EXHIBIT 10.31
REGISTRATION AGREEMENT
THIS REGISTRATION AGREEMENT (the "Agreement") is made as of March 6, 2003,
among Coinmach Holdings, LLC, a Delaware limited liability company (the "LLC"),
GTCR-CLC, LLC ("GTCR-CLC"), each of the executives listed on the Schedule of
Executives attached hereto (the "Executives"), each of the investors listed on
the Schedule of Investors attached hereto (the "Investors"), and each of the
other Persons who hereafter agree to become party to and bound by this Agreement
(together with GTCR-CLC, the Executives and the Investors, the
"Securityholders"). Capitalized terms used but not otherwise defined herein are
defined in Section 9 hereof.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. Demand Registrations.
(a) Requests for Registration. The Securityholders contemplate the
organization of a corporation and reorganization or recapitalization of the LLC
pursuant to Section 15.7 of the LLC Agreement. The corporate successor to the
LLC shall be referred to herein as the "Company." At any time after the
organization of the Company, the holders of a majority of the GTCR Registrable
Securities may request registration under the Securities Act of all or any
portion of their Registrable Securities on Form S-1 or any similar long-form
registration (a "Long-Form Registration"), or on Form S-2 or S-3 (including
pursuant to Rule 415 under the Securities Act) or any similar short-form
registration (a "Short-Form Registration"), if available. In addition, no
earlier than 180 days after the Company has completed its initial public
offering, each of (A) the holders of at least a majority of the GIC Registrable
Securities may request registration under the Securities Act of all or part of
their Registrable Securities in a Long-Form Registration or, if available, in a
Short-Form Registration, and (B) the holders of at least a majority of the
TCW/Crescent Registrable Securities may request registration under the
Securities Act of all or part of their Registrable Securities in a Long-Form
Registration or, if available, in a Short-Form Registration. All registrations
requested pursuant to this Section 1(a) are referred to herein as "Demand
Registrations." Each request for a Demand Registration shall specify the
approximate number of Registrable Securities requested to be registered and the
anticipated per share or per unit price range for such offering. Within ten days
after receipt of any such request, the Company shall give written notice of such
requested registration to all other holders of Registrable Securities and shall
include in such registration all Registrable Securities with respect to which
the Company has received written requests for inclusion therein within 15 days
after the receipt of the Company's notice.
(b) Long-Form Registrations. Subject to Section 1(a) above, the holders of
a majority of the GTCR Registrable Securities shall be entitled to request four
(4) Long-Form Registrations, and each of (x) the holders of a majority of the
GIC Registrable Securities and (y) the holders of a majority of the TCW/Crescent
Registrable Securities, shall be entitled to request
one (1) Long-Form Registration, in which the Company shall pay all Registration
Expenses ("Company-paid Long-Form Registrations"). A registration shall not
count as one of the permitted Long-Form Registrations until it has become
effective, and no Long-Form Registration shall count as one of the Company-paid
Long-Form Registrations unless the party requesting such registration is able to
register and sell at least 75% of their Registrable Securities requested to be
included in such registration; provided that in any event the Company shall pay
all Registration Expenses in connection with any registration initiated as a
Company-paid Long-Form Registration whether or not it has become effective and
whether or not such registration is counted as one of the Company-paid Long-Form
Registrations.
(c) Short-Form Registrations. In addition to the Long-Form Registrations
provided pursuant to Section 1(b), the holders of a majority of the GTCR
Registrable Securities shall be entitled to request an unlimited number of
Short-Form Registrations, and each of (x) the holders of a majority of the GIC
Registrable Securities and (y) the holders of a majority of the TCW/Crescent
Registrable Securities shall be entitled to request two (2) Short-Form
Registrations per calendar year, in which the Company shall pay all Registration
Expenses; provided that the aggregate offering value of the Registrable
Securities requested to be registered in any Short-Form Registration must equal
at least $5 million. Demand Registrations shall be Short-Form Registrations
whenever the Company is permitted to use Form X-0, X-0 or other applicable short
form. After the Company has become subject to the reporting requirements of the
Securities Exchange Act, the Company shall use commercially reasonable efforts
to make Short-Form Registrations on Form S-3 available for the resale of
Registrable Securities.
