EXHIBIT 10.3
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
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THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") dated
as of January 8, 1997, is entered into by and among Kwik Wash Industries, L.P.,
a Texas limited partnership (the "Partnership"), KWL, Inc., a Nevada corporation
and sole general partner of the Partnership (the "GP"), Kwik-Wash Laundries,
Inc., a Nevada corporation and sole limited partner of the Partnership (the "LP"
and, together with the GP, the "Partners"), Coinmach Corporation, a Delaware
corporation (the "Buyer"), and each of the undersigned individuals each a
"Seller" and, collectively, the "Sellers".
RECITALS
A. Sellers, the Partners, the Partnership and Buyer entered into that
certain Stock Purchase Agreement, dated as of November 25, 1996 (the "Stock
Purchase Agreement"), pursuant to which the Sellers agree, on the terms and
conditions contained in the Stock Purchase Agreement, to sell the Stock of the
Partners to Buyer.
X. Xxxxxxx, the Partners, the Partnership and Buyer desire to amend the
Stock Purchase Agreement as provided in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
accuracy of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Each term used in this Amendment shall have the
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meaning given to such term in the Stock Purchase Agreement unless otherwise
defined herein.
2. Amendment of Definition of 1996 Liabilities. Section 2.3(b)(i)(E) of
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the Stock Purchase Agreement is hereby amended to read in its entirety as
follows:
(E) "1996 Liabilities" shall mean the net amount of all current
liabilities of the Partners on the 1996 Balance Sheet as determined in
accordance with generally accepted accounting principles; provided,
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however, that, for purposes of this Agreement, "1996 Liabilities"
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shall not include (1) the current portion of notes payable arising out
of real estate transactions and only to the extent not in connection
with the Business or (2) the current portion of Indebtedness arising
out of the certain credit agreement entered into between NationsBank
and the Partnership which in accordance with the
requirements of generally accepted accounting principles which would
otherwise be required to be included in current liabilities of the
Partners on the 1996 Balance Sheet.
3. Reaffirmation of the Stock Purchase Agreement. The Stock Purchase
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Agreement, as amended by this Amendment, shall continue in full force and effect
in accordance with its terms.
4. Governing Law. This Amendment shall be construed and enforced in
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accordance with the laws of the State of New York without regard to principles
of conflict of laws.
5. Counterparts. This Amendment may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
(THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.)
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IN WITNESS WHEREHOF, the Parties have executed this Amendment, or have
caused this Amendment to be duly executed on their behalf by their respective
officers thereunto duly authorized, as of the day and year first above written.
COINMACH CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President
KWIK WASH LAUNDRIES, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President of KWL,
Inc., General Partner
of Kwik Wash Laundries,
L.P.
KWL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
KWIK-WASH LAUNDRIES, INC.
By: /s/ Xxx XxXxxx
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Name: Xxx XxXxxx
Title: President
/s/ Xxxxxx Xxxx Xxxx
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Xxxxxx Xxxx Xxxx
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/s/ Xxxxxx Xxxx Xxxx
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Xxxxxx Xxxx Xxxx
/s/ Xxxxx Xxx Ford
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Xxxxx Xxx Ford
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx Xxxx, Xx.
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Xxxxxxx Xxxxxxxx Xxxx, Xx.
Trustee U/D/T February 4, 1994
