Exhibit 10.64
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HOLDINGS PLEDGE AGREEMENT
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PLEDGE AGREEMENT (as amended, modified or supplemented from time to
time, this "Agreement"), dated as of January 8, 1997, made by COINMACH LAUNDRY
CORPORATION (the "Pledgor"), to BANKERS TRUST COMPANY, as Collateral Agent
(together with any successor, the "Collateral Agent") for the benefit of (x) the
Banks (as hereinafter defined), the Administrative Agent (as hereinafter
defined), the Syndication Agent (as hereinafter defined), the Documentation
Agent (as hereinafter defined) and the Collateral Agent under, and any other
lenders from time to time party to, the Credit Agreement hereinafter referred to
(such Banks, the Administrative Agent, the Syndication Agent, the Documentation
Agent, the Collateral Agent and such other lenders, if any, are hereinafter
called the "Bank Creditors"), (y) if one or more Banks or any Affiliate of a
Bank enters into one or more (i) interest rate protection agreements (including,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements), (ii) foreign exchange contracts, currency swap agreements or other
similar agreements or arrangements designed to protect against the fluctuations
in currency values and/or (iii) other types of hedging agreements from time to
time (collectively, the "Interest Rate Protection or Other Hedging Agreements"),
with, or guaranteed by, the Pledgor, any such Bank or Banks or Affiliate or
Affiliates (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 or Other Hedging
Agreements, and their subsequent assigns, if any (collectively, the "Other
Creditors"), and (z) each of the individuals listed on Schedule A, as payee
under that certain Promissory Note, in the amount of $15,000,000.00 dated
January 8, 1997 (the "Seller Promissory Note") made by Coinmach Laundry
Corporation to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Seller Agent"), as agent for each of
such individuals (collectively the "Seller Creditors"; together with the Other
Creditors and the Bank Creditors, the "Secured Creditors"). Except as otherwise
defined herein, terms used herein and defined in the Credit Agreement shall be
used herein as so defined.
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R E C I T A L S :
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1. The Pledgor, Coinmach Corporation (the "Borrower"), the lenders
(the "Banks") from time to time party thereto, Bankers Trust Company, as
Administrative Agent (together with any successor, the "Administrative Agent"),
First Union National Bank of North Carolina as Syndication Agent (together with
any successor, the "Syndication Agent") and ▇▇▇▇▇▇ Commercial Paper, Inc., as
Documentation Agent (together with any successor, 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 all or any portion of the
Indebtedness under such agreement or any successor agreement, the "Credit
Agreement").
2. The Pledgor, pursuant to Section 14 of the Credit Agreement, has
provided a guaranty (the "Holdings Guaranty") of the obligations and liabilities
of the Borrower under and in connection with (x) the Credit Documents and (y)
each Interest Rate Protection or Other Hedging Agreement with one or more Other
Creditors.
3. The Pledgor may at any time and from time to time enter into, or
guarantee obligations of its Subsidiaries under, one or more Interest Rate
Protection or Other Hedging Agreements with one or more Other Creditors.
4. The Pledgor has agreed to enter into this Agreement to secure its
obligations to the Seller Creditors pursuant to the Seller Promissory Note.
5. It is a condition to each of the above-described extensions of
credit to the Borrower and its Subsidiaries that the Pledgor shall have executed
and delivered this Agreement.
6. The Pledgor desires to enter into this Agreement in order to
satisfy the condition described in the preceding paragraphs.
