EXHIBIT 10.3
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SECOND SUPPLEMENTAL INDENTURE
Dated as of October 8, 1997
(Supplemental to Indenture dated as of November 30, 1995)
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COINMACH CORPORATION, as Issuer
TO
STATE STREET BANK AND TRUST COMPANY,
(successor in interest to Shawmut Bank Connecticut,
National Association), as Trustee
______________________________________________________________________________
11 3/4% SENIOR NOTES DUE 2005
and
SERIES B 11 3/4% SENIOR NOTES DUE 2005
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Page 139 of 163
SECOND SUPPLEMENTAL INDENTURE, dated as of the 8th day of October,
1997 made by and between COINMACH CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "Company"), and STATE
STREET BANK AND TRUST COMPANY (successor in interest to Shawmut Bank
Connecticut, National Association), as Trustee (the "Trustee").
WHEREAS, the Company executed and delivered to the Trustee an
Indenture, dated as of November 30, 1995, as supplemented by a First
Supplemental Indenture thereto dated as of December 11, 1995 (collectively, the
"Original Indenture") providing for the issuance of its 11 3/4% Senior Notes due
2005 (the "Initial Notes") and its Series B 11 3/4% Senior Notes due 2005 (the
"Exchange Notes", and together with the Initial Notes, the "Notes"); and
WHEREAS, Section 9.02 of the Original Indenture provides, among other
things, that the Company, when authorized by a resolution of its Board of
Directors and the Trustee, may amend or supplement the Original Indenture
provided that such amendment or supplement has been approved by the Holder or
Holders (as defined in the Original Indenture) of at least a majority in
aggregate principal amount of the outstanding Notes in accordance with Section
9.02 of the Original Indenture; and
WHEREAS, Section 9.06 of the Original Indenture provides that the
Trustee shall execute any amendment, supplement or waiver to the Original
Indenture authorized pursuant to Article Nine of the Original Indenture; and
WHEREAS, all requirements of law and of the certificate of
incorporation and by-laws of the Company, including all requisite action on the
part of its directors and officers relating to the execution of this Second
Supplemental Indenture have been complied with and observed, all approvals of
Holders of Notes issued and outstanding under the Original Indenture required
pursuant to Section 9.02 of the Original Indenture in connection with this
Second Supplemental Indenture have been obtained and all things necessary to
make this Second Supplemental Indenture a valid and legally binding instrument
in accordance with its terms have happened, been done and been performed;
NOW THEREFORE, the Company and the Trustee hereby agree as follows:
ARTICLE 1.
MISCELLANEOUS
1. Section 4.12 of the Original Indenture is hereby amended in its
entirety to read as follows:
"The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create,
incur, assume, guarantee, acquire, become liable,
contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur")
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any Indebtedness (other than Permitted Indebtedness);
provided, however, that (i) during the period of time
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commencing on the date of the Second Supplemental Indenture
through and including the date which is the second
anniversary thereof (the "Special Window Period"), if no
Default or Event of Default shall have occurred and be
continuing at the time of or as a consequence of the
incurrence of any such Indebtedness, the Company and its
Restricted Subsidiaries may incur Indebtedness (including,
without limitation, Acquired Indebtedness) if on the date of
the incurrence of such Indebtedness, after giving effect to
the incurrence thereof, the Consolidated Fixed Charge
Coverage Ratio of the Company is greater than 2.10 to 1.00
and (ii) during any period of time other than the Special
Window Period if no Default or Event of Default shall have
occurred and be continuing at the time of or as a
consequence of the occurrence of any such Indebtedness, the
Company and its Restricted Subsidiaries may incur
Indebtedness (including, without limitation, Acquired
Indebtedness) if on the date of the incurrence of such
Indebtedness, after giving effect to the incurrence thereof,
the Consolidated Fixed Charge Coverage Ratio of the Company
is greater than 2.25 to 1.00."
2. All provisions of this Second Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Original Indenture; and
the Original Indenture, as supplemented by this Second Supplemental Indenture,
shall be read, taken and construed as one and the same instrument.
3. The Trustee accepts the trusts created by the Original Indenture,
as supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Original Indenture, as supplemented by
this Second Supplemental Indenture. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Second Supplemental Indenture, except for the Trustee's certificate of
authentication, or the due execution hereof by the Company, or for or in respect
of the recitals contained herein, all of which recitals are made by the Company
solely.
4. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Original Indenture.
5. This Second Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, as of the date first above written.
COINMACH CORPORATION
/s/ Xxxxxx X. Xxxxx
By: ___________________________________
Name: Xxxxxx X. Xxxxx
Title: SVP
STATE STREET BANK AND TRUST COMPANY,
as Trustee
/s/ Xxxxxx X. Xxxx, Xx.
By: ___________________________________
Name: XXXXXX X. XXXX, XX.
Title: VICE PRESIDENT
