FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF COINMACH HOLDINGS, LLC
Exhibit 8
EXECUTION COPY
FIRST AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT
OF
COINMACH HOLDINGS, LLC
This FIRST AMENDMENT, dated as of November 24, 2004 (this “Amendment”), to the Limited Liability Company Agreement of Coinmach Holdings, LLC (the “LLC”), dated as of March 6, 2003, as amended through the date hereof (the “Agreement”) is by and among the Unitholders signatories hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, pursuant to that certain Purchase Agreement (the “Purchase Agreement”), dated as of November 19, 2004, by and among the LLC and Coinmach Service Corp., a Delaware corporation (“CSC”), the LLC will exchange its shares of Coinmach Laundry Corporation and Appliance Warehouse of America, Inc. for certain shares of CSC’s capital stock; and
WHEREAS, the Unitholders parties hereto, being the holders of the Required Interest, wish to amend the Agreement in the manner set forth herein for the purpose of making certain changes desirable in connection with the exchange described in the foregoing recital.
NOW, THEREFORE, the undersigned Unitholders hereby agree as follows:
1. Article 1. Article 1 of the Agreement is hereby amended as follows:
a. The following terms and definitions are added thereto in proper alphabetical order:
“CSC” shall mean Coinmach Service Corp., a Delaware corporation.
b. The term “Coinmach Class A Preferred Stock” and the definition thereof is deleted.
c. The definition of the term “Fundamental Change” is hereby amended by adding the following sentence to the end thereof:
“Anything to the contrary notwithstanding, the exchange of the LLC’s shares of capital stock of Coinmach Laundry Corporation and Appliance Warehouse of America, Inc. for shares of capital stock of CSC pursuant to that certain Purchase Agreement, dated as of November 19, 2004, between the LLC and CSC shall not constitute a Fundamental Change.”
3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
4. Incorporation by Reference. This Amendment shall be construed in accordance with the provisions contained in Article XV of the Agreement and such provisions are hereby incorporated by reference, mutatis mutandis, as though expressly set forth herein.
[Signature pages follow]
IN WITNESS WHEREOF, the undersigned parties have caused this First Amendment to the Limited Liability Company Agreement of Coinmach Holdings, LLC to be executed on the date first above written.
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COINMACH HOLDINGS, LLC |
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By: |
/s/ Xxxxxx X. Xxxxx |
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Name: |
Xxxxxx X. Xxxxx |
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Title: Chief Financial Officer |
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GTCR-CLC, LLC |
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By: |
GTCR Fund VII, L.P. |
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Its: |
Managing Member |
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By: |
GTCR Partners VII, L.P. |
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Its: |
General Partner |
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By: |
GTCR Xxxxxx Xxxxxx, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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Its: |
Principal |
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TCW/CRESCENT
MEZZANINE PARTNERS II, L.P. |
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By: |
TCW/Crescent
Mezzanine II, L.L.C., |
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By: |
TCW/Crescent
Mezzanine, L.L.C., |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
XXXXXXX X. XXXXXXXX |
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Title: |
MANAGING DIRECTOR |
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TCW LEVERAGED INCOME TRUST, L.P. |
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By: |
TCW
Advisors (Bermuda), Ltd., |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Managing Director |
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By: |
TCW
Investment Management Company, |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
XXXXXXX X. XXXXXXXX |
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Title: |
MANAGING DIRECTOR |
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TCW LEVERAGED INCOME TRUST II, L.P. |
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By: |
TCW
(XXXX XX), L.P., |
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By: |
TCW
Advisors (Bermuda), Ltd., |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Managing Director |
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By: |
TCW
Investment Management Company, |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
XXXXXXX X. XXXXXXXX |
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Title: |
MANAGING DIRECTOR |
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TCW LEVERAGED INCOME TRUST IV, L.P. |
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By: |
TCW
Asset Management Company, as Investment |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
XXXXXXX X. XXXXXXXX |
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Title: |
MANAGING DIRECTOR |
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By: |
TCW
Asset Management Company, as managing |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Managing Director |
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XXXXXXXXX & COMPANY, INC. |
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By: |
/s/ Xxxxxx X. Eskrs |
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Name: |
Xxxxxx X. Eskrs |
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Title: |
Managing Director |
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FILBERT INVESTMENT PTE LTD. |
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By: |
/s/ Lim Xxxx Xxx |
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Name: |
Lim Xxxx Xxx |
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Title: |
Director |
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MCS CAPITAL, INC. |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: Xxxxxxx X. Xxxxxxxx |
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Title: President |
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/s/ Xxxxxxx X. Xxxxxxxx |
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Xxxxxxx X. Xxxxxxxx |
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/s/ Xxxxxxxx Xxxxx |
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Xxxxxxxx Xxxxx |
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/s/ Xxxxxx X. Xxxxx |
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Xxxxxx X. Xxxxx |
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/s/ Xxxxxxx X. Xxxxxx |
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Xxxxxxx X. Xxxxxx |
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/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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