exv10w3



 





Exhibit 10.3




FORM OF MASTER SECURITIES PLEDGE AGREEMENT




     This MASTER SECURITIES PLEDGE AGREEMENT (this “Agreement”) is made as of September 21,
2007, by and among [HARRIS INTERACTIVE INC., a Delaware corporation (hereinafter, the
“Borrower”)], [Please identify other entities that will be party to this Agreement] and
each other party as shall from time to time become a party hereto pursuant to Section 24
hereof (each other party, [Borrower and ___] being hereafter referred to from time to time,
individually, as a “Pledgor” and collectively, as the “Pledgors”), and JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (hereinafter, in such capacity, the
“Administrative Agent”) for itself and the other lending institutions (hereinafter,
collectively, the “Lenders”) which are or may become party to that certain Credit
Agreement, dated as of September 21, 2007 (as amended, supplemented, restated, or otherwise
modified and in effect from time to time, the “Credit Agreement”) among the Borrower, the
Lenders party thereto, the Administrative Agent, and J.P. Morgan Securities Inc. as Sole Bookrunner
and Sole Lead Arranger.



     WHEREAS, each Pledgor is the direct legal and beneficial owner of all of the issued and
outstanding Equity Interests of each of the entities opposite such Pledgor on Annex
A hereto (the “Subsidiaries”); and



     WHEREAS, it is a condition precedent to the Lenders’ making of Loans and otherwise extending
credit to and issuing, extending, or renewing Letters of Credit for the benefit of the Borrower
under the Credit Agreement and in connection therewith permitting certain transactions involving
the Pledgors and their respective Subsidiaries thereunder that the Pledgors execute and deliver to
the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a pledge
agreement in substantially the form hereof; and



     WHEREAS, each Pledgor wishes to grant pledges and security interests in favor of the
Administrative Agent, for the benefit of the Lenders and the Administrative Agent, as herein
provided;



     NOW, THEREFORE, in consideration of the premises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:



     1. Pledge of Securities, etc.




     1.1. Pledge of Securities. Each Pledgor hereby pledges, assigns, grants a
security interest in, and delivers to the Administrative Agent, for the benefit of the
Lenders and the Administrative Agent, all the right, title and interest



 









 







of such Pledgor in and to all of the shares of capital stock, partnership interests,
limited liability company membership units or other units of equity ownership of every
class of those of its Subsidiaries listed on Annex A hereto, whether now
owned or hereafter acquired or arising, as more fully described on Annex A,
including without limitation, with respect to any Subsidiary which is a limited liability
company or partnership, (a) all payments or distributions, whether in cash, property or
otherwise, at any time owing or payable to such Pledgor on account of its interest as a
member or partner, as the case may be, in its Subsidiaries or in the nature of a
management, investment banking or other fee paid or payable by any of the Subsidiaries to
such Pledgor, (b) all of such Pledgor’s rights and interests under each of the partnership
agreements or operating agreements, as applicable, including all voting and management
rights and all rights to grant or withhold consents or approvals, (c) all rights of access
and inspection to and use of all books and records, including computer software and
computer software programs, of each of the Subsidiaries, (d) all other rights, interests,
property or claims to which such Pledgor may be entitled in its capacity as a partner or a
member of any Subsidiary of such Pledgor, and (e) all proceeds, income from, increases in
and products of any of the foregoing to be held by the Administrative Agent, for the
benefit of the Lenders and the Administrative Agent, subject to the terms and conditions
hereinafter set forth. The certificates for such shares, membership units, partnership
interests or other units of equity ownership of every class of the capital stock or other
Equity Interest of its Subsidiaries, to the extent that such interests are represented by
certificates, accompanied by stock powers or other appropriate instruments of assignment
thereof duly executed in blank by such Pledgor, have been delivered to the Administrative
Agent, and each Pledgor shall have taken all actions as required by applicable law to
create and maintain a legal, valid, and enforceable first priority security interest in the
Securities Collateral. Notwithstanding the foregoing, (a) no domestic Pledgor shall be
required to pledge (i) more than sixty-six percent (66%) of the shares of capital stock,
partnership interests, limited liability company membership units or other units of equity
ownership of every class of any of its first tier Foreign
Subsidiaries, and (ii) any of the shares of capital stock, partnership interests, limited liability company membership units
or units of equity ownership of every class of any Foreign Subsidiary that is not a first
tier Foreign Subsidiary; and (b) no Foreign Subsidiary shall be required to pledge any of
the shares of capital stock, partnership interests, limited liability company membership
units or other units of equity ownership of every class of any of its direct or indirect
Foreign Subsidiaries.