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A G R 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 Pledgor and other benefits accruing to the Pledgor, the
receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby
makes the following representations and warranties as of the date hereof 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 the
Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise in accordance with the terms of the
Credit Agreement) of all obligations and indebtedness (including, without
limitation, indemnities, Fees and interest thereon) of the Pledgor to the
Bank Creditors (including, without limitation, the obligations of the
Pledgor under the Holdings Guaranty), whether now existing or hereafter
incurred under, arising out of, or in connection with the Credit Agreement
and the other Credit Documents and the due performance and compliance by
the Pledgor with all of the terms, conditions and agreements contained in
the Credit Agreement and the other Credit Documents (all such principal,
interest, obligations and liabilities described in this clause (i),
collectively the "Credit Agreement Obligations");
(ii) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise in accordance with the terms of the
Credit Agreement) of all obligations and liabilities owing by the Pledgor
to the Other Creditors under, or with respect to, any Interest Rate
Protection or Other Hedging Agreement (including, without limitation, the
obligations of the Pledgor under the Holdings Guaranty), whether such
Interest Rate Protection or Other Hedging Agreement is now in existence or
hereafter arising in connection with the Credit Documents, and the due
performance and compliance by the Pledgor with all of the terms, conditions
and agreements contained therein (all such obligations and liabilities
described in this clause (ii) collectively, the "Other Obligations");
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(iii) any and all sums advanced and not repaid by the Collateral Agent
in order to preserve the Collateral (as hereinafter defined) or preserve
its security interest in the Collateral in accordance with the terms hereof
and the other Credit Documents;
(iv) in the event of any proceeding for the collection or enforcement
of any indebtedness, obligations, or liabilities of the Pledgor referred to
in clauses (i) and (ii), after an Event of Default (as such term is defined
in the Security Agreement) shall have occurred and be continuing and the
Collateral Agent has given notice under Article X of the Credit Agreement,
the commercially reasonable expenses of retaking, holding, preparing for
sale or lease, selling or otherwise disposing of or realizing on the
Collateral, or of any exercise by the Collateral Agent of its rights
hereunder, together with reasonable attorneys' fees and court costs in
accordance with the terms hereof and the other Credit Documents; and
(v) the full and prompt payment when due (whether at stated maturity,
by acceleration or otherwise) of all principal, interest and expenses
(including reasonable attorney's fees and court costs) owing by the Pledgor
to the Seller Creditors under, or with respect to, the Seller Promissory
Note (the "Seller Obligations");
all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) of this Section 1 collectively, the "Obligations," it being
acknowledged and agreed that the "Obligations" shall include extensions of
credit of the types described above, 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 at any time owned by the Pledgor of any Domestic
Corporation and (y) with respect to corporations not Domestic Corporations (each
a "Foreign Corporation"), all of the issued and outstanding shares of capital
stock at any time owned by the Pledgor of any Foreign Corporation, provided
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that, except as provided in the last sentence of this Section 2, the Pledgor
shall not be required to pledge hereunder more than 65% of the total combined
voting power of all
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classes of capital stock of any Foreign Corporation entitled to vote and (ii)
the term "Notes" shall mean (x) all promissory notes at any time issued to the
Pledgor by any of its Subsidiaries or Affiliates and (y) except as provided in
the last sentence of this Section 2, the Pledgor shall not be required to pledge
hereunder any promissory notes issued to the Pledgor by any Subsidiary of the
Pledgor which is a Foreign Corporation. 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 of any
Foreign Corporation entitled to vote, the Collateral Agent agrees to act as
bailee and custodian for the benefit of the Pledgor with respect to any portion
of such capital stock representing more than 65% of the total combined voting
power of all classes of capital stock of any Foreign Corporation 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 and Notes. The
Pledgor represents and warrants, as to the stock of corporations and promissory
notes owned by the 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
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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
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described in Part II of Schedule A hereto; and (d) the Pledgor is the holder of
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record and sole beneficial owner of the Stock and the Notes and there exist no
options or preemption rights in respect of any of the Stock. 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 the total combined voting power of all classes
of capital stock of any Foreign Corporation entitled to vote and (y) of any
promissory note issued by any Subsidiary of the Pledgor which is a Foreign
Corporation without causing the undistributed earnings of such Foreign
Corporation as determined for Federal income taxes to be treated as a deemed
dividend to the Pledgor for Federal income tax purposes, then the 65% limitation
set forth in clause (i)(y) and the limitation in the proviso of clause (ii) in
each case of this Section 2 shall no longer be applicable (or shall be adjusted
as appropriate) and the Pledgor shall duly pledge and deliver to the Collateral
Agent such of the Securities not theretofore required to be pledged
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hereunder or the Collateral Agent shall return such Securities as applicable.
Section 3. PLEDGE OF SECURITIES, ETC.
