Common use of Pledged Interests Clause in Contracts

Pledged Interests. Pledged Entity Percentage of Outstanding -------------- Membership Units Pledged ------------------------ Action Sports Image, LLC 100% * Post closing delivery EXHIBIT B TO PLEDGE AGREEMENT JOINDER TO PLEDGE AGREEMENT The undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of October 2, 2000 (the "Pledge Agreement") in favor of American National Bank and Trust Company of Chicago, a national banking association ("Pledgee"), as agent for the benefit of the "Lenders" (as such term is defined therein), by executing this Joinder, hereby acknowledges that Pledgor legally and beneficially owns all of the issued and outstanding [shares of capital stock of _____________, a __________ corporation] [membership interests of _______________________, a _________________ limited liability company] ("Subsidiary"). Pledgor hereby agrees and acknowledges that Subsidiary is a Subsidiary pursuant to the terms of the Pledge Agreement, and the [Shares] [Interests] (as hereinafter defined) shall be deemed Pledged [Shares] [INTERESTS] pursuant to the Pledge Agreement. Pledgor hereby represents and warrants to Pledgee that (i) [all of the capital stock of Subsidiary now owned by Pledgor ("Shares") is presently represented by the stock certificates listed below, which stock certificates, with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith,] [the membership interests listed below are uncertificated] and (ii) after giving effect to this Joinder, the representations and warranties set forth in Section 3 of the Pledge Agreement are true, complete and correct as of the date hereof. [PLEDGED SHARES] Stock Percentage of Certificate Number of Shares Outstanding Pledged Entity Class of Stock Numbers Pledged Shares Pledged -------------- -------------- ------- ------- -------------- [PLEDGED INTERESTS] Percentage of Outstanding ------------------------- Pledged Entity Interests Pledged -------------- -----------------

Pledged Interests. Pledged Entity Percentage of Outstanding -------------- ------------------------- Membership Units Pledged ------------------------ Action Sports Image, LLC 100% * Post closing delivery None EXHIBIT B TO PLEDGE AGREEMENT JOINDER TO PLEDGE AGREEMENT The undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of October 2, 2000 (the "Pledge Agreement") in favor of American National Bank and Trust Company of Chicago, a national banking association ("Pledgee"), as agent for the benefit of the "Lenders" (as such term is defined therein), by executing this Joinder, hereby acknowledges that Pledgor legally and beneficially owns all of the issued and outstanding [shares of capital stock of _____________, a __________ corporation] [membership interests of _______________________, a _________________ limited liability company] ("Subsidiary"). Pledgor hereby agrees and acknowledges that Subsidiary is a Subsidiary pursuant to the terms of the Pledge Agreement, and the [Shares] [Interests] (as hereinafter defined) shall be deemed Pledged [Shares] [INTERESTS] pursuant to the Pledge Agreement. Pledgor hereby represents and warrants to Pledgee that (i) [all of the capital stock of Subsidiary now owned by Pledgor ("Shares") is presently represented by the stock certificates listed below, which stock certificates, with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith,] [the membership interests listed below are uncertificated] and (ii) after giving effect to this Joinder, the representations and warranties set forth in Section 3 of the Pledge Agreement are true, complete and correct as of the date hereof. [PLEDGED SHARES] Stock Percentage of Certificate Number of Shares Outstanding Pledged Entity Class of Stock Numbers Pledged Shares Pledged -------------- -------------- ------- ------- -------------- [PLEDGED INTERESTS] Pledged Entity Percentage of Outstanding ------------------------- Pledged Entity -------------- Interests Pledged -------------- ------------------------------------------

Pledged Interests. Pledged Entity Name of Issuing Non- Percentage of all Outstanding -------------- Membership Units Pledged ------------------------ Action Sports ImageCorporate Entity Type of Interest Certificate No(s). Interest of Issuer -------------------- ---------------- ----------------- ----------------------------- SCHEDULE B Organizational Type of Jurisdiction of Identification Chief Executive Principal Place of Organization Organization Number Office Business ------------ --------------- --------------- --------------- ------------------- EXHIBIT 1 This Pledge Amendment, LLC 100% * Post closing delivery EXHIBIT B TO PLEDGE AGREEMENT JOINDER TO PLEDGE AGREEMENT The undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of October 2, 2000 (the "Pledge Agreement") in favor of American National Bank and Trust Company of Chicago, a national banking association ("Pledgee"), as agent for the benefit of the "Lenders" (as such term is defined therein), by executing this Joinder, hereby acknowledges that Pledgor legally and beneficially owns all of the issued and outstanding [shares of capital stock of _____________, a __________ corporation] [membership interests of _______________________, a _________________ limited liability company] ("Subsidiary")is delivered pursuant to Section 3.2 of the Agreement referred to below. Pledgor The undersigned hereby agrees and acknowledges that Subsidiary is a Subsidiary pursuant this Pledge Amendment may be attached to the HOLDINGS 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 of used herein and not defined have the meanings ascribed to them in the Agreement) and that the Pledged Securities listed on this Pledge Agreement, and the [Shares] [Interests] (as hereinafter defined) Amendment shall be deemed Pledged [Shares] [INTERESTS] pursuant to the Pledge Agreement. Pledgor hereby represents be and warrants to Pledgee that (i) [all shall become part of the capital stock of Subsidiary now owned by Collateral and shall secure all Obligations. -------------------------------------------, as Pledgor ("Shares") is presently represented by the stock certificates listed below, which stock certificates, with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith,] [the membership interests listed below are uncertificated] and (ii) after giving effect to this Joinder, the representations and warranties set forth in Section 3 of the Pledge Agreement are true, complete and correct as of the date hereof. [By: ----------------------------------------- Name: Title: Part I. PLEDGED SHARES] Stock STOCK Percentage of Certificate all Outstanding Shares of Name of Issuing Corporation Type of Shares Number of Shares Outstanding Pledged Entity Class Certificate No(s). Capital Stock of Stock Numbers Pledged Shares Pledged Issuer --------------------------- -------------- ---------------- ------------------ ----------------------- Part II. PLEDGED NOTES Name of Issuer Principal Amount Date of Issuance Interest Rate Maturity Date -------------- ------- ------- -------------- [PLEDGED INTERESTS] Percentage of Outstanding ------------------------- Pledged Entity Interests Pledged -------------- --------------------------------- ---------------- ------------- -------------

