EXHIBIT 10.69
TCC
AMENDMENT TO INVESTOR PURCHASE AGREEMENTS
THIS AMENDMENT TO INVESTOR PURCHASE AGREEMENTS (the "Amendment") is made as
of January __, 1997 by and among Coinmach Laundry Corporation ("CLC"), a
Delaware corporation, formerly known as SAS Acquisitions, Inc., Golder, Thoma,
Xxxxxxx, Xxxxxx Fund IV, L.P. ("GTCR"), Coinmach Corporation ("Coinmach"), a
Delaware corporation, formerly known as Solon Automated Services, Inc. and
successor by merger with The Coinmach Corporation, Xxxxxx Financial, Inc.
("Xxxxxx"), Xxxxxxx National Life Insurance Company ("JNL"), individually and as
successor by merger with Xxxxxxx National Life Insurance Company of Michigan,
President and Fellows of Harvard College ("Harvard"), Xxxxx X. Xxxxxxx
("Xxxxxxx") and Xxxxxxx X. Xxxxxx ("Xxxxxx").
R E C I T A L S
WHEREAS, CLC, Coinmach, GTCR and each of Xxxxxx, JNL (individually and
as successor by merger with Xxxxxxx National Life Insurance Company of
Michigan), Harvard, Xxxxxxx and Xxxxxx are parties to Investor Purchase
Agreements, each dated as of January 31, 1995, as amended by that certain
Omnibus Agreement, dated as of November 30, 1995 (as amended, collectively, the
"Investor Purchase Agreements");
WHEREAS, the parties hereto desire to amend each of the Investor Purchase
Agreements on the terms and conditions set forth herein.
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 Amendment agree as follows:
1. Amendment. Effective as of July 18, 1996 and without further action by
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the parties hereto, (a) each of the Investor Purchase Agreements is hereby
amended by deleting Sections 3B and 3C in their entirety, and (b) each of the
Investor Purchase Agreements to which Harvard, Xxxxxxx or Xxxxxx is a party is
hereby amended by deleting Section 3D in its entirety.
2. Counterparts. This Amendment may be executed in multiple counterparts,
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each of which shall be an original and all of which taken together shall
constitute one and the same agreement.
3. Successors and Assigns. This Amendment shall bind each of the parties
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hereto and their respective successors and permitted assigns and inure to the
benefit of and be enforceable by each of the parties hereto and their respective
successors and permitted assigns.
4. Amendment and Waiver. The provisions of this Amendment may be amended
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or modified only by written agreement of the parties hereto. No course of
dealing between the parties or third party beneficiaries hereof or any delay in
exercising any rights hereunder shall operate as a waiver of any rights of any
such person.
5. Descriptive Headings. The descriptive headings of this Amendment are
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inserted for convenience only and do not constitute a part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.
COINMACH LAUNDRY CORPORATION
(formerly known as SAS Acquisitions, Inc.)
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Senior Vice President
COINMACH CORPORATION
(formerly known as Solon Automated Services,
Inc.)
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
GOLDER, THOMA, XXXXXXX, XXXXXX FUND IV, L.P.
By: GTCR, L.P., its General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx
Principal
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Vice President
2
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
(individually and as successor by merger to
Xxxxxxx National Life Insurance Company of
Michigan)
By: PPM America, Inc., its agent
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
PRESIDENT AND FELLOWS OF HARVARD COLLEGE
By: Harvard Management Company, Inc.
By: Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Authorized Signatory
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Authorized Signatory
/s/ Xxxxx X. Xxxxxxx
__________________________________________
Xxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
__________________________________________
Xxxxxxx X. Xxxxxx
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