Section 3.1. Pledge. To secure the Obligations and for the purposes
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set forth in Section 1, the Pledgor (i) hereby grants to the Collateral Agent
for the benefit of (a) the Bank Creditors and the Other Creditors, a first
priority security interest in all of the Collateral (as hereinafter defined) and
(b) the Seller Creditors, a security interest (which security interest shall be
subject and subordinate in all respects to the security interest described in
clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with
the Collateral Agent the Securities owned by the 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 the 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 the
Pledgor's right, title and interest in and to such Securities (and in and to the
certificates or instruments evidencing such Securities), to be held by the
Collateral Agent as collateral security for the Obligations, upon the terms and
conditions set forth in this Agreement. The Pledgor and the Collateral Agent
acknowledge that all Collateral held by the Collateral Agent is held on behalf
of the Secured Creditors.
The Seller Creditors agree that, so long as any of the Obligations
owing to the Bank Creditors or the Other Creditors remain outstanding, the
security interest described in clause (i)(b) in the preceding paragraph shall
not entitle them to foreclosure or any other right or remedy in respect of the
Collateral without the consent of the Bank Creditors and the Other Creditors,
provided that the foregoing shall in no event limit the right of the Seller
Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to
the extent required by applicable law, participate in any foreclosure or
enforcement proceeding; provided that such participation shall not confer any
rights (including any rights relating to the direction of or the providing of
consents in connection with any such proceeding) on the Seller Creditors other
than as set forth above. The Seller Creditors also agree that, so long as any
of the Obligations
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owing to the Bank Creditors or the Other Creditors remain outstanding, the
Collateral Agent shall not, by reason of such security interest of the Seller
Creditors, have any duty, express or implied, to provide any notices to the
Seller Creditors in respect of the Collateral or their interests therein or to
take any other action not expressly set forth herein.
Section 3.2. Subsequently Acquired Securities. If the Pledgor shall
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acquire (by purchase, stock dividend or otherwise) any additional Securities at
any time or from time to time after the date hereof, the Pledgor will promptly
thereafter 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 the 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 deliver to the
Collateral Agent a certificate executed by a principal executive officer of the
Pledgor describing such Securities and certifying that the same has been duly
pledged with the Collateral Agent hereunder. Subject to the last sentence of
Section 2, the Pledgor shall not be required at any time to pledge hereunder any
promissory notes issued to the Pledgor by a Subsidiary which is a Foreign
Corporation or more than 65% of the total combined voting power of all classes
of capital stock of any Foreign Corporation entitled to vote.
Section 3.3. Uncertificated Securities. Notwithstanding anything to
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the contrary contained in Sections 3.1 and 3.2, if any Securities (whether now
owned or hereafter acquired) are uncertificated securities, the Pledgor shall
promptly notify the Collateral Agent thereof, and shall promptly take all
actions reasonably required to perfect the security interest of the Collateral
Agent under applicable law (including, in any event, under Sections 8-313 and 8-
321 of the New York Uniform Commercial Code if applicable). The Pledgor further
agrees to take such actions as the Collateral Agent deems reasonably necessary
or desirable to effect the foregoing 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
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uncertificated Securities promptly upon the reasonable request of the Collateral
Agent.
Section 3.4. Definitions of Pledged Stock; Pledged Notes; Pledged
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Securities and Collateral. All Stock at any time pledged or required to be
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pledged hereunder is hereinafter called the "Pledged Stock;" all Notes at any
time pledged or required to be pledged hereunder are hereinafter called the
"Pledged Notes;" all Pledged Stock and Pledged Notes together are called the
"Pledged Securities;" and the Pledged Securities, together with all proceeds
thereof, including any securities and moneys received and at any time held by
the Collateral Agent hereunder, are hereinafter called the "Collateral."
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 Collateral Agent, for the purpose of retaining physical
possession of the Pledged Securities on behalf of the Collateral Agent, which
may be held (in the reasonable discretion of the Collateral Agent) in the name
of the 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 Pledgor in accordance with
Article X of the Credit Agreement, the 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
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consent, waiver or ratification given or any action taken which would violate,
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 the 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 Pledgor in
accordance with Article X of the Credit Agreement, and Section 7 hereof shall
become applicable.
