EXHIBIT 10.60
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
AMENDMENT NO. 1, dated as of March 2, 1998 (the "Amendment"), to
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Purchase Agreement (the "Purchase Agreement"), dated as of January 20, 1998, by
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and among Coinmach Corporation, a Delaware corporation ("Buyer"), Xxxxxxx X.
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Spagat ("Spagat"), Xxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxx Laundry Service Midwest
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Limited Partnership, a Delaware limited partnership ("Xxxxx Midwest"), JPS
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Laundry, Inc., a Delaware corporation ("JPS"), Xxxxx Laundry Service, Inc., a
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Delaware corporation ("MLS"), Coin Controlled Washers, Inc., an Illinois
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corporation ("CCW"), Xxxxx Laundry Service-Central Limited Partnership, an
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Indiana limited partnership ("Central"), Xxxxx Services-Texas, Inc., a Illinois
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corporation ("Texas"), Superior Coin, Inc., an Illinois corporation ("Coin"),
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Superior Coin II, Inc., an Illinois corporation ("Coin II") and Advance/Xxxxx
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Domestic Machines, Inc., an Illinois corporation ("Advance" and, together with
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Xxxxx Midwest, JPS, MLS, Spagat, CCW, Central, Texas, Coin and Coin II, the
"Sellers" and, individually, a "Seller"). Capitalized terms used and not
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otherwise defined herein shall have the meanings assigned to them in the
Purchase Agreement.
WHEREAS, Buyer, Sellers and Xxxxxx desire to amend certain provisions
of the Purchase Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments To Purchase Agreement.
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The Purchase Agreement is hereby amended as hereinafter provided in
this Section 1, effective as of March 2, 1998.
1.1. Amendment to Article 1 of the Purchase Agreement.
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(a) The definition of "Purchased Assets" is hereby amended by deleting
clause (i) in its entirety and substituting in its place the following:
"(i) Machines and Parts, including, without limitation, Machines
and Parts located at or used in the Condominium Properties;"
(b) The definition of "Purchased Assets" shall be further amended by
deleting clause (ix) in its entirety and substituting in its place the
following:
"(ix) all Fixtures and Equipment (except Fixtures and Equipment
that relate solely to Excluded Assets or constitute Excluded Assets
other than the Condominium
Properties), and all furniture, fixtures, furnishings, machinery
(including the Machines and Parts) and equipment located in, at or
upon the Condominium Properties as of the Balance Sheet Date after
giving effect to all additions, replacements or deletions since the
Balance Sheet Date in the ordinary course of the Business;"
(c) The definition of "Consent" is hereby amended by deleting such
definition its entirety and substituting in its place the following:
""Consent" shall mean a consent or waiver by a Consenting Party
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to an assignment or similar transfer or conveyance to Buyer of a
Contract, in either case, required by the terms of such Contract in
connection with the transactions contemplated by this Agreement."
(d) The definition of "Location" is hereby amended by deleting such
definition its entirety and substituting in its place the following:
""Location" shall mean a laundry room or similar location at
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which one or more On-Location Machines are installed pursuant to
(except in the case of the Condominium Properties) a Location Contract
(and all such locations are, collectively, the "Locations")."
(e) The definition of "On-Location Machines" is hereby amended by
deleting such definition its entirety and substituting in its place the
following:
""On-Location Machines" shall mean approximately 202,000 coin-
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operated washing machines and dryers installed at Locations, as of
December 31, 1997, and (except in the case of Machines at Condominium
Properties) subject to written or oral Location Contracts."
1.2. Amendment to Article 2 of the Purchase Agreement.
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(a) Section 2.2 of the Purchase Agreement is hereby amended by
deleting clause (a) in its entirety and substituting in its place the following:
"(a) Upon the terms and subject to the conditions contained
herein, on the Closing Date, Buyer shall pay to Sellers for the sale,
transfer, assignment, conveyance and delivery of the MLSLP Partnership
Interests, the MAS Stock and the Purchased Assets an aggregate amount
(the "Purchase Price") equal to Two Hundred and Thirteen Million Two
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Hundred Sixty-Seven Thousand Dollars ($213,267,118.00), a portion of
which (the "Purchase Price Deposit") in an amount equal to
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Five Million Dollars ($5,000,000.00) shall be deposited by Buyer on
the date hereof into an escrow account maintained with the Escrow
Agent on behalf of Sellers, Xxxxxx and Buyer in accordance with the
terms and conditions of an escrow agreement, dated the date hereof, by
and among the Escrow Agent, Sellers, Xxxxxx and Buyer substantially in
the form of Exhibit "B" attached hereto (the "Escrow Agreement")."
