Coinmach Service Corp Sample Contracts

COINMACH SERVICE CORP. (a Delaware corporation) [ ] Shares of Class A Common Stock (Par Value $0.01 Per Share) PURCHASE AGREEMENT
Purchase Agreement • February 2nd, 2006 • Coinmach Service Corp • Services-personal services • New York

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters 4 World Financial Center New York, New York 10080

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COINMACH SERVICE CORP. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 14th, 2006 • Coinmach Service Corp • Services-personal services • New York

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and Coinmach Service Corp. (the “Company”);

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COINMACH SERVICE CORP. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 5th, 2007 • Coinmach Service Corp • Services-personal services • New York

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and Coinmach Service Corp. (the “Company”);

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INDEMNITY AGREEMENT
Indemnity Agreement • August 12th, 2005 • Coinmach Service Corp • Services-personal services • Delaware

This Indemnity Agreement, dated as of August 1, 2005 (the "Agreement") is made by and between Coinmach Service Corp., a Delaware corporation (the "Company") and William M. Kelly, (the "Indemnitee").

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Contract
Credit Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York

LIMITED WAIVER AND AMENDMENT NO. 1 AND AGREEMENT dated as of November 15, 2004 (this “Waiver & Amendment”), with respect to the Credit Agreement dated as of January 25, 2002 (the “Credit Agreement”), among Coinmach Laundry Corporation (“Holdings”), Coinmach Corporation (the “Borrower”), the Subsidiary Guarantors listed on the signature pages thereto or that otherwise became party to the Credit Agreement by joinder, the lending institutions from time to time party thereto (each, a “Bank” and, collectively, the “Banks”), Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc. (f/k/a Deutsche Banc Alex. Brown Inc.), as Lead Arranger and Book Manager, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC (f/k/a First Union Securities, Inc.), as Syndication Agents, and Credit Lyonnais New York Branch, as Documentation Agent.

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Contract
Holdings Pledge Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York

AMENDMENT NO. 1 dated as of November 24, 2004 (the “Amendment”), with respect to the Holdings Pledge Agreement dated as of January 25, 2002 (the “Holdings Pledge Agreement”), made by Coinmach Laundry Corporation (“Holdings”) in favor of Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Collateral Agent.

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AGREEMENT AND PLAN OF MERGER among COINMACH SERVICE CORP., SPIN HOLDCO INC. and SPIN ACQUISITION CO. Dated as of June 14, 2007
Merger Agreement • June 19th, 2007 • Coinmach Service Corp • Services-personal services • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of June 14, 2007 (this “Agreement”), is made by and among Coinmach Service Corp., a Delaware corporation (the “Company”), Spin Holdco Inc., a Delaware corporation (“Parent”), and Spin Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

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PLEDGE AGREEMENT
Pledge Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York

PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of November 24, 2004, made by COINMACH SERVICE CORP. (the “Company”), a Delaware corporation, and COINMACH LAUNDRY CORPORATION (“Laundry Corp.” and, together with the Company, the “Pledgors”), a Delaware corporation, in favor of THE BANK OF NEW YORK (“BNY”), a New York banking corporation, as Collateral Agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the security agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Security Agreement”), between the Pledgors and the Collateral Agent shall be used herein as so defined.

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SUBSIDIARY GUARANTEE
Subsidiary Guarantee • February 14th, 2005 • Coinmach Service Corp • Services-personal services

This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Subsidiary Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

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AMENDMENT AGREEMENT
Amendment Agreement • January 27th, 2006 • Coinmach Service Corp • Services-personal services

AMENDMENT AGREEMENT, dated as of December 19, 2005 (this “Agreement”), among Coinmach Corporation, a Delaware corporation (the “Borrower”), Coinmach Laundry Corporation (“Holdings”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”), the several lenders and other persons with a Commitment under the Amended and Restated Credit Agreement (as defined below) (each a “Bank” and, collectively, the “Banks”), Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. as Joint Lead Arrangers and Book Managers (in such capacity, the “Arrangers”), JPMorgan Chase Bank, N.A., as sole Syndication Agent, and Deutsche Bank Trust Company Americas, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”).