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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 Pledgor in accordance with Article X of
the Credit Agreement, all cash dividends and distributions payable in respect of
the Pledged Stock and all payments in respect of the Pledged Notes shall be paid
to the Pledgor. The Collateral Agent shall be entitled to receive directly, and
to retain as part of the Collateral:
(a) all other or additional stock or securities (other than cash) paid
or distributed by way of dividend or otherwise, as the case may be, in
respect of the Pledged Stock;
(b) all other or additional stock or other securities paid (other than
cash) or distributed in respect of the Pledged Stock 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 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 the 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 the
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 Pledgor in accordance with Article X 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 or Other
Hedging Agreement or by law) for the protection and enforcement of its rights in
respect of the Collateral, and
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the Collateral Agent shall be entitled to exercise all the rights and remedies
of a secured party under the Uniform Commercial Code 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 Pledgor;
(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 (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 (the Pledgor hereby irrevocably constituting and
appointing the Collateral Agent the proxy and attorney-in-fact of the
Pledgor, with full power of substitution to do so upon the occurrence and
during the continuance of an Event of Default provided that the Collateral
Agent has delivered written notice to the Pledgor in accordance with
Article X 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 the 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
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time and place of any such sale shall be given to the Pledgor. The
Collateral Agent shall not be obligated to make any such sale of Collateral
regardless of whether
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any such notice of sale has theretofore been given. The 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 the 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 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 or Other Hedging Agreements or now or hereafter
existing at law or in equity or by statute or otherwise 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 the 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.
Section 9. APPLICATION OF PROCEEDS. All moneys collected by the
Collateral Agent upon any sale or other
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disposition of the Collateral, together with all other moneys received by the
Collateral Agent hereunder, shall be applied as follows:
(i) first, to the payment of all Obligations owing to the Collateral
Agent of the type described in clauses (iii) and (iv) of Section 1 of this
Agreement;
(ii) second, to the extent moneys remain after the application
pursuant to the preceding clause (i), an amount equal to the outstanding
Primary Obligations (as hereinafter defined) shall be paid to the Secured
Creditors (other than the Seller Creditors) as provided in Section 9(e),
with each Secured Creditor (other than the Seller Creditors) receiving an
amount equal to its outstanding Primary Obligations or, if the proceeds are
insufficient to pay in full all such Primary Obligations, its Pro Rata
Share of the amount remaining to be distributed;
(iii) third, to the extent proceeds remain after the application
pursuant to the preceding clauses (i) and (ii), an amount equal to the
outstanding Secondary Obligations (as hereinafter defined) shall be paid to
the Secured Creditors (other than the Seller Creditors) as provided in
Section 9(e), with each Secured Creditor (other than the Seller Creditors)
receiving an amount equal to its outstanding Secondary Obligations or, if
the proceeds are insufficient to pay in full all such Secondary
Obligations, its Pro Rata Share of the amount remaining to be distributed;
and
(iv) fourth, to the extent proceeds remain after the application
pursuant to the preceding clauses (i), (ii) and (iii), an amount equal to
the outstanding Seller Obligations (as hereinafter defined) shall be paid
to the Seller Creditors as provided in section 9(e), with each Seller
Creditor receiving an amount equal to its outstanding Seller Obligations
or, if the proceeds are insufficient to pay in full all of the Seller
Obligations, its Pro Rata Share of the amount remaining to be distributed;
and
(v) fifth, to the extent proceeds remain after the application
pursuant to the preceding clauses (i) - (iv) and following the termination
of this Agreement, to the Pledgor or as required by applicable law.
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(b) For purposes of this Agreement (w) "Pro Rata Share" shall mean,
when calculating a Secured Creditor's portion of any distribution or amount,
that amount (expressed as a percentage) equal to a fraction the numerator of
which is the then unpaid amount of such Secured Creditor's Primary Obligations
or Secondary Obligations, as the case may be, and the denominator of which is
the then outstanding amount of all Primary Obligations or Secondary Obligations,
as the case may be, (x) "Primary Obligations" shall mean (i) in the case of the
Credit Agreement Obligations, all principal of, and interest on, all Loans, all
Unpaid Drawings theretofore made (together with all interest accrued thereon),
the aggregate Stated Amounts of all Letters of Credit issued under the Credit
Agreement, and all Fees and (ii) in the case of the Interest Rate Protection
Obligations, all amounts due under the Interest Rate Protection or Other Hedging
Agreements (other than indemnities, fees (including, without limitation,
reasonable attorneys' fees) and similar obligations and liabilities), (y)
"Secondary Obligations" shall mean all Obligations other than Primary
Obligations and (z) "Seller Obligations" shall mean all principal, interest and
expenses (including reasonable attorney's fees and court costs) owing to any
Seller Creditor under the Seller Promissory Note.