     1.2. Additional Securities. In case any Pledgor shall acquire any additional
capital stock or other equity interest of any Subsidiary of such Pledgor or corporation,
partnership, limited liability company or other entity which is the successor of any
Subsidiary of such Pledgor, or any securities exchangeable for or convertible into shares
of such capital stock or other equity interest of any class of any Subsidiary of such
Pledgor, by purchase, stock dividend, stock split or otherwise, then such capital stock or
other equity interests shall be subject to the



2









 







pledge, assignment and security interest granted to the Administrative Agent, for the
benefit of the Lenders and the Administrative Agent, under this Agreement and such Pledgor
shall forthwith deliver to the Administrative Agent any certificates therefor, accompanied
by stock powers or other appropriate instruments of assignment duly executed by such
Pledgor in blank, and shall take all action necessary or advisable in the reasonable
opinion of the Administrative Agent to create and maintain a legal, valid, and enforceable
first priority security interest in such Securities Collateral under applicable law. Each
Pledgor agrees that the Administrative Agent may from time to time attach as Annex
A hereto an updated list of the shares of capital stock or other equity interests
at the time pledged with the Administrative Agent hereunder.




     1.3. Pledge of Cash Collateral Account. Each Pledgor also hereby pledges,
assigns, grants a security interest in, and delivers to the Administrative Agent, for the
benefit of the Lenders and the Administrative Agent, the Cash Collateral Account and all of
the Cash Collateral as such terms are hereinafter defined.




     1.4. Waiver of Certain Partnership Agreement, Operating Agreement or Other
Governing Documents Provisions. Each Pledgor irrevocably waives any and all provisions
of the partnership agreements, operating agreements, memorandum and articles of association
or other applicable agreements of each Subsidiary of such Pledgor (as applicable) that (a)
prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of
the Securities Collateral (as such term is hereinafter defined) or any enforcement action
which may be taken in respect of any such Lien or (b) otherwise conflict with the terms of
this Agreement.



     2. Definitions. The term “Obligations” and all other capitalized terms used herein
without definition shall have the respective meanings provided therefor in the Credit Agreement;
provided, however, for purposes of this Agreement the term “Subsidiary(ies)” shall be limited to
those Subsidiaries listed on Annex A. Terms used herein and not defined in the
Credit Agreement or otherwise defined herein that are defined in the UCC (as defined below) have
such defined meanings herein (with terms used in Article 9 controlling over terms used in another
Article), unless the context otherwise indicates or requires, and the following terms shall have
the following meanings:




     Cash Collateral. See Section 4.




     Cash Collateral Account. See Section 4.




     Securities. Includes the shares of stock, membership interests, partnership
interests or other equity interests described in Annex A attached hereto
and any additional shares of stock, membership interests, partnership interests or other



3









 







equity interests at the time pledged with the Administrative Agent hereunder and the
interests described in clauses (a)-(e) of Section 1.1 of this Agreement.




     Securities Collateral. The property at any time pledged to the Administrative
Agent hereunder (whether described herein or not) and all income therefrom, increases
therein and proceeds thereof, including without limitation that included in Cash
Collateral. The term does not include any income, increases or proceeds received by any
Pledgor to the extent expressly permitted by Section 7.




     Time Deposits. See Section 4.




     UCC. The Uniform Commercial Code as the same may from time to time be in
effect in the State of New York (and each reference in this Agreement to an Article thereof
shall refer to that Article as from time to time in effect); provided, that in the
event that, by reason of mandatory provisions of law, any or all of the attachment,
perfection, non-perfection or priority of the Administrative Agent’s security interest in
any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction
other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code
(including the Articles thereof) as in effect at such time in such other jurisdiction for
purposes of the provisions hereof relating to such attachment, perfection, non-perfection
or priority and for purposes of definitions related to such provisions.



     3. Security for Obligations. This Agreement and the security interest in and pledge
of the Securities Collateral hereunder are made with and granted to the Administrative Agent, for
the benefit of the Lenders and the Administrative Agent, as security for the payment and
performance in full of all the Obligations (including all such Obligations which would become due
but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and
the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code).



     4. Liquidation, Recapitalization, etc.




     4.1. Distributions Paid to Administrative Agent. Any sums or other property
paid or distributed upon or with respect to any of the Securities, whether by dividend or
redemption or upon the liquidation or dissolution of the issuer thereof or otherwise,
shall, except to the limited extent provided in Section 7, be paid over and
delivered to the Administrative Agent to be held by the Administrative Agent, for the
benefit of the Lenders and the Administrative Agent, as security for the payment and
performance in full of all of the Obligations. In case, pursuant to the recapitalization
or reclassification of the capital of the issuer thereof or pursuant to the reorganization
thereof, any distribution of capital shall be made on or in respect of any of the
Securities or any property shall be distributed upon or with respect to any of the
Securities, the property so distributed shall be delivered to the Administrative Agent, for
the



4









 







benefit of the Lenders and the Administrative Agent, to be held by it as security for
the Obligations. Except to the limited extent provided in Section 7, all sums of
money and property paid or distributed in respect of the Securities, whether as a dividend
or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise,
that are received by any Pledgor shall, until paid or delivered to the Administrative
Agent, be held in trust for the Administrative Agent, for the benefit of the Lenders and
the Administrative Agent, as security for the payment and performance in full of all of the
Obligations.




     4.2. Cash Collateral Account. All sums of money that are delivered to the
Administrative Agent pursuant to this Section 4 shall be deposited into (as
security for the payment and performance in full of all of the Obligations) an interest
bearing account with the Administrative Agent or, if the Administrative Agent is not the
depositary bank, to an interest bearing account in the name of the Administrative Agent,
for the benefit of the Lenders and the Administrative Agent, as customer with a depositary
bank satisfactory to the Administrative Agent (any such account, whether maintained with
the Administrative Agent or in the Administrative Agent’s name as customer being herein
referred to as the “Cash Collateral Account”). Some or all of the funds from time
to time in the Cash Collateral Account may be invested in time deposits, including, without
limitation, certificates of deposit issued by the Administrative Agent (such certificates
of deposit or other time deposits being hereinafter referred to, collectively, as “Time
Deposits”), that are satisfactory to the Administrative Agent after consultation with
the applicable Pledgor, provided, that, in each such case, arrangements
satisfactory to the Administrative Agent are made and are in place to perfect and to insure
the first priority of the Administrative Agent’s security interest therein. Interest
earned on the Cash Collateral Account and on the Time Deposits, and the principal of the
Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in
the Cash Collateral Account. The Cash Collateral Account, all sums from time to time
standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and
all instruments or other writings evidencing Time Deposits and any and all proceeds or any
thereof are hereinafter referred to as the “Cash Collateral.”




     4.3. Pledgors’ Rights to Cash Collateral, etc. Except as otherwise expressly
provided in Section 18, no Pledgor shall have the right to withdraw sums from the
Cash Collateral Account, to receive any of the Cash Collateral or to require the
Administrative Agent to part with the Administrative Agent’s possession of any instruments
or other writings evidencing any Time Deposits.



     5. Warranty of Title; Authority. Each Pledgor hereby represents and warrants that:
(a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of,
the Securities described in Section 1, subject to no pledges, liens, security interests,
charges, options, restrictions or other encumbrances except the pledge and security interest
created by this Agreement, (b) with respect to Subsidiaries which are partnerships and limited
liability companies, such Pledgor is a duly constituted



5









 







partner or member, as the case may be, of such partnership or limited liability company, as
the case may be, pursuant to the partnership agreement or operating agreement, as the case may be,
of such Subsidiary, (c) all of the Securities described in Section 1 are validly issued,
fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor
has full corporate, limited liability company or other necessary power, authority and legal right
to execute, deliver and perform its obligations under this Agreement and to pledge and grant a
security interest in all of the Securities Collateral pursuant to this Agreement, and the
execution, delivery and performance hereof and the pledge of and granting and enforcement (where
applicable) of a security interest in the Securities Collateral hereunder have been duly authorized
by all necessary corporate, limited liability company or other action and do not contravene any
law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement,
partnership agreement, by-laws or other governing document or of any judgment, decree or order of
any tribunal or of any agreement or instrument to which such Pledgor is a party or by which it or
any of its property is bound or affected or constitute a default thereunder, (e) the information
set forth in Annex A hereto relating to the Securities is true, correct and
complete in all respects and (f) such Pledgor has no obligation to make any contribution, capital
call or other payment to any Subsidiary with respect to the Securities. Each Pledgor further makes
each of the representations and warranties applicable to it under the Credit Agreement and each
other Loan Document, and each such representation and warranty is hereby incorporated herein by
reference and made a part hereof. Each Pledgor covenants that it will defend the rights of the
Lenders and the Administrative Agent and security interest of the Administrative Agent, for the
benefit of the Lenders and the Administrative Agent, in such Securities against the claims and
demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like
title to and right to pledge and grant a security interest in the Securities Collateral hereafter
pledged or in which a security interest is granted to the Administrative Agent hereunder and will
likewise defend the rights, pledge and security interest thereof and therein of the Lenders and the
Administrative Agent.



     6. Loan Document Terms. Each Pledgor shall at all times comply with the covenants and
other obligations, including the Obligations, applicable to it under the Credit Agreement and each
other Loan Document, and each such covenant and other obligation is hereby incorporated herein by
reference and made a part hereof.



     7. Dividends, Voting, etc., Prior to Maturity. So long as no Event of Default shall
have occurred and be continuing, each Pledgor shall be entitled to receive all sums of money and
property, except for additional Securities, paid or distributed in respect of the Securities,
whether as a dividend or upon a liquidation, dissolution, recapitalization or reclassification or
otherwise in respect of the Securities, to vote the Securities (subject to the last sentence of
this paragraph) and to give consents, waivers and ratifications in respect of the Securities;
provided, however, that no vote shall be cast or consent, waiver or ratification
given by such Pledgor if the effect thereof could reasonably be expected to impair any of the
Securities Collateral or be inconsistent with or result in any violation of any of the provisions
of the Credit Agreement, the Notes or any of the other Loan Documents. All such rights of such
Pledgor to receive sums of



6









 







money and property, except for additional Securities, paid or distributed in respect of the
Securities shall cease in case an Event of Default shall have occurred and be continuing. All such
rights of such Pledgor to vote and give consents, waivers and ratifications with respect to the
Securities shall, at the Administrative Agent’s option, as evidenced by the Administrative Agent’s
notifying such Pledgor of such election, cease in case an Event of Default shall have occurred and
be continuing.



     8. Remedies.




     8.1. In General. If an Event of Default shall have occurred and be
continuing, the Administrative Agent shall thereafter have the following rights and
remedies (to the extent permitted by applicable law) in addition to the rights and remedies
of a secured party under the UCC and any other applicable law (including under the
Securities Act of 1933, as amended (the “Securities Act”) (or the foreign law
equivalent thereof)), all such rights and remedies being cumulative, not exclusive, and
enforceable alternatively, successively or concurrently, at such time or times as the
Administrative Agent deems expedient:




     (a) if the Administrative Agent so elects and gives notice of such election to
the Pledgors, the Administrative Agent may exercise any management or voting rights
relating to the Securities (whether or not the same shall have been transferred
into its name or the name of its nominee or nominees) for any lawful purpose,
including, without limitation, if the Administrative Agent so elects, for the
liquidation of the assets of the issuer thereof or for the amendment or
modification of any of the charter, by-laws, operating agreements, partnership
agreements, memorandum and articles of association or other governing documents,
and give all consents, waivers and ratifications in respect of the Securities and
otherwise act with respect thereto as though it were the outright owner thereof
(each Pledgor hereby irrevocably constituting and appointing the Administrative
Agent its proxy and attorney-in-fact, with full power of substitution, to do so);




     (b) the Administrative Agent may demand, sue for, collect or make any
compromise or settlement the Administrative Agent deems suitable in respect of any
Securities Collateral;




     (c) the Administrative Agent may sell, resell, assign and deliver, or
otherwise dispose of any or all of the Securities Collateral, for cash or credit or
both and upon such terms at such place or places, at such time or times and to such
entities or other persons as the Administrative Agent thinks expedient, all without
demand for performance by such Pledgor or any notice or advertisement whatsoever
except as expressly provided herein or as may otherwise be required by law;



7









 






     (d) the Administrative Agent may cause all or any part of the Securities held
by it to be transferred into its name or the name of its nominee or nominees or to
cause such Securities to be registered under the Securities Act or any other
applicable law; and




     (e) the Administrative Agent may set off against the Obligations any and all
sums deposited with it or held by it, including without limitation, any sums
standing to the credit of the Cash Collateral Account and any Time Deposits issued
by the Administrative Agent.




     8.2. Sale of Securities Collateral. In the event of any sale or other
disposition of the Securities Collateral as provided in clause (c) of Section
8.1, and to the extent that any notice thereof is required to be given by law, the
Administrative Agent shall give to Pledgors at least ten (10) days prior authenticated
notice of the time and place of any public sale or other disposition of the Securities
Collateral or of the time after which any private sale or any other intended disposition is
to be made. Each Pledgor hereby acknowledges that ten (10) days prior authenticated notice
of such sale or other disposition or sales or other dispositions shall be reasonable
notice. The Administrative Agent may enforce its rights hereunder without any other notice
and without compliance with any other condition precedent now or hereunder imposed by
statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgors, to
the fullest extent permitted by law). The Administrative Agent may buy or otherwise
acquire any part or all of the Securities Collateral at any public sale or other
disposition and if any part or all of the Securities Collateral is of a type customarily
sold or otherwise disposed of in a recognized market or is of the type which is the subject
of widely-distributed standard price quotations, the Administrative Agent may buy or
otherwise acquire at private sale or other disposition and may make payments thereof by any
means. The Administrative Agent may apply the cash proceeds actually received from any
sale or other disposition to the reasonable expenses of retaking, holding, preparing for
sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses
which may be incurred by the Administrative Agent or any Lender in attempting to collect
the Obligations or to enforce this Agreement or in the prosecution or defense of any action
or proceeding related to the subject matter of this Agreement, and then to the Obligations
pursuant to Section 7.2 of the Credit Agreement. Only after such applications, and after
payment by the Administrative Agent of any amount required by §9-608(a)(1)(C) or
§9-615(a)(3) of the UCC, need the Administrative Agent account to Pledgors for any surplus.




     8.3. [Intentionally Omitted.]




     8.4. Private Sales. Each Pledgor recognizes that the Administrative Agent may
be unable to effect a public sale or other disposition of the Securities by reason of
certain prohibitions contained in the Securities Act, federal banking laws, and other
applicable laws, but may be compelled to resort to one or more



8









 







private sales thereof to a restricted group of purchasers. Each Pledgor agrees that
any such private sales may be at prices and other terms less favorable to the seller than
if sold at public sales and that such private sales shall not by reason thereof be deemed
not to have been made in a commercially reasonable manner. The Administrative Agent shall
be under no obligation to delay a sale of any of the Securities for the period of time
necessary to permit the issuer of such securities to register such securities for public
sale under the Securities Act, or such other federal banking or other applicable laws, even
if the issuer would agree to do so. Any such sale of all or a portion of the Securities
Collateral may be for cash or on credit or for future delivery and may be conducted at a
private sale where the Administrative Agent or any other person or entity may be the
purchaser of all or part of the Securities Collateral so sold. Subject to the foregoing,
the Administrative Agent agrees that any sale of the Securities shall be made in a
commercially reasonable manner, and each Pledgor agrees to use its best efforts to cause
the issuer or issuers of the Securities contemplated to be sold, to execute and deliver,
and cause the directors (or other analogous persons) and officers of such issuer to execute
and deliver, all at such Pledgor’s expense, all such instruments and documents, and to do
or cause to be done all such other acts and things as may be necessary or, in the
reasonable opinion of the Administrative Agent, advisable to exempt such Securities from
registration under the provisions of the Securities Act (or the foreign law equivalent
thereof), and to make all amendments to such instruments and documents which, in the
opinion of the Administrative Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act (or the foreign law equivalent thereof) and the rules
and regulations of the Securities and Exchange Commission (or the foreign law equivalent
thereof) applicable thereto. Each Pledgor further agrees to use its best efforts to cause
such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws
of any jurisdiction which the Administrative Agent shall designate and, if required, to
cause such issuer or issuers to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will satisfy the
provisions of Section 11(a) of the Securities Act (or the foreign law equivalent thereof).




     8.5. Pledgors’ Agreements, etc. Each Pledgor further agrees to do or cause to
be done all such other acts and things as may be reasonably necessary on the part of such
Pledgor or with respect to the issuer of the Securities to make any sales of any portion or
all of the Securities pursuant to this Section 8 valid and binding and in
compliance with any and all applicable laws (including, without limitation, the Securities
Act, the Securities Exchange Act of 1934, as amended, the rules and regulations of the
Securities and Exchange Commission applicable thereto, all applicable state securities or
“Blue Sky” laws and, in respect of each of the foregoing, the foreign law equivalent
thereof), regulations, orders, writs, injunctions, decrees or awards of any and all courts,
arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction
over any such sale or sales, all at such Pledgor’s expense. Each Pledgor further
acknowledges its obligation for payment of any deficiency remaining beyond the amount of
the sale



9









 







price of the Securities Collateral, or any of them, less any payment or expenses
incurred by the Administrative Agent or any Lender in connection with such sale, and each
Pledgor will promptly pay the amount of any such deficiency to the Administrative Agent.
Nothing contained in this Agreement shall be construed to require the Administrative Agent
to take any action with respect to the Securities Collateral, whether by way of foreclosure
or otherwise and except as required by the applicable partnership agreement or operating
agreement, in order to permit the Administrative Agent to become a substitute partner or
member of the Subsidiaries, as the case may be, under the applicable partnership agreement
or operating agreement. Each Pledgor further agrees that a breach of any of the covenants
contained in this Section 8 will cause irreparable injury to the Administrative
Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate
remedy at law in respect of such breach and, as a consequence, agrees that each and every
covenant contained in this Section 8 shall be specifically enforceable against such
Pledgor by the Administrative Agent and such Pledgor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants to the extent it
lawfully may.



     9. Marshalling. None of the Administrative Agent nor any Lender shall be required to
marshal any present or future collateral security for (including but not limited to this Agreement
and the Securities Collateral), or other assurances of payment of, the Obligations or any of them,
or to resort to such collateral security or other assurances of payment in any particular order.
All of the Administrative Agent’s rights hereunder and of the Lenders and the Administrative Agent
in respect of such collateral security and other assurances of payment shall be cumulative and in
addition to all other rights, however existing or arising. To the extent that it lawfully may,
each Pledgor hereby agrees that it will not invoke any law relating to the marshalling of
collateral that might cause delay in or impede the enforcement of the Administrative Agent’s rights
under this Agreement or under any other instrument evidencing any of the Obligations or under which
any of the Obligations is outstanding or by which any of the Obligations is secured or payment
thereof is otherwise assured, and to the extent that it lawfully may such Pledgor hereby
irrevocably waives the benefits of all such laws.



     10. Pledgors’ Obligations Not Affected. The obligations of each Pledgor hereunder
shall remain in full force and effect without regard to, and shall not be impaired by (a) any
exercise or nonexercise, or any waiver, by the Administrative Agent or any Lender of any right,
remedy, power or privilege under or in respect of any of the Obligations or any security thereof
(including this Agreement); (b) any amendment to or modification of the Credit Agreement, any Note,
the other Loan Documents or any of the Obligations; (c) any amendment to or modification of any
instrument (other than this Agreement) securing any of the Obligations, including, without
limitation, any of the Collateral Documents; or (d) the taking of additional security for, or any
other assurances of payment of, any of the Obligations or the release or discharge or termination
of any security or other assurances of payment or performance for any of the Obligations; whether
or not such Pledgor shall have notice or knowledge of any of the foregoing, such



10









 







Pledgor hereby generally waiving all suretyship defenses to the extent applicable. Under no
circumstances shall the Administrative Agent, any of the Lenders or any holder of any of the
Obligations as such be deemed to be a shareholder, member, partner or other equity holder of any of
the Subsidiaries by virtue of the provisions of this Agreement unless expressly agreed to in
writing by the Administrative Agent or such Lender or such holder.



     11. Transfer, etc., by Pledgors. Except as expressly permitted under the Credit
Agreement, without the prior written consent of the Administrative Agent, no Pledgor will sell,
assign, transfer or otherwise dispose of, grant any option with respect to, or pledge or grant any
security interest in or otherwise encumber or restrict any of the Securities Collateral or any
interest therein, except for the pledge thereof and security interest therein provided for in this
Agreement.



     12. Further Assurances. Each Pledgor will do all such acts, and will furnish to the
Administrative Agent all such financing statements, certificates, legal opinions and other
documents and will obtain all such governmental consents and corporate and other company approvals
and will do or cause to be done all such other things as the Administrative Agent may reasonably
request from time to time in order to give full effect to this Agreement and to secure the rights
of the Lenders and the Administrative Agent hereunder, all without any cost or expense to any
Administrative Agent or any Lender. Each Pledgor hereby irrevocably authorizes the Administrative
Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code
jurisdiction (or the foreign law equivalent thereof) any initial financing statements and
amendments thereto that (a) indicate the Collateral as the Securities Collateral or words of
similar effect, or as being of equal or lesser scope or in greater detail, and (b) contain any
other information required by part 5 of Article 9 of the Uniform Commercial Code of the
jurisdiction of the filing office for the sufficiency or filing office acceptance of any financing
statement or amendment or any other applicable law, including whether such Pledgor is an
organization, the type of organization and any organization identification number issued to such
Pledgor. Each Pledgor agrees to furnish any such information to the Administrative Agent promptly
upon request. Each Pledgor also ratifies its authorization for the Administrative Agent to have
filed in any Uniform Commercial Code jurisdiction (or the foreign law equivalent thereof) any like
initial financing statements or amendments thereto if filed prior to the date hereof. Each Pledgor
will not permit to be effected any amendment of its Organization Documents that would impair in any
respects any right, remedy, or benefit of the Administrative Agent and Lenders hereunder, provided
that copies of any such amendment shall promptly (but in any event within three (3) Business Days
after execution thereof, and to the extent applicable, certified copies thereof)) be delivered to
the Administrative Agent.



     13. Administrative Agent’s Exoneration. Under no circumstances shall the
Administrative Agent be deemed to assume any responsibility for or obligation or duty with respect
to any part or all of the Securities Collateral of any nature or kind or any matter or proceedings
arising out of or relating thereto, other than (a) to exercise reasonable care in the physical
custody of the Securities Collateral and (b) after a Default



11









 







or an Event of Default shall have occurred and be continuing to act in a commercially
reasonable manner. Neither the Administrative Agent nor any Lender shall be required to take any
action of any kind to collect, preserve or protect its or any Pledgor’s rights in the Securities
Collateral or against other parties thereto. The Administrative Agent’s prior recourse to any part
or all of the Securities Collateral shall not constitute a condition of any demand, suit or
proceeding for payment or collection of any of the Obligations. This Agreement constitutes a
pledge of the Securities Collateral and any other applicable collateral hereunder only, and not an
assignment of any duties or obligations of Pledgors with respect thereto, and by its acceptance
hereof and whether or not the Administrative Agent shall have exercised any of its rights or
remedies hereunder, none of the Administrative Agent or the Lenders undertakes to perform or
discharge, and none of the Administrative Agent or the Lenders shall be responsible or liable for
the performance or discharge of any such duties or responsibilities, including, without limitation,
for any capital calls. Each Pledgor agrees that, notwithstanding the exercise by the
Administrative Agent of any of its rights hereunder, such Pledgor shall remain liable nonetheless
for the full and prompt performance of all of such Pledgor’s obligations and liabilities under any
operating agreement, limited partnership agreement, or similar document evidencing or governing any
units of membership interest or limited partnership interest in any limited liability company or
limited partnership included in the Securities Collateral. Under no circumstances shall the
Administrative Agent, any of the Lenders or any holder of any of the Obligations as such be deemed
to be a member, limited partner, or other equity owner of any of the Subsidiaries by virtue of the
provisions of this Agreement unless expressly agreed to in writing by the Administrative Agent or
such Lender or holder. Without limiting the generality of the foregoing, none of the
Administrative Agent or the Lenders shall have any fiduciary duty as such to Pledgors or any other
equity owner of any of their Subsidiaries by reason of this Agreement, whether by virtue of the
security interests and liens hereunder, or any enforcement action in respect of such security
interests and liens, unless and until the Administrative Agent or such Lender is actually admitted
to the applicable Subsidiary as a substitute member or substitute equity owner thereof after
exercising enforcement rights under part 6 of Article 9 of the Uniform Commercial Code in effect in
the applicable jurisdiction, under any applicable law or otherwise.



     14. Amendments, etc. No amendment to or waiver of any provision of this Agreement,
nor consent to any departure by any Pledgor herefrom, shall in any event be effective unless the
same shall be made in accordance with Section 9.2(b) of the Credit Agreement and with the consent
of the Administrative Agent and the applicable Pledgor, and then any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given. No act,
failure or delay by the Administrative Agent shall constitute a waiver of its rights and remedies
hereunder or otherwise. No single or partial waiver by the Administrative Agent of any default or
right or remedy that it may have shall operate as a waiver of any other default, right or remedy or
of the same default, right or remedy on a future occasion.



     15. Pledgor Waiver. Each Pledgor hereby waives promptness, diligence, presentment,
demand, protest, notice of acceptance, notice of any Obligations incurred



12









 







and any other notice with respect to any of the Obligations and this Agreement and any
requirement that any Lender protect, secure, perfect or insure any Lien, or any property subject
thereto, or exhaust any right or take any action against any Loan Party or any other Person
(including any other guarantor) or any collateral securing the Obligations, all defenses which may
be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter
in effect, and all surety defenses generally.



     16. Registration and Filing. Each Pledgor (a) has caused each Subsidiary of such
Pledgor to duly register the security interests granted hereby on the respective books of such
Subsidiary and has furnished the Administrative Agent with evidence thereof, (b) has duly executed
and caused any financing statements to be filed with respect to the Securities Collateral in such a
manner and in such places as may be required by law in order to fully protect the rights of the
Administrative Agent and the Lenders hereunder, and (c) will cause any financing statements with
respect to the Securities Collateral at all times to be kept recorded and filed at each of the
respective Subsidiaries’ expense in such a manner and in such places as may be required by law in
order to fully perfect the interests and protect the rights of the Administrative Agent and the
Lenders hereunder.



     17. Notice, etc. All notices, requests and other communications hereunder shall be
made in the manner set forth in Section 9.1 of the Credit Agreement.



     18. Termination. Upon final payment and performance in full in cash of the
Obligations, the termination of all lending and other credit commitments of the Administrative
Agent and the Lenders in respect thereof (including all outstanding Letters of Credit), and the
termination of the Credit Agreement and the other Loan Documents, this Agreement shall terminate
and the Administrative Agent shall, at Pledgors’ request and expense, return such Securities
Collateral in the possession or control of the Administrative Agent as has not theretofore been
disposed of pursuant to the provisions hereof.



     19. Overdue Amounts. Until paid, all amounts due and payable by Pledgors hereunder
shall be a debt secured by the Securities Collateral and shall bear, whether before or after
judgment, interest at the rate of interest for overdue principal set forth in the Credit Agreement.