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GUARANTY
Guaranty • February 14th, 2005 • Coinmach Service Corp • Services-personal services

This GUARANTY (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), dated as of November 24, 2004, is made by each Subsidiary (such capitalized term and other terms used in this Guaranty to have the meanings set forth in Article I) of Coinmach Corporation, a Delaware corporation (the “Borrower”), party hereto and such other Subsidiaries of the Borrower as may become parties to this Guaranty in accordance with Section 3.9 (herein individually referred to as a “Guarantor” and collectively as the “Guarantors”), in favor of COINMACH SERVICE CORP., a Delaware corporation (“Holdco”), as holder of the Intercompany Note.

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COINMACH SERVICE CORP. (a Delaware corporation) Income Deposit Securities (IDSs) and 11% Senior Secured Notes due 2024 PURCHASE AGREEMENT
Purchase Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York

the restrictions imposed by this lock-up agreement (this “Lock-Up Agreement”) continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Merrill Lynch waives, in writing, such extension.

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AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
Securityholders Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • Delaware

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”) is made as of November 24, 2004 by and among Coinmach Holdings, LLC, a Delaware limited liability company (the “Company”), Coinmach Service Corp., a Delaware corporation (“CSC”), each of the executives listed on the Schedule of Executives attached hereto (the “Executives”), GTCR-CLC, LLC, a Delaware limited liability company (“GTCR-CLC”), Jefferies & Company, Inc. (“Jefferies”) and each of the investors listed on the Schedule of Investors attached hereto (the “Investors”). The Executives, GTCR-CLC, Jefferies and the Investors are collectively referred to herein as the “Securityholders” and individually as a “Securityholder.” Capitalized terms used but not otherwise defined herein are defined in Section 9 hereof.

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York

This INTERCREDITOR AGREEMENT is dated as of November 24, 2004, and entered into by and among COINMACH LAUNDRY CORPORATION, a Delaware corporation (the “Guarantor”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the collateral agent for the First Lien Creditors (including its successors and assigns from time to time, the “First Lien Collateral Agent”) and THE BANK OF NEW YORK, in its capacity as collateral agent for the Noteholders (including its successors and assigns from time to time, the “Second Lien Collateral Agent”). Capitalized terms used herein shall have the meanings set forth in Section 1 below; provided that capitalized terms defined in the Credit Agreement used (but not otherwise defined) herein shall have the meanings ascribed to them in the Credit Agreement as in effect on the date hereof.

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Contract
Holdings Pledge Agreement • January 27th, 2006 • Coinmach Service Corp • Services-personal services • New York

AMENDMENT NO. 2 dated as of December 19, 2005 (the “Amendment”), with respect to the Holdings Pledge Agreement dated as of January 25, 2002 (the “Holdings Pledge Agreement”), as amended by Amendment No. 1 to the Holdings Pledge Agreement dated as of November 24, 2004, made by Coinmach Laundry Corporation (“Holdings”) in favor of Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Collateral Agent.

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COINMACH SERVICE CORP. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 5th, 2007 • Coinmach Service Corp • Services-personal services • New York

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and Coinmach Service Corp. (the “Company”);

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Contract
Intercreditor Agreement • January 27th, 2006 • Coinmach Service Corp • Services-personal services • New York

AMENDMENT NO. 1 dated as of December 22, 2005 (the “Amendment”), with respect to the Intercreditor Agreement dated as of November 24, 2004, and entered into by and among Coinmach Laundry Corporation, a Delaware corporation, Deutsche Bank Trust Company Americas, in its capacity as the collateral agent for the First Lien Creditors (including its successors and assigns from time to time, the “First Lien Collateral Agent”) and The Bank of New York, in its capacity as collateral agent for the Noteholders (including its successors and assigns from time to time, the “Second Lien Collateral Agent”).

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PURCHASE AGREEMENT
Purchase Agreement • June 14th, 2006 • Coinmach Service Corp • Services-personal services • New York

This PURCHASE AGREEMENT, dated as of November 19, 2004, is by and between Coinmach Service Corp., a Delaware corporation (the “Company”) and Coinmach Holdings, LLC, a Delaware limited liability company (“Holdings”).