(c) When payments to Bank Creditors or Other Creditors are based upon
their respective Pro Rata Shares, the amounts received by such Bank Creditors or
Other Creditors hereunder shall be applied (for purposes of making
determinations under this Section 9 only) (i) first, to their Primary
Obligations and (ii) second, to their Secondary Obligations. If any payment to
any Secured Creditor of its Pro Rata Share of any distribution would result in
overpayment to such Secured Creditor, such excess amount shall instead be
distributed in respect of the unpaid Primary Obligations, Secondary Obligations
or Seller Obligations, as the case may be, of the other Secured Creditors, with
each Secured Creditor whose Primary Obligations, Secondary Obligations or Seller
Obligations, as the case may be, have not been paid in full to receive an amount
equal to such excess amount multiplied by a fraction the numerator of which is
the unpaid Primary Obligations, Secondary Obligations or Seller Obligations, as
the case may be, of such Secured Creditor and the denominator of which is the
unpaid Primary Obligations, Secondary Obligations or Seller Obligations, as the
case may be, of all Secured Creditors entitled to such distribution.
(d) Each of the Secured Creditors agrees and acknowledges that if the
Bank Creditors are to receive a
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distribution on account of undrawn amounts with respect to Letters of Credit
issued under the Credit Agreement (which shall only occur after all outstanding
Loans and Unpaid Drawings with respect to such Letters of Credit have been paid
in full), such amounts shall be paid to the Administrative Agent under the
Credit Agreement and held by it, for the equal and ratable benefit of the Bank
Creditors, as cash security for the repayment of Obligations owing to the Bank
Creditors as such. If any amounts are held as cash security pursuant to the
immediately preceding sentence, then upon the termination of all outstanding
Letters of Credit, and after the application of all such cash security to the
repayment of all Obligations owing to the Bank Creditors after giving effect to
the termination of all such Letters of Credit, if there remains any excess cash,
such excess cash shall be distributed by the Administrative Agent to the
Collateral Agent in accordance with Section 9(a) hereof.
(e) Except as set forth in Section 9(d) hereof, all payments required
to be made hereunder shall be made (i) if to the Bank Creditors, to the
Administrative Agent under the Credit Agreement for the account of the Bank
Creditors, (ii) if to the Other Creditors, to the trustee, paying agent or other
similar representative (each a "Representative") for the Other Creditors or, in
the absence of such a Representative, directly to the Other Creditors and (iii)
if to the Seller Creditors, to the Seller Agent under the Seller Promissory Note
for the benefit of the Seller Creditors.
(f) For purposes of applying payments received in accordance with
this Section 9, the Collateral Agent shall be entitled to rely upon (i) the
Administrative Agent under the Credit Agreement, (ii) the Seller Agent under the
Seller Promissory Note and (iii) the Representative for the Other Creditors or,
in the absence of such a Representative or Seller Agent, upon the Other
Creditors or the Seller Creditors, as the case may be, for a determination
(which the Administrative Agent, each Representative for any Secured Creditors,
the Seller Agent and the Secured Creditors agree (or shall agree) to provide
upon request of the Collateral Agent) of the outstanding Primary Obligations and
Secondary Obligations owed to the Bank Creditors or the Other Creditors and the
outstanding Seller Obligations owing to the Seller Creditors, as the case may
be. Unless it has actual knowledge (including by way of written notice from a
Bank Creditor or an Other Creditor) to the contrary, the Administrative Agent
and each Representative, in furnishing information pursuant to the preceding
sentence, and the Collateral Agent, in acting hereunder, shall be entitled to
assume that no
Page 15
Secondary Obligations are outstanding. Unless it has actual knowledge
(including by way of written notice from an Other Creditor) to the contrary, the
Collateral Agent, in acting hereunder, shall be entitled to assume that no
Interest Rate Protection or Other Hedging Agreements are in existence.
