMINATION; RELEASE. (a) After the Termination Date (as
defined below), this Agreement and the security interest created hereby shall
terminate, and the Collateral Agent, at the request and expense of the Pledgors,
will execute and deliver to the Pledgors a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement, and will duly
assign, transfer and deliver to the Pledgors (without recourse and without any
representation or warranty other than a representation that the Collateral Agent
has not granted any lien on or security interest in the Collateral) such of the
Collateral as may be in the possession of the Collateral Agent or any of its
sub-agents and has not theretofore been sold or otherwise applied or released
pursuant to this Agreement, together with any proceeds of Collateral at the time
held by the Collateral Agent or any of its sub-agents hereunder. As used in this
Agreement, "Termination Date" shall mean the date upon which the Commitments and
all Interest Rate Protection Agreements or Other Hedging Agreements have been
terminated, no Note under the Credit Agreement is outstanding (and all Loans
have been repaid in full), all Letters of Credit have been terminated and all
Obligations then owing have been paid in full.
(b) Notwithstanding anything to the contrary contained above, upon the
presentment of satisfactory evidence to the Collateral Agent in its sole
discretion that all
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obligations evidenced by any Pledged Note have been repaid or otherwise
satisfied or forgiven in full, and that any payments received by the applicable
Pledgor were permitted to be received by such Pledgor pursuant to Section 6
hereof, the Collateral Agent shall, upon the request and at the expense of such
Pledgor, duly assign, transfer and deliver to such Pledgor (without recourse and
without any representation or warranty other than a representation that the
Collateral Agent has not granted any lien on or security interest in such
Pledged Note) such Pledged Note if same is then in the possession of the
Collateral Agent or any of its sub-agents and has not theretofore been sold or
otherwise applied or released pursuant to this Agreement.
(c) In the event that any part of the Collateral is sold in connection
with a sale permitted by Section 9.02 of the Credit Agreement or otherwise
released at the direction of the Required Banks (or all Banks if required by
Section 13.12 of the Credit Agreement) and the proceeds of such sale or sales or
from such release are applied in accordance with the provisions of Section 4.02
of the Credit Agreement, to the extent required to be so applied, the Collateral
Agent, at the request and expense of the Pledgors, will duly assign, transfer
and deliver to the applicable Pledgor (without recourse and without any
representation or warranty) such of the Collateral as is then being (or has
been) so sold or released and as may be in the possession of the Collateral
Agent or any of its sub-agents and has not theretofore been released pursuant to
this Agreement.
(d) At any time that any Pledgor desires that Collateral be released as
provided in the foregoing subsection (a), (b) or (c), it shall deliver to the
Collateral Agent a certificate signed by its chief financial officer stating
that the release of the respective Collateral is permitted pursuant to such
subsection (a), (b) or (c).
(e) The Collateral Agent shall have no liability whatsoever to any
Secured Creditor as the result of any release of Collateral by it in accordance
with this Section 18.
Section 19. NOTICES, ETC. All notices and communications hereunder
shall be telecopied or delivered by messenger or overnight courier service and
all such notices and communications shall, when mailed, telegraphed, telexed,
telecopied, or cabled or sent by overnight courier, be effective when delivered
to the telegraph company, cable company or overnight courier, as the case may
be, or sent by telex or telecopier and when mailed shall be effective three
Business Days following deposit in the mail with proper postage, except that
notices and communications to the Collateral Agent shall not be effective until
received by the Collateral Agent. All notices and other communications shall be
in writing and addressed as follows:
(a) if to any Pledgor, at:
Coinmach Corporation
000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx
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with a copy to:
Xxxxx Xxxxx & Xxxxx
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx
(b) if to the Collateral Agent, at:
Bankers Trust Company
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Deal Administration
(c) if to any Bank Creditor, either (x) to the Administrative
Agent, at the address of the Administrative Agent specified in the
Credit Agreement or (y) at such address as such Bank Creditor shall
have specified in the Credit Agreement; and
(d) if to any Other Creditor, at such address as such Other
Creditor shall have specified in writing to the Borrower and the
Collateral Agent;
or at such other address as shall have been furnished in writing by any Person
described above to and received by the party required to give notice hereunder.
Section 20. WAIVER; AMENDMENT. None of the terms and conditions of this
Agreement may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by the Pledgors and the Collateral Agent (with the
written consent of the Required Banks or, to the extent required by Section
13.12 of the Credit Agreement, with the consent of each of the Banks); provided,
however, that any change, waiver, modification or variance affecting the rights
and benefits of a single Class (as defined below) of Secured Creditors (and not
all Secured Creditors in a like or similar manner) shall require the written
consent of the Requisite Creditors (as defined below) of such affected Class.