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1.3. Amendments to Purchase Agreement in respect of the Transferred
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Affiliated Assets.
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Sellers, Xxxxxx and Buyer hereby agree and acknowledge that:
(a) the term "Affiliated Assets" means the Purchased Assets which are
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the subject of the Assignment and Assumption Agreement dated as of the date
hereof, by and among MLSLP, as assignee, and Xxxxx Laundry Service-Cleveland,
Inc., Xxxxx Midwest and MLS, as assignors (collectively, the "Affiliated
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Sellers");
(b) the Purchased Assets shall include and be deemed to incorporate
each and every of the Affiliated Assets for all purposes in the Purchase
Agreement, including, without limitation (i) the representations and warranties
made by Sellers and Xxxxxx in Article 4 of the Purchase Agreement, and (ii) the
conditions to Buyer's obligations set forth in Article 8 of the Purchase
Agreement;
(c) Section 11.3(a) of the Purchase Agreement is hereby amended as
necessary in order for clause (iv) of the first sentence thereof to include the
failure of any Xxxxx Entity to perform any of its obligations under any of the
arrangements contemplated by or entered into pursuant to Section 3.2(c) of the
Purchase Agreement and the failure of any Affiliated Seller to perform any of
its obligations under any of the arrangements contemplated by or entered into
pursuant the Assignment Agreement; and
(d) any and all liabilities and obligations of the Affiliated Sellers
not expressly assumed by Buyer in the Purchase Agreement and the Assignment and
Assumption Agreement dated as of March 2, 1998, between Buyer, Sellers and
Xxxxxx, shall be Retained Liabilities of Seller and Xxxxxx.
Section 2. Miscellaneous Provisions.
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2.1 Except as herein expressly amended, the Purchase Agreement and
all other agreements, documents, instruments and certificates executed in
connection therewith, except as otherwise provided herein, are ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms.
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2.2 This Amendment may be executed by the parties hereto in one or
more counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement.
2.3 THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS.
2.4 This Amendment shall not constitute a consent or waiver to or
modification of any other provision, term or condition of the Purchase
Agreement. All terms, provisions, covenants, representation, warranties,
agreements and conditions contained in the Purchase Agreement, as amended
hereby, shall remain in full force and effect.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed on their respective behalves, by their respective officers
thereunto duly authorized, all as of the day and year first above written.
COINMACH CORPORATION
/s/ XXXXXXX X. XXXXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
COIN CONTROLLED WASHERS, INC.,
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXX LAUNDRY SERVICE-CENTRAL
LIMITED PARTNERSHIP,
By: XXXXX LAUNDRY SERVICE -
CLEVELAND, INC.
a general partner
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXX SERVICES-TEXAS, INC.
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
SUPERIOR COIN, INC.
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
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SUPERIOR COIN II, INC.
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
ADVANCE XXXXX DOMESTIC MACHINES, INC.
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXX LAUNDRY SERVICE MIDWEST
LIMITED PARTNERSHIP
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: Authorized
Representative
JPS LAUNDRY INC.
/s/ XXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXX LAUNDRY SERVICE, INC.
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
/s/ XXXXXXX X. XXXXXX
______________________________
Xxxxxxx X. Xxxxxx
/s/ XXXXXX X. XXXXXX
______________________________
Xxxxxx X. Xxxxxx
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XXXXX LAUNDRY SERVICES LIMITED
PARTNERSHIP
By: MAS LAUNDRY, INC.,
a general partner
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
MAS LAUNDRY, INC.
/s/ XXXXXXX X. XXXXXX
By: __________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
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