(g) It is understood and agreed that the Pledgor shall remain liable
to the extent of any deficiency between the amount of the proceeds of the
Collateral hereunder and the aggregate amount of the sums referred to in clauses
(i), (ii), (iii) and (iv) of Section 9(a), except to the extent that such
proceeds are not applied by the Collateral Agent in accordance with this
Agreement and the Credit 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. The Pledgor agrees to indemnify and hold
harmless the Collateral Agent, the Seller Agent and each Secured Creditor and
their respective successors, assigns, employees, agents and servants (each, an
"Indemnitee"; collectively, the "Indemnities") 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 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 the Pledgor under this Section 11 are unenforceable for any
reason, the Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable law.
Page 16
Section 12. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) The Pledgor
agrees that it will join with the Collateral Agent in executing and, at its own
expense, file and refile under the Uniform Commercial Code 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 the Pledgor where permitted by law, 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) The Pledgor hereby appoints the Collateral Agent the Pledgor's
attorney-in-fact, with full authority in the place and stead of the Pledgor and
in the name of the 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 Pledgor in accordance with
Article X of the Credit Agreement, in the Collateral Agent's reasonable
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. The Pledgor will not sell or
otherwise dispose of, grant any option with respect to, or mortgage, pledge or
otherwise encumber any of
Page 17
the Collateral or any interest therein (except as may be permitted in accordance
with the terms of the Credit Agreement).
15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The
Pledgor represents and warrants that as of the date hereof (a) 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 Securities pledged hereunder, subject
to no Lien (except the Lien created by this Agreement); (b) it has full
corporate power, authority and legal right to pledge all the Securities pursuant
to this Agreement; (c) this Agreement has been duly authorized, executed and
delivered by the Pledgor and constitutes a legal, valid and binding obligation
of the Pledgor enforceable in accordance with its terms, except to the extent
that the enforceability hereof may be 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); (d) except to the extent already obtained or
made, no consent of any other party (including, without limitation, any
stockholder or creditor of the 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 the Pledgor in connection with (i) the
execution, delivery or performance of this Agreement, (ii) the validity or
enforceability of this Agreement, (iii) the perfection or enforceability of the
Collateral Agent's security interest in the Collateral or (iv) 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; (e) 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 the Pledgor, or of the Certificate
of Incorporation or By-Laws of the Pledgor or of any securities issued by the
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 the Pledgor or any of its Subsidiaries is a
party or which purports to be binding upon the Pledgor or any of its
Subsidiaries or upon any of their respective 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 material assets of the
Page 18
Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (f)
all the shares of the Stock have been duly and validly issued, are fully paid
and non-assessable and are subject to no options to purchase or similar rights;
(g) each of the Pledged Notes to the extent executed by the Borrower 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 (h) the pledge, collateral assignment and delivery to the
Collateral Agent of the Securities (other than uncertificated securities)
pursuant to this Agreement creates (i) a valid and perfected first priority Lien
in the Securities, and the proceeds thereof in favor of the Collateral Agent for
the benefit of the Bank Creditors and the Other Creditors 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 Securities other than
the lien and security interest described in clause (h)(ii) below and (ii) a
valid and perfected security interest in favor of the Collateral Agent for the
benefit of the Seller Creditors, which Lien and security interest is subject and
subordinate to the Lien and security interest described in clause (h)(i) above.
The 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 Securities and the proceeds thereof against the claims and demands of all
persons whomsoever; and the 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.
Section 16. PLEDGOR'S OBLIGATIONS ABSOLUTE, ETC. The obligations of
the 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 or Other
Page 19
Hedging Agreements, the Seller Promissory Note 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 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 the Pledgor or any Subsidiary of the 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 the Pledgor shall have notice
or knowledge of any of the foregoing.