For the purpose of this Agreement, the term "Class" shall mean each class of
Secured Creditors, i.e., whether (y) the Bank Creditors as holders of the Credit
Agreement Obligations or (z) the Other Creditors as the holders of the Other
Obligations. For the purpose of this Agreement, the term "Requisite Creditors"
of any Class shall mean each of (x) with respect to the Credit Agreement
Obligations, the Required Banks and (y) with respect to the Other Obligations,
the holders of 51% of all obligations outstanding from time to time under the
Interest Rate Protection Agreements or Other Hedging Agreements.
Section 21. MISCELLANEOUS. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and its
successors and assigns. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The headings
in this Agreement are for purposes of reference only and shall not limit or
define the meaning hereof. This Agreement may be executed in any number of
counterparts, each of which shall be an
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original, but all of which shall constitute one instrument. In the event that
any provision of this Agreement shall prove to be invalid or unenforceable, such
provision shall be deemed to be severable from the other provisions of this
Agreement, which shall remain binding on all parties hereto.
Section 22. RECOURSE. This Agreement is made with full recourse to each
Pledgor and pursuant to and upon all the representations, warranties, covenants
and agreements on the part of such Pledgor contained herein, in the other Credit
Documents, in the Interest Rate Protection Agreements or Other Hedging
Agreements and otherwise in writing in connection herewith or therewith.
Section 23. JOINDER OF AFFILIATES. The Pledgors shall cause each
Subsidiary of the Borrower which, from time to time, after the date hereof shall
be required to pledge any assets to the Collateral Agent for the benefit of the
Secured Creditors pursuant to the provisions of the Credit Agreement, to execute
and deliver to the Collateral Agent a joinder agreement substantially in the
form of Exhibit 3 hereto and, upon such execution and delivery, such Subsidiary
shall constitute a "Guarantor" and a "Pledgor" for all purposes hereunder with
the same force and effect as if originally named as a Guarantor and Pledgor
herein. The execution and delivery of such joinder agreement shall not require
the consent of any Pledgor hereunder. The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor and Pledgor as a party to this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused
this Agreement to be executed by their duly elected officers duly authorized as
of the date first above written.
COINMACH CORPORATION,
as Pledgor and Borrower
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: CFO
SUPER LAUNDRY EQUIPMENT CORP.,
as Pledgor and Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: CFO
GRAND WASH & DRY LAUNDERETTE, INC.,
as Pledgor and Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: CFO
BANKERS TRUST COMPANY, as Collateral
Agent
By: /s/ Xxxx Xxx Xxxx
-------------------------------------
Name: Xxxx Xxx Xxxx
Title: Managing Director
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SCHEDULE A
PLEDGOR: [___________]
Part I. PLEDGED STOCK
Percentage
of all
Shares of
Number Certi- Capital
Name of of ficate Stock of
Issuing Corporation Type of Shares Shares No(s). Issuer
------------------- -------------- ------ ------ -----------
[Grand Wash & Dry Launderette, Inc. Common Stock, no par value 10 100%
Super Laundry Equipment Corp. Common Stock, par value $.01 10 100%]
per Share
Part II. PLEDGED NOTES
Name of Principal Date of
Issuer Amount Issuance Interest Rate Maturity Date
------ --------- -------- ------------- -------------
[None]
Part III. PLEDGED INTERESTS
Percentage of all
Name of Issuing Outstanding Interests
Non-Corporate Entity Type of Interest Certificate No(s). of Issuer
-------------------- ---------------- ---------------- ---------------------
* NOTE: A SEPARATE SHEET SHOULD BE USED FOR EACH PLEDGOR.
SCHEDULE B
Organizational
Pledgor's Type of Jurisdiction of Identification Chief Executive Principal Place
Exact Name Organization Organization Number Office of Business
---------- ------------ --------------- -------------- --------------- ---------------
EXHIBIT 1
PLEDGE AMENDMENT
This Pledge Amendment, dated _______________________, is
delivered pursuant to Section 3.2 of the Agreement referred to below. The
undersigned hereby agrees that this Pledge Amendment may be attached to the
CREDIT PARTY PLEDGE AGREEMENT, dated as of January 25, 2002, among the
undersigned, certain other parties identified therein and BANKERS TRUST COMPANY,
as Collateral Agent (the "Agreement"; capitalized terms used herein and not
defined have the meanings ascribed to them in the Agreement) and that the
Pledged Securities listed on this Pledge Amendment shall be deemed to be and
shall become part of the Collateral and shall secure all Obligations.