(d) Priority on Demand Registrations. The Company shall not include in any
Demand Registration any securities that are not Registrable Securities without
the prior written consent of the holders of a majority of the Registrable
Securities included in such registration. If a Demand Registration is an
underwritten offering and the managing underwriters advise the Company in
writing that, in their opinion, the number of Registrable Securities and, if
permitted hereunder, other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, that
can be sold in an orderly manner in such offering within a price range
acceptable to the holders of a majority of the Registrable Securities to be
included in such registration, then the Company shall include in such
registration, prior to the inclusion of any securities that are not Registrable
Securities, the number of Registrable Securities requested to be included that,
in the opinion of such underwriters, can be sold in an orderly manner within the
price range of such offering, pro rata among the respective holders thereof on
the basis of the amount of Registrable Securities owned by each such holder and
its Affiliates.
(e) Restrictions on Demand Registrations. The Company shall not be
obligated to effect any Demand Registration within 180 days after the effective
date of a previous Demand Registration or a previous registration in which the
holders of Registrable Securities were given piggyback rights pursuant to
Section 2 hereof and in which there was no reduction in the number of
Registrable Securities requested to be included.
(f) Selection of Underwriters. The holders of a majority of the GTCR
Registrable Securities shall have the right to select the investment banker(s)
and manager(s) to administer the Demand Registration, if any, subject to the
Company's approval which shall not
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be unreasonably withheld; provided that if no holders of GTCR Registrable
Securities are participating in such Demand Registration, the holders of a
majority of the Registrable Securities included in any such Demand Registration
shall have the right to select the investment banker(s) and manager(s) to
administer the offering.
(g) Other Registration Rights. Except with respect to securities issued by
the Company in connection with an acquisition, a debt financing transaction or
entering into a long-term business relationship with a strategic partner
approved by the Company's board of directors and as otherwise provided in this
Agreement, the Company shall not grant to any Person the right to request that
the Company register any equity securities of the Company, or any securities,
options or rights convertible into or exchangeable or exercisable for any such
securities, without the prior written consent of the holders of a majority of
each of the GTCR Registrable Securities and the Investor Registrable Securities.
2. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to register any of
its equity securities under the Securities Act (other than (i) the Company's
first public offering after the date hereof, (ii) pursuant to a Demand
Registration (which is addressed in Section 1 above rather than this Section 2)
or (iii) pursuant to a registration on Form S-4 or S-8 or any successor or
similar forms) and the registration form to be used may be used for the
registration of Registrable Securities (a "Piggyback Registration"), whether or
not for sale for its own account, the Company shall give prompt written notice
to all holders of Registrable Securities of its intention to effect such a
registration and, subject to Sections 2(c) and 2(d) below, shall include in such
registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 20 days after the receipt
of the Company's notice.
(b) Piggyback Expenses. In all Piggyback Registrations, the Registration
Expenses of the holders of Registrable Securities shall be paid by the Company.
(c) Priority on Primary Registrations. If a Piggyback Registration is an
underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that in their opinion the number of
Registrable Securities and, if permitted hereunder, other securities requested
to be included in such registration exceeds the number which can be sold therein
without adversely affecting the marketability of the offering, then the Company
shall include in such registration (i) first, the securities the Company
proposes to sell, (ii) second, the Registrable Securities requested to be
included in such registration, pro rata among the holders of such Registrable
Securities on the basis of the number of shares or units of Registrable
Securities owned by each such holder and its Affiliates and (iii) third, the
other securities requested to be included in such registration pro rata among
the holders of such securities on the basis of the number of such other
securities owned by each such holder and its Affiliates.
(d) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Company's
securities (it being understood that secondary registrations on behalf of
holders of Registrable Securities are
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addressed in Section 1 above rather than in this Section 2(d)), and the managing
underwriters advise the Company in writing that in their opinion the number of
Registrable Securities and, if permitted hereunder, other securities requested
to be included in such registration exceeds the number which can be sold therein
without adversely affecting the marketability of the offering, then the Company
shall include in such registration (i) first, the securities requested to be
included therein by the holders requesting such registration, (ii) second, the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such Registrable Securities on the basis of the number of
shares or units owned by each such holder, its affiliates, and (iii) third, the
other securities requested to be included in such registration.
