INDEMNITY AGREEMENTIndemnity Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • Delaware
This Indemnity Agreement, dated as of November 24, 2004 (the “Agreement”) is made by and between Coinmach Service Corp., a Delaware corporation (the “Company”) and James N. Chapman, (the “Indemnitee”).
ContractCoinmach Service Corp • February 14th, 2005 • Services-personal services • New York
AMENDMENT NO. 1 dated as of November 24, 2004 (the “Amendment”), with respect to the Holdings Pledge Agreement dated as of January 25, 2002 (the “Holdings Pledge Agreement”), made by Coinmach Laundry Corporation (“Holdings”) in favor of Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Collateral Agent.
ContractAnd Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York
LIMITED WAIVER AND AMENDMENT NO. 1 AND AGREEMENT dated as of November 15, 2004 (this “Waiver & Amendment”), with respect to the Credit Agreement dated as of January 25, 2002 (the “Credit Agreement”), among Coinmach Laundry Corporation (“Holdings”), Coinmach Corporation (the “Borrower”), the Subsidiary Guarantors listed on the signature pages thereto or that otherwise became party to the Credit Agreement by joinder, the lending institutions from time to time party thereto (each, a “Bank” and, collectively, the “Banks”), Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc. (f/k/a Deutsche Banc Alex. Brown Inc.), as Lead Arranger and Book Manager, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC (f/k/a First Union Securities, Inc.), as Syndication Agents, and Credit Lyonnais New York Branch, as Documentation Agent.
PLEDGE AGREEMENTPledge Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York
PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of November 24, 2004, made by COINMACH SERVICE CORP. (the “Company”), a Delaware corporation, and COINMACH LAUNDRY CORPORATION (“Laundry Corp.” and, together with the Company, the “Pledgors”), a Delaware corporation, in favor of THE BANK OF NEW YORK (“BNY”), a New York banking corporation, as Collateral Agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the security agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Security Agreement”), between the Pledgors and the Collateral Agent shall be used herein as so defined.
SUBSIDIARY GUARANTEECoinmach Service Corp • February 14th, 2005 • Services-personal services
This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Subsidiary Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.
GUARANTYGuaranty • February 14th, 2005 • Coinmach Service Corp • Services-personal services
This GUARANTY (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), dated as of November 24, 2004, is made by each Subsidiary (such capitalized term and other terms used in this Guaranty to have the meanings set forth in Article I) of Coinmach Corporation, a Delaware corporation (the “Borrower”), party hereto and such other Subsidiaries of the Borrower as may become parties to this Guaranty in accordance with Section 3.9 (herein individually referred to as a “Guarantor” and collectively as the “Guarantors”), in favor of COINMACH SERVICE CORP., a Delaware corporation (“Holdco”), as holder of the Intercompany Note.
COINMACH SERVICE CORP. (a Delaware corporation) Income Deposit Securities (IDSs) and 11% Senior Secured Notes due 2024 PURCHASE AGREEMENTPurchase Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York
the restrictions imposed by this lock-up agreement (this “Lock-Up Agreement”) continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Merrill Lynch waives, in writing, such extension.
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • Delaware
This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”) is made as of November 24, 2004 by and among Coinmach Holdings, LLC, a Delaware limited liability company (the “Company”), Coinmach Service Corp., a Delaware corporation (“CSC”), each of the executives listed on the Schedule of Executives attached hereto (the “Executives”), GTCR-CLC, LLC, a Delaware limited liability company (“GTCR-CLC”), Jefferies & Company, Inc. (“Jefferies”) and each of the investors listed on the Schedule of Investors attached hereto (the “Investors”). The Executives, GTCR-CLC, Jefferies and the Investors are collectively referred to herein as the “Securityholders” and individually as a “Securityholder.” Capitalized terms used but not otherwise defined herein are defined in Section 9 hereof.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York
This INTERCREDITOR AGREEMENT is dated as of November 24, 2004, and entered into by and among COINMACH LAUNDRY CORPORATION, a Delaware corporation (the “Guarantor”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the collateral agent for the First Lien Creditors (including its successors and assigns from time to time, the “First Lien Collateral Agent”) and THE BANK OF NEW YORK, in its capacity as collateral agent for the Noteholders (including its successors and assigns from time to time, the “Second Lien Collateral Agent”). Capitalized terms used herein shall have the meanings set forth in Section 1 below; provided that capitalized terms defined in the Credit Agreement used (but not otherwise defined) herein shall have the meanings ascribed to them in the Credit Agreement as in effect on the date hereof.
COINMACH SERVICE CORP., as Issuer, THE BANK OF NEW YORK, as Trustee and Collateral Agent, and The Subsidiary Guarantors Party Hereto from Time to Time, as Subsidiary Guarantors INDENTURE Dated as of November 24, 2004 11% Senior Secured Notes due 2024Pledge Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York
INDENTURE, dated as of November 24, 2004, between Coinmach Service Corp., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as herein defined), and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”).
SECURITY AGREEMENT among COINMACH SERVICE CORP., COINMACH LAUNDRY CORPORATION and THE BANK OF NEW YORK, as Collateral Agent Dated as of November 24, 2004Security Agreement • February 14th, 2005 • Coinmach Service Corp • Services-personal services • New York
SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of November 24, 2004, by COINMACH SERVICE CORP. (the “Company”), a Delaware corporation having an office at 303 Sunnyside Boulevard, Plainview, New York 11803, and COINMACH LAUNDRY CORPORATION (“Laundry Corp.” and, together with the Company, the “Pledgors”) in favor of THE BANK OF NEW YORK (“BNY”), as Collateral Agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the indenture, dated as of the date hereof (as amended, modified or supplemented from time to time (the “Indenture”), between the Company, the subsidiary guarantors party thereto from time to time and BNY as trustee (the “Trustee”) and as Collateral Agent shall be used herein as so defined.