, as
-------------------------------------------
Pledgor
By:
----------------------------------------
Name:
Title:
Part I. PLEDGED STOCK
Percentage
of all
Outstanding
Shares of
Number Certi- Capital
Name of of ficate Stock of
Issuing Corporation Type of Shares Shares No(s). Issuer
---------------------- -------------- -------- ------- ------------
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Part II. PLEDGED NOTES
Name of Principal Date of Maturity
Issuer Amount Issuance Interest Rate Date
-------- -------- --------- ------------- ---------
Part III. Pledged Interests
Percentage of all
Name of Issuing Outstanding Interests
Non-Corporate Entity Type of Interest Certificate No(s). of Issuer
-------------------- ---------------- ---------------- ---------------------
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EXHIBIT 2
FORM OF ISSUER ACKNOWLEDGMENT
The undersigned hereby (i) acknowledges receipt of a copy of the CREDIT
PARTY PLEDGE AGREEMENT (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Agreement"; capitalized terms used
herein but not defined herein have the meanings given such terms in the
Agreement), dated as of January 25, 2002, among COINMACH CORPORATION, EACH OF
THE GUARANTORS LISTED ON THE SIGNATURE PAGES THERETO and BANKERS TRUST COMPANY,
as collateral agent (in such capacity, "Collateral Agent"), (ii) agrees promptly
to note on its books the security interests granted and confirmed under the
Agreement in [DESCRIBE SECURITIES] (the "Uncertificated Securities"), (iii)
agrees that it will comply with instructions of Collateral Agent with respect to
the Uncertificated Securities and all proceeds and other interests related
thereto constituting Collateral without further consent by applicable Pledgor,
(iv) agrees to notify Collateral Agent upon obtaining knowledge of any interest
in favor of any Person in the Uncertificated Securities or any related
Collateral that is adverse to the interest of Collateral Agent therein and (v)
waives any right or requirement at any time hereafter to receive a copy of the
Agreement in connection with the registration of the Uncertificated Securities
thereunder in the name of Collateral Agent or its nominee or the exercise of
voting rights by Collateral Agent or its nominee.
[NAME OF ISSUER]
By:
----------------------------------
Name:
Title:
EXHIBIT 3
[Name of New Pledgor]
[Address of New Pledgor]
[Date]
[Name and Address
of Bank]
Ladies and Gentlemen:
Reference is made to that certain credit party pledge agreement (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "Credit Party Pledge Agreement"; capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Party Pledge Agreement), dated as of January 25, 2002, among Coinmach
Corporation (the "Borrower"), each of the Guarantors listed on the signature
pages thereto or from time to time party thereto by execution of a joinder
agreement, and Bankers Trust Company, as collateral agent (in such capacity and
together with any successors in such capacity, the "Collateral Agent").
This letter supplements the Credit Party Pledge Agreement and is
delivered by the undersigned, ______________ (the "New Pledgor"), pursuant to
Section 23 of the Credit Party Pledge Agreement. The New Pledgor hereby agrees
to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and
conditions set forth in the Credit Party Pledge Agreement to the same extent
that it would have been bound if it had been a signatory to the Credit Party
Pledge Agreement on the execution date of the Credit Party Pledge Agreement and
without limiting the generality of the foregoing, hereby grants and pledges to
the Collateral Agent, as collateral security for the full, prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of the Obligations, a Lien on and security interest in, all of its
right, title and interest in, to and under the Collateral and expressly assumes
all obligations and liabilities of a Guarantor and Pledgor thereunder. The New
Pledgor hereby makes, with respect to itself, each of the representations and
warranties and agrees, with respect to itself, to each of the covenants
applicable to the Pledgors contained in the Credit Party Pledge Agreement.
Attached hereto are supplements to each of the schedules to the Credit
Party Pledge Agreement with respect to the New Pledgor. Such supplements shall
be deemed to be part of the Credit Party Pledge Agreement.
This agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all such counterparts together shall
constitute one and the same agreement.
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the New Pledgor has caused this letter agreement to
be executed and delivered by its duly authorized officer as of the date first
above written.
[NEW PLEDGOR]
By:
-----------------------------------
Name:
Title:
AGREED TO AND ACCEPTED:
BANKERS TRUST COMPANY,
as Collateral Agent
By:
-----------------------------------------
Name:
Title:
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