(e) Selection of Underwriters. If any Piggyback Registration is an
underwritten offering, the selection of investment banker(s) and manager(s) for
the offering must be approved by the holders of a majority of the GTCR
Registrable Securities (or, if no GTCR Registrable Securities are to be included
in such Piggyback Registration, then the holders of a majority of Registrable
Securities) included in such Piggyback Registration. Such approval shall not be
unreasonably withheld.
(f) Withdrawal by Company. If, at any time after giving notice of its
intention to register any of its securities as set forth in Section 2(a) and
before the effective date of such registration statement filed in connection
with such registration, the Company shall determine, for any reason, not to
register such securities, the Company may, in its sole discretion, give written
notice of such determination to each holder of Registrable Securities and
thereupon shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay the Registration Expenses in connection therewith as provided herein).
(g) Other Registrations. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
Section 1 or pursuant to this Section 2, and if such previous registration has
not been withdrawn or abandoned, the Company shall not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-8 or any successor form), whether on its
own behalf or at the request of any holder or holders of such securities, until
a period of at least 180 days has elapsed from the effective date of such
previous registration.
3. Holdback Agreements.
(a) Each holder of Registrable Securities shall not effect any public sale
or distribution (including sales pursuant to Rule 144) of equity securities of
the Company, or any securities, options, or rights convertible into or
exchangeable or exercisable for such securities, during the seven (7) days prior
to and the 180-day period beginning on the effective date of any underwritten
public offering of the Company's equity securities (including Demand
Registrations and Piggyback Registrations) (except as part of such underwritten
registration), unless the underwriters managing the registered public offering
otherwise agree; provided, however, if the holders of GIC Registrable
Securities, TCW/Crescent Registrable Securities or GTCR Registrable Securities,
as the case may be, included in the underwritten public offering are required by
the underwriter managing the public offering to execute a "lock-up" agreement
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which restricts such holders' ability to sell securities for a period shorter
than 180 days, then the 180-day period set forth in this Section 3(a) for each
of the other holders of the GIC Registrable Securities, TCW/Crescent Registrable
Securities and GTCR Registrable Securities shall be reduced to the period
specified in such "lock-up" agreement.
(b) The Company shall not effect any public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and during the
180-day period beginning on the effective date of any underwritten public
offering of the Company's equity securities (including Demand Registrations and
Piggyback Registrations) (except as part of such underwritten registration or
pursuant to registrations on Form S-4 or S-8 or any successor form), unless the
underwriters managing the registered public offering otherwise agree.
4. Registration Procedures. Whenever the holders of Registrable Securities
have requested that any Registrable Securities be registered pursuant to this
Agreement, the Company shall use its best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof, and pursuant thereto the Company shall as expeditiously
as possible:
(a) prepare and file promptly (and no later than 45 days after receipt of
the initial request) with the Securities and Exchange Commission a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become effective;
(b) notify each holder of Registrable Securities of the effectiveness of
each registration statement filed hereunder and prepare and file with the
Securities and Exchange Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for a period of not less
than 120 days and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement;
(c) furnish to each seller of Registrable Securities such number of copies
of such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such seller may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
seller;
(d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 4(d), (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);
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(e) notify each seller of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such seller, the Company shall prepare a supplement or
amendment to such prospectus and/or registration statement so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed and,
if not so listed, to be listed on a securities exchange or the National
Association of Securities Dealers (the "NASD") automated quotation system and,
if listed on the NASD automated quotation system, use its best efforts to secure
designation of all such Registrable Securities covered by such registration
statement as a "national market system security" of The Nasdaq Stock Market
within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or,
failing that, to secure The Nasdaq Stock Market's authorization for such
Registrable Securities and, without limiting the generality of the foregoing, to
arrange for at least two market makers to register as such with respect to such
Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of the first registration statement
relating to Registrable Securities or securities of any class of the Company;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, effecting a unit split,
stock split, combination of units, combination of shares, recapitalization or
reorganization);
(i) make available for inspection by any seller of Registrable Securities,
any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate and
business documents and properties of the Company, and cause the Company's
officers, directors, employees, agents, representatives and independent
accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement;
(j) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of the Company's first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
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(k) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any equity securities included in such registration statement for sale in any
jurisdiction, use its best efforts promptly to obtain the withdrawal of such
order;
(l) use its reasonable best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
sellers thereof to consummate the disposition of such Registrable Securities;
provided that the Company shall not be required, in connection therewith or as a
condition thereto, to qualify to do business or to file a general consent to
service of process in any state or jurisdiction;
(m) if the underwriters so request, use its reasonable best efforts to
obtain a cold comfort letter from the Company's independent public accountants
in customary form and covering such matters of the type customarily covered by
cold comfort letters, which letter shall be addressed to the underwriters; and
(n) if the underwriters so request, use its reasonable best efforts to
obtain an opinion from the Company's outside counsel in customary form and
covering such matters of the type customarily covered by such opinions, which
opinion shall be addressed to the underwriters.