Pledged Interests. Pledged Entity 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 ---------- ------------ --------------- -------------- Membership Units Pledged ------------------------ Action Sports Image--------------- --------------- EXHIBIT 1 PLEDGE AMENDMENT This Pledge Amendment, LLC 100% * Post closing delivery EXHIBIT B TO PLEDGE AGREEMENT JOINDER TO PLEDGE AGREEMENT The undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of October 2, 2000 (the "Pledge Agreement") in favor of American National Bank and Trust Company of Chicago, a national banking association ("Pledgee"), as agent for the benefit of the "Lenders" (as such term is defined therein), by executing this Joinder, hereby acknowledges that Pledgor legally and beneficially owns all of the issued and outstanding [shares of capital stock of _____________, a __________ corporation] [membership interests of _______________________, 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 ---------------------- -------------- -------- ------- ------------ 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 -------------------- ---------------- ---------------- --------------------- 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, ______________ limited liability company] (the "SubsidiaryNew Pledgor"), pursuant to Section 23 of the Credit Party Pledge Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and acknowledges that Subsidiary is as a Subsidiary pursuant to the terms of the Pledge Agreement, and the [Shares] [Interests] (as hereinafter defined) shall be deemed Pledged [Shares] [INTERESTS] pursuant to the Pledge Agreement. Pledgor hereby represents and warrants to Pledgee that (i) [by all of the capital stock 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 Subsidiary now owned 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 ("Shares") is presently represented by the stock certificates listed below, which stock certificatesthereunder. The New Pledgor hereby makes, with undated stock powers duly executed in blank by Pledgorrespect to itself, are being delivered to Pledgee simultaneously herewith,] [the membership interests listed below are uncertificated] and (ii) after giving effect to this Joinder, each of the representations and warranties set forth in Section 3 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 are true, complete and correct as with respect to the New Pledgor. Such supplements shall be deemed to be part of the date hereofCredit Party Pledge Agreement. [PLEDGED SHARES] Stock Percentage This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of Certificate Number counterparts and by different parties hereto in separate counterparts, each of Shares Outstanding Pledged Entity Class of Stock Numbers Pledged Shares Pledged -------------- -------------- ------- ------- -------------- [PLEDGED INTERESTS] Percentage of Outstanding ------------------------- Pledged Entity Interests Pledged -------------- -----------------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.

Pledged Interests. Pledged Entity Percentage of Outstanding -------------- ------------------------- Membership Units Pledged ------------------------ Action Sports Image------------------------- The Fan Club Company, LLC 100% * Post closing delivery EXHIBIT B TO PLEDGE AGREEMENT L.L.C. goracing Direct Sales, L.L.C. JOINDER TO PLEDGE AGREEMENT The undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of October 2, 2000 (the "Pledge Agreement") in favor of American National Bank and Trust Company of Chicago, a national banking association ("Pledgee"), as agent for the benefit of the "Lenders" (as such term is defined therein), by executing this Joinder, hereby acknowledges that Pledgor legally and beneficially owns all of the issued and outstanding [shares of capital stock of _____________, a __________ corporation] [membership interests of _______________________, a _________________ limited liability company] ("Subsidiary"). Pledgor hereby agrees and acknowledges that Subsidiary is a Subsidiary pursuant to the terms of the Pledge Agreement, and the [Shares] [Interests] (as hereinafter defined) shall be deemed Pledged [Shares] [INTERESTS] pursuant to the Pledge Agreement. Pledgor hereby represents and warrants to Pledgee that (i) [all of the capital stock of Subsidiary now owned by Pledgor ("Shares") is presently represented by the stock certificates listed below, which stock certificates, with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith,] [the membership interests listed below are uncertificated] and (ii) after giving effect to this Joinder, the representations and warranties set forth in Section 3 of the Pledge Agreement are true, complete and correct as of the date hereof. [PLEDGED SHARES] Stock Percentage of Certificate Number of Shares Outstanding Pledged Entity Class of Stock Numbers Pledged Shares Pledged -------------- -------------- ------- ------- ----------- ---------------- -------------- [PLEDGED INTERESTS] Pledged Entity Percentage of Outstanding ------------------------- Pledged Entity -------------- Interests Pledged -------------- ------------------------------------------