EXHIBIT 10.37
Coinmach Laundry Corporation
Lock-Up Agreement
July 23, 1996
Xxxxxx Brothers Inc.
Xxxxxx Read & Co.
Lazard Freres & Co., LLC
Fieldstone FPCG Services, Inc.
as Representatives of the
Several Underwriters
c/x Xxxxxx Brothers Inc.
Three World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned, as a holder of securities of Coinmach Laundry
Corporation, a Delaware corporation (the "Company"), irrevocably agrees not to,
directly or indirectly, without the prior written approval of Xxxxxx Brothers
Inc., offer, sell or otherwise dispose of any shares of the Company's capital
stock (the "Common Stock") (or enter into any transaction or device that is
designed to, or could be expected to, result in the disposition of any shares of
Common Stock) or sell or grant options, rights or warrants with respect to any
shares of Common Stock of the Company (the "Securities") that the undersigned
may own directly or indirectly for a period of one hundred and eighty (180) days
(the "Lock-up Period") following the day on which the Form S-1 Registration
Statement (the "Registration Statement") filed with the Securities and Exchange
Commission on May 13, 1996 on behalf of the Company in connection with the
initial public offering of the Company's Class A common stock, par value $.01
per share (the "Offering"), shall become effective by order of the Securities
and Exchange Commission.
The undersigned understands that the underwriters and the Company will
rely upon the representations set forth in this Agreement in proceeding with the
Offering. The undersigned understands that this Agreement is irrevocable and
shall be binding on the undersigned and the undersigned's successors, heirs,
personal representatives and assigns. The undersigned agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent
against the transfer of Securities of the Company held by the undersigned except
in compliance with this Agreement.
-1-
Notwithstanding anything else herein, if the Offering is not
consummated on or before September 30, 1996, the terms and provisions of this
Agreement shall be of no further force or effect.
COINMACH LAUNDRY CORPORATION
By: /s/ XXXXXX X. XXXXX
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
-2-