5. Registration Expenses.
(a) All expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses, fees and disbursements of custodians,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions)
and other Persons retained by the Company (all such expenses being herein called
"Registration Expenses"), shall be borne by the Company, and the Company shall
pay its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit or quarterly review, the expense of any
liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the
Company are then listed or, if none are so listed, on a securities exchange or
the NASD automated quotation system (or any successor or similar system).
(b) In connection with each Demand Registration and each Piggyback
Registration, the Company shall reimburse the holders of Registrable Securities
included in such registration for the reasonable fees and disbursements of one
counsel chosen by the holders of a majority of the Registrable Securities
included in such registration.
(c) To the extent Registration Expenses are not required to be paid by the
Company, each holder of securities included in any registration hereunder will
pay those Registration Expenses allocable to the registration of such holder's
securities so included, and any Registration Expenses not so allocable will be
borne by all sellers of securities included in
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such registration in proportion to the aggregate selling price of each seller's
securities to be so registered.
6. Indemnification.
(a) The Company agrees to indemnify, to the extent permitted by law, each
holder of Registrable Securities, its officers, directors, agents and employees
and each Person who controls such holder (within the meaning of the Securities
Act) against any and all losses, claims, damages, liabilities, joint or several,
together with reasonable costs and expenses (including reasonable attorney's
fees), to which such indemnified party may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities arise
out of, are based upon, are caused by, or result from (i) any untrue or alleged
untrue statement of material fact contained (A) in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or (B) in any application or other document or communication (in this
Section 6 collectively called an "Application") executed by or on behalf of the
Company or based upon written information furnished by or on behalf of the
Company filed in any jurisdiction in order to qualify any securities covered by
such registration statement under the "blue sky" or securities laws thereof, or
(ii) any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, and the
Company will reimburse such holder and each such director, officer, agent or
employee and controlling Person for any legal or any other expenses incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided, however, that the Company shall not
be liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of,
is based upon, is caused by, or results from (i) an untrue statement or alleged
untrue statement, or omission or alleged omission, made in such registration
statement, any such prospectus or preliminary prospectus or any amendment or
supplement thereto, or in any Application, in reliance upon, and in conformity
with, written information prepared and furnished to the Company by such holder
expressly for use therein, other than information prepared and furnished to the
Company by such holder in the course of such holder's duties as an officer or
director of the Company, or (ii) by such holder's failure to deliver a copy of
the registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished such holder with a sufficient number of
copies of the same. In connection with any underwritten offering, the Company
will indemnify such underwriters, their officers, directors, agents or employees
and each Person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.
(b) In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any and all losses, claims, damages,
liabilities, joint or several, together with reasonable costs and expenses
(including reasonable attorney's fees), to which such indemnified party may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities arise out of, are based upon, are caused by, or
result
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from (i) any untrue or alleged untrue statement of material fact contained in
the registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or (ii) any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by such holder; provided that the obligation to indemnify shall be
individual, not joint and several, for each holder and shall be limited to the
net amount of proceeds received by such holder from the sale of Registrable
Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder shall (i) give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (provided that the failure to give prompt notice shall not
impair any Person's right to indemnification hereunder to the extent such
failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) The indemnifying party shall not, except with the approval of each
indemnified party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to each indemnified party of a release from all liability
in respect to such claim or litigation without any payment or consideration
provided by such indemnified party.