Section 17. REGISTRATION, ETC. (a) If there shall have occurred and
be continuing an Event of Default and acceleration of the Notes then, and in
every such case, upon receipt by the Pledgor from the Collateral Agent of a
written request or requests that the Pledgor cause any registration,
qualification or compliance under any Federal or any state securities law or
laws to be effected with respect to all or any part of the Pledged Stock, the
Pledgor as soon as practicable and at its expense will use its commercially
reasonable efforts to cause such registration to be declared effective (and be
kept effective) and will use its commercially reasonable efforts to cause such
qualification and compliance to be declared effective (and be kept effective) as
may be so requested and as would permit or facilitate the sale and distribution
of such Pledged Stock, including, without limitation, registration under the
Securities Act of 1933, as then in effect (or any similar statute then in
effect), appropriate qualifications under applicable blue sky or other state
securities laws and appropriate compliance with any other government
requirements, provided that the Collateral Agent shall furnish to the Pledgor
--------
such information regarding the Collateral Agent as the Pledgor may request in
writing and as shall be required in connection with any such registration,
qualification or compliance. Any such registration shall be effected in
accordance with customary underwriting practices and in compliance with
applicable law. The Pledgor will cause the Collateral Agent to be kept advised
in writing as to the
Page 20
progress of each such registration, qualification or compliance and as to the
completion thereof, will furnish to the Collateral Agent such number of
prospectuses, offering circulars or other documents incident thereto as the
Collateral Agent from time to time may reasonably request, and will indemnify
the Collateral Agent and all others participating in the distribution of such
Pledged Stock against all claims, losses, damages and liabilities caused by any
untrue statement (or alleged untrue statement) of a material fact contained
therein (or in any related registration statement, notification or the like) or
by any omission (or alleged omission) to state therein (or in any related
registration statement, notification or the like) a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as the same may have been caused by an untrue statement or
omission based upon information furnished in writing to the Pledgor by the
Collateral Agent expressly for use therein.
(b) 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 ▇▇▇▇▇
▇▇▇▇▇ 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.
Page 21
Section 18. TERMINATION; RELEASE. (a) If the Seller Obligations
have been paid in full as of 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 Pledgor, will execute and
deliver to the Pledgor a proper instrument or instruments acknowledging the
satisfaction and termination of this Agreement, and will duly assign, transfer
and deliver to the 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 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 moneys 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
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.
If any Seller Obligations remain outstanding as of the Termination
Date, (x) Bankers Trust Company or any successor thereto shall cease to be the
Collateral Agent and shall be relieved of all obligations hereunder, (y) the
Seller Agent shall become the Collateral Agent succeeding to all of the rights
and obligations of Bankers Trust Company or its successor and (z) Bankers Trust
company shall deliver to the Seller Agent the certificates and instruments
representing the Pledged stock and the Pledged Notes, together with any stock
powers or other instruments of transfer then in the Collateral Agent's
possession.
(b) Notwithstanding anything to the contrary contained above, upon the
presentment of satisfactory evidence to the Collateral Agent in its sole
discretion that all obligations evidenced by any Pledged Note have been repaid
in full, and that any payments received by the Pledgor were permitted to be
received by the Pledgor pursuant to Section 6 hereof, the Collateral Agent
shall, upon the request and at the expense of the Pledgor, duly assign, transfer
and deliver to the 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
Page 22
sub-agents and has not theretofore been sold or otherwise applied or released
pursuant to this Agreement.
(c) At any time that the Pledgor desires that Collateral be released
as provided in the foregoing sub-section (a) or (b), 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) or (b).
(d) 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 such 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 the Pledgor, at:
Coinmach Laundry Corporation
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇ Kill & Olick, P.C.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(b) if to the Collateral Agent, at:
Page 23
Bankers Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. Prior
(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;
(d) if to any Other Creditor at such address as such Other Creditor
shall have specified in writing to the Pledgor and the Collateral Agent;
(e) if to any Seller Creditor at such address as such Seller Creditor
shall have specified in writing to the Pledgor 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 Pledgor, 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)
and the Seller Agent to the extent such change, waiver or modification affects
the rights of the Seller Creditors as described herein; 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.
Page 24
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 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
the Pledgor and pursuant to and upon all the representations, warranties,
covenants and agreements on the part of the Pledgor contained herein, in the
other Credit Documents, in the Interest Rate Protection or Other Hedging
Agreements, the Seller Promissory Note and otherwise in writing in connection
herewith or therewith.
Page 25
IN WITNESS WHEREOF, the 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 LAUNDRY CORPORATION
as Pledgor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
BANKERS TRUST COMPANY, as
Collateral Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as
Seller Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
Page 26
SCHEDULE A
Part I. Pledged Stock
-------------
Percentage of
Outstanding Shares
Name of Issuing Corporation Type of Shares Number of Shares of Capital Stock
----------------------------- -------------- ---------------- ------------------
Coinmach Corporation Common Stock, 100 100%
par value
$.01 per Share
Part II. Pledged Notes
-------------
NONE