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AMENDED AND RESTATED CREDIT AGREEMENT among COINMACH LAUNDRY CORPORATION, COINMACH CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO and THE LENDING INSTITUTIONS LISTED HEREIN and DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT and...
Credit Agreement • January 27th, 2006 • Coinmach Service Corp • Services-personal services

AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”), dated as of January 25, 2002 and as amended and restated as of December 19, 2005 among COINMACH LAUNDRY CORPORATION, a Delaware corporation (“Holdings”), COINMACH CORPORATION, a Delaware corporation, the Subsidiary Guarantors listed on the signature page hereto, the lending institutions from time to time party hereto (each, a “Bank” and, collectively, the “Banks”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent, DEUTSCHE BANK SECURITIES INC., as Joint Lead Arranger and Book Manager, J.P. MORGAN SECURITIES INC., as Joint Lead Arranger, Book Manager, JPMORGAN CHASE BANK, N.A., as sole Syndication Agent and FIRST UNION SECURITIES, INC., as Original Syndication Agent, and CREDIT LYONNAIS NEW YORK BRANCH, as Original Documentation Agent. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 11 are used herein as therein defined.

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Contract
Credit Party Pledge Agreement • January 27th, 2006 • Coinmach Service Corp • Services-personal services • New York

AMENDMENT NO. 1 dated as of December 19, 2005 (the “Amendment”), with respect to the Credit Party Pledge Agreement dated as of January 25, 2002 (the “Credit Party Pledge Agreement”), made by Coinmach Corporation, a Delaware corporation (the “Borrower”), and each of the Guarantors listed on the signature pages hereto and each of the other Guarantors from time to time party hereto by execution of a Joinder Agreement (collectively, the “Guarantors”; together with the Borrower, the “Pledgors”) in favor of Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Collateral Agent.

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AMENDMENT TO COLLATERAL ASSIGNMENT OF LOCATION LEASES KNOW ALL PERSONS BY THESE PRESENTS:
Collateral Assignment of Location Leases • January 27th, 2006 • Coinmach Service Corp • Services-personal services

THIS AMENDMENT TO COLLATERAL ASSIGNMENT OF LOCATION LEASES (this “Collateral Amendment”) is made as of the 19th day of December, 2005, by and between COINMACH CORPORATION, a Delaware corporation (the “Assignor”), whose address is 55 Lumber Road, Roslyn, New York 11576, to DEUTSCHE BANK TRUST COMPANY AMERICAS, INC., f/k/a Bankers Trust Company, a New York banking corporation having an office at 60 Wall Street, New York, New York 10005, as collateral agent (the “Collateral Agent”) for the benefit of the Secured Creditors (as defined in the Amended and Restated Credit Agreement referred to below).

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COINMACH SERVICE CORP., as Issuer, THE BANK OF NEW YORK, as Trustee and Collateral Agent, and The Subsidiary Guarantors Party Hereto from Time to Time, as Subsidiary Guarantors INDENTURE Dated as of November 24, 2004 11% Senior Secured Notes due 2024
Indenture • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York

INDENTURE, dated as of November 24, 2004, between Coinmach Service Corp., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as herein defined), and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”).

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AMENDMENT TO COLLATERAL ASSIGNMENT OF LEASES KNOW ALL PERSONS BY THESE PRESENTS:
Collateral Assignment of Leases • January 27th, 2006 • Coinmach Service Corp • Services-personal services

THIS AMENDMENT TO COLLATERAL ASSIGNMENT OF LEASES (this “ Collateral Amendment”) is made as of the 19th day of December, 2005, by and between COINMACH CORPORATION, a Delaware corporation (the “Assignor”), whose address is 55 Lumber Road, Roslyn, New York 11576, to DEUTSCHE BANK TRUST COMPANY AMERICAS, INC., f/k/a Bankers Trust Company, a New York banking corporation having an office at 60 Wall Street, New York, New York 10005, as collateral agent (the “Collateral Agent”) for the benefit of the Secured Creditors (as defined in the Amended and Restated Credit Agreement referred to below).

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SECURITY AGREEMENT among COINMACH SERVICE CORP., COINMACH LAUNDRY CORPORATION and THE BANK OF NEW YORK, as Collateral Agent Dated as of November 24, 2004
Security Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York

SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of November 24, 2004, by COINMACH SERVICE CORP. (the “Company”), a Delaware corporation having an office at 303 Sunnyside Boulevard, Plainview, New York 11803, and COINMACH LAUNDRY CORPORATION (“Laundry Corp.” and, together with the Company, the “Pledgors”) in favor of THE BANK OF NEW YORK (“BNY”), as Collateral Agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the indenture, dated as of the date hereof (as amended, modified or supplemented from time to time (the “Indenture”), between the Company, the subsidiary guarantors party thereto from time to time and BNY as trustee (the “Trustee”) and as Collateral Agent shall be used herein as so defined.

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