(e) The indemnification provided for under this Agreement shall remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director, agent, employee or controlling
Person of such indemnified party and shall survive the transfer of securities.
The Company also agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.
7. Participation in Underwritten Registrations. No Person may participate
in any registration hereunder which is underwritten unless such Person (i)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements, (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements, and (iii) completes
and executes any other documents reasonably required.
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8. Subsidiary Public Offering. If, after an initial public offering of the
equity securities of a Subsidiary of the LLC, the LLC distributes securities of
such Subsidiary to members of the LLC, then the rights and obligations of the
Company pursuant to this Agreement shall apply, mutatis mutandis, to such
Subsidiary, and the LLC or the Company, as applicable, shall cause such
Subsidiary to comply with such Subsidiary's obligations under this Agreement.
9. Definitions.
"Affiliate" of any particular Person means any other Person controlling,
controlled by or under common control with such particular Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting
securities, contract or otherwise, and if such Person is a partnership,
"Affiliate" shall also mean each general partner and limited partner of such
Person. An Affiliate of TCW/Crescent Purchasers shall be deemed to include any
TCW/Crescent Purchaser and any of their Affiliates.
"Common Stock" means, collectively, (i) following the organization of a
corporation and reorganization or recapitalization of the LLC into the Company
as provided in Section 1(a) above, the common equity securities of the Company
and any other class or series of authorized capital stock of the Company that is
not limited to a fixed sum or percentage of par or stated value in respect of
the rights of the holders thereof to participate in dividends or in the
distribution of assets upon any liquidation, dissolution or winding up of the
Company and (ii) any common stock of a Subsidiary of either the LLC or the
Company distributed by the LLC or the Company to its unitholders or
shareholders, as applicable.
"Executive Registrable Securities" means, irrespective of which Person
actually holds such securities, (i) any shares of Common Stock issued or
distributed in respect of units of the LLC issued to the Executive and (ii)
common equity securities of the Company or a Subsidiary of either the LLC or the
Company issued or issuable with respect to the securities referred to in clause
(i) above by way of a dividend, split, distribution, conversion or in connection
with a combination of securities, or any recapitalization, merger, consolidation
or other reorganization.
"GIC" means Filbert Investment Pte Ltd and its Affiliates.
"GIC Registrable Securities" means, irrespective of which Person actually
holds such securities, (i) any shares of Common Stock issued or distributed in
respect of units of the LLC issued to GIC and (ii) common equity securities of
the Company or a Subsidiary of either the LLC or the Company issued or issuable
with respect to the securities referred to in clause (i) above by way of a
dividend, split, distribution, conversion or in connection with a combination of
securities, recapitalization, merger, consolidation or other reorganization.
"GTCR Registrable Securities" means, irrespective of which Person actually
holds such securities, (i) any shares of Common Stock issued or distributed in
respect of units of the LLC issued to GTCR and (ii) common equity securities of
the Company or a Subsidiary of either the LLC or the Company issued or issuable
with respect to the securities referred to in
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clause (i) above by way of a dividend, split, distribution, conversion or in
connection with a combination of securities, recapitalization, merger,
consolidation or other reorganization.
"Investor Registrable Securities" means, collectively, the GIC Registrable
Securities and the TCW/Crescent Registrable Securities.
"Jefferies Registrable Securities" means, irrespective of which Person
actually holds such securities, (i) any shares of Common Stock issued or
distributed in respect of units of the LLC issued to Xxxxxxxxx & Company, Inc.
("Jefferies") and (ii) common equity securities of the Company or a Subsidiary
of either the LLC or the Company issued or issuable with respect to the
securities referred to in clause (i) above by way of a dividend, split,
distribution, conversion or in connection with a combination of securities,
recapitalization, merger, consolidation or other reorganization.
"Person" means an individual, a partnership, a joint venture, a
corporation, a trust, a limited liability company, an unincorporated
organization or a government or any department or agency thereof.
