Pledge Agreement

EXHIBIT 10.4


PLEDGE AGREEMENT


This PLEDGE AGREEMENT, dated as of_________, 2003 (together with all amendments, if any, from time to time hereto, this "Agreement") between SPORTRACK, LLC, a Delaware limited liability company (the "Pledgor"), and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").


W I T N E S S E T H


WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among Pledgor, the other Persons named therein as Credit Parties, Agent and the Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the "Credit Agreement"), the Lenders have agreed to make Loans to, and incur Letter of Credit Obligations for the benefit of, Borrowers;


WHEREAS, Pledgor is the record and beneficial owner of the shares of Stock listed in Part A of SCHEDULE I hereto and the owner of the promissory notes and instruments listed in Part B of SCHEDULE I hereto;


WHEREAS, Pledgor benefits from the credit facilities made available to Borrowers under the Credit Agreement; and


WHEREAS, in order to induce Agent and Lenders to make the Loans and to incur the Letter of Credit Obligations as provided for in the Credit Agreement, Pledgor has agreed to pledge the Pledged Collateral to Agent in accordance herewith.


NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and to induce Lenders to make Loans and to incur Letter of Credit Obligations under the Credit Agreement, it is agreed as follows:


1. DEFINITIONS. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):


"BANKRUPTCY CODE" means title 11, United States Code, as amended from time to time, and any successor statute thereto.


"PLEDGED COLLATERAL" has the meaning assigned to such term in SECTION 2 hereof.


"PLEDGED ENTITY" means an issuer of Pledged Equity or Pledged Indebtedness.


"PLEDGED EQUITY" means those equity interests listed on Part A of SCHEDULE I hereto.


"PLEDGED INDEBTEDNESS" means the Indebtedness evidenced by promissory notes and instruments listed on Part B of SCHEDULE I hereto.


"SECURED OBLIGATIONS" has the meaning assigned to such term in SECTION 3 hereof.


2. PLEDGE. Pledgor hereby pledges to Agent, and grants to Agent for itself and the benefit of Lenders, a first priority security interest in all of the following (collectively, the "Pledged Collateral"):


(a) the Pledged Equity and the certificates representing the
Pledged Equity, and all dividends, distributions, cash, instruments
and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all
of the Pledged Equity; and


(b) such portion, as determined by Agent as provided in SECTION
6(d) below, of any additional equity interests of a Pledged Entity of
any other Person from time to time acquired by Pledgor in any manner
(which equity interests shall be deemed to be part of the Pledged
Equity), and the certificates representing such additional equity
interests, and all dividends, distributions, cash, instruments and
other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of
such equity interests; and


(c) the Pledged Indebtedness and the promissory notes or
instruments evidencing the Pledged Indebtedness, and all interest,
cash, instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of the
Pledged Indebtedness; and


(d) all additional Indebtedness arising after the date hereof
and owing to Pledgor and evidenced by promissory notes or other
instruments, together with such promissory notes and instruments, and
all interest, cash, instruments and other property and assets from
time to time received, receivable or otherwise distributed in respect
of that Pledged Indebtedness.


3. SECURITY FOR OBLIGATIONS. This Agreement secures, and the Pledged Collateral is security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all Obligations of any kind under or in connection with the Credit Agreement and the other Loan Documents and all obligations of Pledgor now or hereafter existing under this Agreement including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the "Secured Obligations").


-2-


4. DELIVERY OF PLEDGED COLLATERAL. All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Agent, for itself and the benefit of Lenders, pursuant hereto. All Pledged Equity shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by Pledgor to Agent in form and substance satisfactory to Agent.


5. REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants to Agent that:


(a) Pledgor is, and at the time of delivery of the Pledged
Equity to Agent will be, the sole holder of record and the sole
beneficial owner of such Pledged Collateral pledged by Pledgor free
and clear of any Lien thereon or affecting the title thereto, except
for any Lien created by this Agreement; Pledgor is and at the time of
delivery of the Pledged Indebtedness to Agent will be, the sole owner
of such Pledged Collateral free and clear of any Lien thereon or
affecting title thereto, except for any Lien created by this
Agreement;


(b) All of the Pledged Equity has been duly authorized, validly
issued and are fully paid and non-assessable; the Pledged Indebtedness
has been duly authorized, authenticated or issued and delivered by,
and is the legal, valid and binding obligations of, the Pledged
Entities, and no such Pledged Entity is in default thereunder;


(c) Pledgor has the right and requisite authority to pledge,
assign, transfer, deliver, deposit and set over the Pledged Collateral
pledged by Pledgor to Agent as provided herein;


(d) None of the Pledged Equity or Pledged Indebtedness has been
issued or transferred in violation of the securities registration,
securities disclosure or similar laws of any jurisdiction to which
such issuance or transfer may be subject;


(e) All of the Pledged Equity is presently owned by Pledgor, and
are presently represented by the certificates listed on Part A of
SCHEDULE I hereto. As of the date hereof, there are no existing
options, warrants or calls relating to the Pledged Equity;


(f) No consent, approval, authorization or other order or other
action by, and no notice to or filing with, any Governmental Authority
or any other Person is required (i) for the pledge by Pledgor of the
Pledged Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by Pledgor, or (ii) for the
exercise by Agent of the voting or


-3-


other rights provided for in this Agreement or the remedies in respect
of the Pledged Collateral pursuant to this Agreement, except as may be
required in connection with such disposition by laws affecting the
offering and sale of securities generally;


(g) The pledge, assignment and delivery of the Pledged
Collateral pursuant to this Agreement will create a valid first
priority Lien on and a first priority perfected security interest in
favor of the Agent for the benefit of Agent and Lenders in the Pledged
Collateral and the proceeds thereof, securing the payment of the
Secured Obligations, subject to no other Lien;


(h) This Agreement has been duly authorized, executed and
delivered by Pledgor and constitutes a legal, valid and binding
obligation of Pledgor enforceable against Pledgor in accordance with
its terms, except as enforceability is limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting generally the enforcement of creditor's
rights and except to the extent availability of the remedy of specific
performance or injunctive relief and other equitable remedies are
subject to the discretion of the court before which any proceeding
therefore may be brought;


(i) Part A of Schedule I completely and accurately sets forth
the number of shares of each Pledged Entity held by the Pledgor as of
the Closing Date. The Pledged Equity held by Pledgor constitutes the
percentage of the issued and outstanding equity of the Pledged
Entities set forth on Part A of Schedule I; and


(j) Except as disclosed on Part C of SCHEDULE I, none of the
Pledged Indebtedness is subordinated in right of payment to other
Indebtedness (except for the Secured Obligations) or subject to the
terms of an indenture.


The representations and warranties set forth in this SECTION 5 shall survive the execution and delivery of this Agreement.


6. COVENANTS. Pledgor covenants and agrees that until the Termination Date:


(a) Without the prior written consent of Agent, Pledgor will not
sell, assign, transfer, pledge, or otherwise encumber any of its
rights in or to the Pledged Collateral, or any unpaid dividends,
interest or other distributions or payments with respect to the
Pledged Collateral or grant a Lien in the Pledged Collateral, in each
case, unless otherwise expressly permitted by the Credit Agreement;


-4-


(b) Pledgor will, at its expense, promptly execute, acknowledge
and deliver all such instruments and take all such actions that may be
reasonably necessary or that Agent from time to time may reasonably
request in writing in order to ensure to Agent and Lenders the
benefits of the Liens in and to the Pledged Collateral intended to be
created by this Agreement, including the filing of any necessary Code
financing statements, which may be filed by Agent with or without the
signature or further approval of Pledgor, and will cooperate with
Agent, at Pledgor's expense, in obtaining all necessary approvals and
making all necessary filings under federal, state, local or foreign
law in connection with such Liens or any sale or transfer of the
Pledged Collateral;


(c) Pledgor has and will defend the title to the Pledged
Collateral and the Liens of Agent in the Pledged Collateral against
the claim of any Person and will maintain and preserve such Liens; and


(d) Pledgor will, upon obtaining ownership of any additional
Stock or promissory notes or instruments of a Pledged Entity or any
other Person or Stock or promissory notes or instruments otherwise
required to be pledged to Agent pursuant to any of the Loan Documents,
which Stock, notes or instruments are not already Pledged Collateral,
promptly (and in any event within three (3) Business Days) deliver to
Agent a Pledge Amendment, duly executed by Pledgor, in substantially
the form of SCHEDULE II hereto (a "Pledge Amendment") in respect of
any such additional equity interests, notes or instruments, pursuant
to which Pledgor shall pledge to Agent all of such additional Stock,
notes and instruments. Pledgor hereby authorizes Agent to attach each
Pledge Amendment to this Agreement and agrees that all Pledged Equity
and Pledged Indebtedness listed on any Pledge Amendment delivered to
Agent shall for all purposes hereunder be considered Pledged
Collateral.


7. PLEDGOR'S RIGHTS. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with SECTION 8(a) hereof:


(a) Pledgor ...