     20. Inconsistencies With Credit Agreement. In the event that any terms hereof are
inconsistent with the terms of the Credit Agreement, the terms of the Credit Agreement shall
control solely to the extent of any such conflict.



     21. Governing Law; Entire Agreement. THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE §§ 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE
THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO



13









 







THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.



     22. Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
ADMINISTRATIVE AGENT, ANY OTHER LENDER OR ANY PLEDGOR IN CONNECTION HEREWITH MAY BE BROUGHT AND
MAINTAINED IN THE SUPREME COURT OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF; PROVIDED, THAT
ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH SECURITIES COLLATERAL
OR OTHER PROPERTY MAY BE FOUND. EACH PLEDGOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTCIES IN SECTION 9.1 OF THE CREDIT AGREEMENT. EACH PLEDGOR HEREBY EXPRESSLY,
UNCONDITIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EXCEPT AS PROHIBITED BY LAW, EACH PLEDGOR HEREBY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO
CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. TO THE EXTENT ANY PLEDGOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PLEDGOR HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.



     23. Waiver of Jury Trial; Certain Damages. EACH PARTY HERETO WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECLTY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR OTHER THEORY).
EACH PARTY



14









 







HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     24. Additional Pledgors. The Borrower and Subsidiaries of the Borrower
(“Additional Pledgors”) may hereafter become parties to this Agreement by executing a
counterpart hereof, and there shall be no need to re-execute, amend or restate this Agreement in
connection therewith. Upon such execution and delivery by any Additional Pledgor, such Additional
Pledgor shall be deemed to have made the representations and warranties set forth in Sections
5 and 6 hereof, and shall be bound by all of the terms, covenants and conditions hereof
to the same extent as if such Additional Pledgor had executed this Agreement as of the Effective
Date, and the Administrative Agent, for itself and the benefit of the Lenders, shall be entitled to
all of the benefits of such Additional Pledgor’s obligations hereunder.



     25. Headings. The various headings used in this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this Agreement or any
provisions hereof.



     26. Execution in Counterparts. This Agreement may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.



     27. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction.



     28. Miscellaneous. This Agreement and all rights and obligations hereunder shall be
binding upon each Pledgor and its respective successors and assigns, and shall inure to the benefit
of the Administrative Agent and the Lenders and their respective successors and assigns. Each
Pledgor acknowledges receipt of a copy of this Agreement.



[Remainder of Page Intentionally Left Blank]




15









 





     IN WITNESS WHEREOF, intending to be legally bound, each Pledgor and the Administrative Agent
have caused this Agreement to be executed as of the date first above written.



	 	 	 	 	 
	 	[____________________________________]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





CERTIFICATE OF ACKNOWLEDGMENT FOR PLEDGORS




	 	 	 	 	 
	COMMONWEALTH OR STATE OF                      

	 )	 	 	 
	 

	) ss.
	 
	COUNTY OF                                                               

	)	 	 	 






     On this ___day of ___, 20___, before me, the undersigned notary public,
personally appeared ___, proved to me through satisfactory evidence of
identification, which were ___, to be the person whose name is signed on
the preceding or attached document, and acknowledged to me that (he)(she) signed it voluntarily for
its stated purpose (as ___for ___, a ___).



                                                            

(official signature and seal of notary)




My commission expires:




2









 





	 	 	 	 	 
	 	JP MORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 




THE UNDERSIGNED SUBSIDIARIES HEREBY JOIN IN THE ABOVE AGREEMENT FOR THE SOLE PURPOSE OF
CONSENTING TO AND BEING BOUND BY THE PROVISIONS OF SECTIONS 4.1, 7 AND 8 HEREOF, THE UNDERSIGNED
HEREBY AGREEING TO COOPERATE FULLY AND IN GOOD FAITH WITH THE ADMINISTRATIVE AGENT AND PLEDGORS IN
CARRYING OUT SUCH PROVISIONS.




	 	 	 	 	 
	 	[_________________________________]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





ANNEX A TO PLEDGE AGREEMENT



None of the issuers has any authorized, issued or outstanding shares of its capital stock,
membership interests, partnership interests or other equity interests of any class or any
commitments to issue any shares of its capital stock, membership interests, partnership interests
or other equity interests of any class or any securities convertible into or exchangeable for any
shares of its capital stock, membership interests, partnership interests or other equity interests
of any class except as otherwise stated in this Annex A.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of	 	Number of	 	Number of	 	Par or
	 	 	Record	 	Class of	 	Authorized	 	Issued	 	Outstanding	 	Liquidation
	Issuer	 	Owner	 	Shares	 	Shares	 	Shares	 	Shares	 	Value
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	Record	 	 	 	 
	Issuer	 	Owner	 	Interest	 	Percentage Interest