"Registrable Securities" means, collectively, the Executive Registrable
Securities, the GTCR Registrable Securities, the Investor Registrable Securities
and the Jefferies Registrable Securities. As to any particular Registrable
Securities, such securities will cease to be Registrable Securities when they
have been distributed to the public pursuant to an offering registered under the
Securities Act or sold to the public through a broker, dealer or market maker in
compliance with Rule 144 (or any similar rule then in force) under the
Securities Act. For purposes of this Agreement, a Person will be deemed to be a
holder of Registrable Securities whenever such Person has the right to acquire
such Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.
"Securities Act" means the Securities Act of 1933, as amended.
"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor federal law then in force, together with all rules and
regulations promulgated thereunder.
"Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership, association, or other business entity of which
(i) if a corporation, a majority of the total voting power of equity securities
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers, or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association, or other business entity, a
majority of the partnership or other similar ownership interest thereof is at
the time owned or controlled, directly or indirectly, by that Person or one or
more Subsidiaries of that Person or a combination thereof. For purposes hereof,
a Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association, or other business entity if
such Person or Persons shall be
11
allocated a majority of limited liability company, partnership, association, or
other business entity gains or losses or shall be, or control, the managing
director or general partner of such limited liability company, partnership,
association, or other business entity. Reference to any "Subsidiary" shall be
given effect only at such times as that Person or Persons has one or more
Subsidiaries.
"TCW/Crescent Purchasers" means, collectively, TCW/Crescent Mezzanine
Partners II, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust
II, a Delaware business trust, TCW Leverage Income Trust, L.P., a Delaware
limited partnership, TCW Leveraged Income Trust II, L.P., a limited partnership,
and TCW Leveraged Income Trust IV, L.P., a limited partnership, any of their
Affiliates or any holder of Stockholder Shares for whom Trust Company of the
West or any Affiliate of Trust Company of the West acts as an Account Manager
(each individually a "TCW/Crescent Purchaser").
"TCW/Crescent Registrable Securities" means, irrespective of which Person
actually holds such securities, (i) any shares of Common Stock issued or
distributed in respect of units of the LLC issued to the TCW/Crescent Purchasers
and (ii) common equity securities of the Company or a Subsidiary of either the
LLC or the Company issued or issuable with respect to the securities referred to
in clause (i) above by way of a dividend, split, distribution, conversion or in
connection with a combination of securities, recapitalization, merger,
consolidation or other reorganization.
10. Miscellaneous.
(a) No Inconsistent Agreements. Neither the LLC nor the Company shall
hereafter enter into any agreement with respect to its securities that is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.
(b) Adjustments Affecting Registrable Securities. The Company shall not
take any action, or permit any change to occur, with respect to its securities
that would materially and adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or that would materially and adversely
affect the marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split, or a combination of
shares).
(c) Remedies. Any Person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.
(d) Amendments and Waivers. Except as otherwise provided herein, no
modification, amendment, or waiver of any provision of this Agreement shall be
effective against the LLC, the Company or the holders of Registrable Securities
unless such modification,
12
amendment, or waiver is approved in writing by the LLC or the Company, as the
case may be, and (i) the holders of at least a majority of the Registrable
Securities or (ii) prior to the organization of a corporation and reorganization
or recapitalization of the LLC pursuant to Section 15.7 of the LLC Agreement,
holders of a majority of the Common Units (as defined in the LLC Agreement);
provided that no such amendment or modification that would materially and
adversely affect holders of one class or group of Registrable Securities in a
manner different than holders of any other class or group of Registrable
Securities shall be effective against the holders of such class or group of
Registrable Securities without the prior written consent of the holders of at
least a majority of Registrable Securities of such class or group materially and
adversely affected thereby. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement, or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute a waiver of any such breach or any other covenant, duty, agreement,
or condition.
(e) Successors and Assigns. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not. In addition, whether or not any express assignment has been
made, the provisions of this Agreement which are for the benefit of purchasers
or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.
(f) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(g) Counterparts. This Agreement may be executed simultaneously in two or
more counterparts (including by means of telecopied signature pages), any one of
which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same Agreement.
(h) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
(i) Governing Law. The law of the State of Delaware shall govern all
issues and questions concerning the relative rights of the LLC, the Company and
its securityholders. All other issues and questions concerning the construction,
validity, interpretation and enforcement of this Agreement and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
(j) Entire Agreement. Except as otherwise expressly set forth herein, this
Agreement, those documents expressly referred to herein, and the other documents
of even date herewith embody the complete agreement and understanding among the
parties and supersede
13
and preempt any prior understandings, agreements, or representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way, including, without limitation, the Registration Agreement of
CLC Acquisition Corporation, a Delaware corporation and the predecessor to
Coinmach Laundry Corporation, a wholly-owned subsidiary of the LLC, dated July
5, 2000.
(k) Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable overnight courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to each Executive at the address indicated on the
Schedule of Executives attached hereto, to each Investor at the address
indicated on the Schedule of Investors attached hereto, and to the Company and
GTCR-CLC at the addresses indicated below:
If to the Company:
Coinmach Laundry Corporation
000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
with copies, which will not constitute notice to the Company, to:
GTCR Fund VII, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxx
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, P.C.
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
If to GTCR-CLC:
GTCR-CLC, LLC
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxx
14
with a copy, which will not constitute notice to GTCR-CLC, to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, P.C.
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
* * * * *
15
IN WITNESS WHEREOF, the parties have executed this Registration Agreement
as of the date first written above.
COINMACH HOLDINGS, LLC
By: /S/ XXXXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Its:
GTCR-CLC, LLC
By: GTCR Fund VII, L.P.
Its: Managing Member
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /S/ XXXXX X. XXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxx
Its: Principal
TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
TCW/CRESCENT MEZZANINE TRUST II
By: TCW/Crescent Mezzanine II, L.L.C.,
as investment manager
By: TCW/Crescent Mezzanine, L.L.C.,
its managing owner
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisors (Bermuda), Ltd.,
as general partner
By: /S/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
By: TCW Investment Management Company,
as Investment Advisor
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (XXXX XX), L.P.,
as general partner
By: TCW Advisors (Bermuda), Ltd..,
as general partner
By: /S/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
By: TCW Investment Management Company,
as Investment Advisor
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
TCW LEVERAGED TRUST IV, L.P.
By: TCW Asset Management Company, as Investment Advisor
By: /S/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
By: TCW Asset Management Company, as managing member
Of TCW (XXXX XX), L.L.C., the general partner
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
FILBERT INVESTMENT PTE LTD.
By: /S/ XXXXX X. XXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxx
Its: Director
JEFFERIES & COMPANY, INC.
By: /S/ XXXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Its: Vice Chairman
MCS CAPITAL, INC.
By: /S/ XXXXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
/S/ XXXXXXXX XXXXX
---------------------------------
Xxxxxxxx Xxxxx
/S/ XXXXXXX X. XXXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxxx
/S/ XXXXXXX X. XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx
/S/ XXXXXX X. XXXXX
---------------------------------
Xxxxxx X. Xxxxx
/S/ XXXXX X. XXXXXXX
---------------------------------
Xxxxx X. Xxxxxxx
SCHEDULE OF EXECUTIVES
Name and Address
Xxxxxxx X. Xxxxxxxx
x/x Xxxxxxxx Xxxxxxx Corporation
000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Xxxxxxxx Xxxxx
00 Xxxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Xxxxxx X. Xxxxx
00 Xxxxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Xxxxxxx X. Xxxxxx
c/o Coinmach Laundry Corporation
000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Xxxxx X. Xxxxxxx
000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
SCHEDULE OF INVESTORS
FILBERT INVESTMENT PTE LTD
c/o GIC Special Investments
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
with a copy to:
Xxxxxx Xxxxxx White & XxXxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
TCW/CRESCENT MEZZANINE TRUST II
TCW LEVERAGE INCOME TRUST, L.P.
TCW LEVERAGED INCOME TRUST II, L.P.
TCW LEVERAGED INCOME TRUST IV, L.P.
x/x XXX Xxxxxxxx Xxxxxxxxx L.L.C.
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
with a copy to:
Xxxx X. Xxxxx
Gardere Xxxxx Xxxxxx LLP
0000 Xxx Xxxxxx
0000 Xxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
XXXXXXXXX & COMPANY, INC.
00000 Xxxxx Xxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxxx
