EXHIBIT 10.32
SECURITYHOLDERS AGREEMENT
THIS SECURITYHOLDERS AGREEMENT (this "Agreement") is made as of March 6,
2003 by and among Coinmach Holdings, LLC, a Delaware limited liability company
(the "Company"), 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.
WHEREAS, Coinmach Laundry Corporation, a Delaware corporation ("Coinmach
Laundry"), is a wholly-owned subsidiary of the Company;
WHEREAS, Coinmach Corporation, a Delaware corporation ("Coinmach
Corporation"), is a wholly-owned subsidiary of Coinmach Laundry;
WHEREAS, Appliance Warehouse of America, Inc., a Delaware corporation
("Appliance Warehouse"), was formed as a wholly-owned subsidiary of Coinmach
Corporation;
WHEREAS, Coinmach Corporation declared and paid a dividend on its issued
and outstanding shares of common stock, par value $.01 per share, payable in
shares of common stock, par value $.01 per share, of Appliance Warehouse (the
"AWA Common Stock");
WHEREAS, Coinmach Laundry declared a dividend (the "AWA Common Stock
Dividend") on its issued and outstanding shares of common stock, par value $.01
per share (the "CLC Common Stock"), payable in shares of AWA Common Stock;
WHEREAS, the AWA Common Stock Dividend is payable on the Closing Date to
holders of record of CLC Common Stock as of the Closing Date;
WHEREAS, GTCR-CLC contributed to the Company all of the (i) CLC Common
Stock, (ii) AWA Common Stock (by assignment of its right to receive the AWA
Common Stock Dividend) and (iii) Class B1 Preferred Stock of Coinmach Laundry
(the "CLC Class B1 Preferred Stock") owned (or with respect to which GTCR-CLC
had the right to receive), directly or indirectly, by GTCR-CLC in exchange for
the number of Securityholders Units set forth in that certain GTCR Contribution
Agreement by and between GTCR-CLC and the Company, dated as of March 6, 2003
(the "GTCR Contribution Agreement");
WHEREAS, each Executive contributed to the Company all of the (i) CLC
Common Stock, (ii) AWA Common Stock (by assignment of its right to receive the
AWA Common Stock Dividend) and (iii) Class B2 Preferred Stock of Coinmach
Laundry (the "CLC Class B2 Preferred Stock") owned (or with respect to which
such Executive had the right to receive), directly or indirectly, by such
Executive in exchange for the number of Securityholder Units set
forth in those certain Management Contribution Agreements by and between each
Executive and the Company, dated as of March 6, 2003 (the "Management
Contribution Agreements");
WHEREAS, each Investor contributed to the Company all of the (i) CLC
Common Stock, (ii) AWA Common Stock (by assignment of its right to receive the
AWA Common Stock Dividend), (iii) Class A Preferred Stock of Coinmach Laundry
(the "CLC Class A Preferred Stock") and (iv) CLC Class B1 Preferred Stock owned
(or with respect to which such Investor had the right to receive), directly or
indirectly, by such Investor in exchange for the number of Securityholder Units
set forth in that certain Co-Investor Contribution Agreement by and between the
Investors and the Company, dated as of March 6, 2003 (the "Investors
Contribution Agreement");
WHEREAS, Jefferies contributed to the Company all of the (i) CLC Common
Stock, (ii) AWA Common Stock (by assignment of its right to receive the AWA
Common Stock Dividend) and (iii) CLC Class B1 Preferred Stock owned (or with
respect to which Jefferies had the right to receive), directly or indirectly, by
Jefferies in exchange for the number of Securityholder Units set forth in that
certain Jefferies Contribution Agreement by and between Jefferies and the
Company, dated as of March 6, 2003 (the "Jefferies Contribution Agreement", and
together with the Investors Contribution Agreement, the GTCR Contribution
Agreement and the Management Contribution Agreements, the "Contribution
Agreements");
WHEREAS, the Company and the Securityholders desire to enter into this
Agreement for the purposes, among others, of (i) establishing the composition of
the Company's board of managers (the "Board"), (ii) assuring continuity in the
management and ownership of the Company and (iii) limiting the manner and terms
by which the Securityholder Units may be transferred. The execution and delivery
of this Agreement is a condition to the Investors', Jefferies', GTCR-CLC's and
the Executives' contribution of CLC Common Stock, CLC Preferred Stock and AWA
Common Stock pursuant to the Contribution Agreements.
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 Agreement hereby agree as follows:
1. Board of Managers.
(a) From the date hereof and until the provisions of this Section 1 cease
to be effective, each Securityholder shall vote all of his or its Securityholder
Units which are voting Units and any other voting securities of the Company over
which such Securityholder has voting control and shall take all other necessary
or desirable actions within his or its control (whether in its capacity as a
securityholder, manager, member of a Board committee or officer of the Company
or otherwise, and including, without limitation, attendance at meetings in
person or by proxy for purposes of obtaining a quorum and execution of written
consents in lieu of meetings), and the Company shall take all necessary or
desirable actions within its control (including, without limitation, calling
special Board and securityholder meetings), so that:
(i) the authorized number of managers on the Board shall be the
number necessary to allow for the designations provided for pursuant to
Section
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1(a)(ii) below or such higher number as determined by GTCR-CLC from time
to time;
(ii) the following individuals shall be elected to the Board:
(1) three (3) individuals designated by GTCR-CLC, which
individuals initially shall be Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx
and Xxxxx X. Xxxxxx (the "GTCR Managers");
(2) the Chief Executive Officer of the Company (the
"Management Manager");
(3) one (1) or more individuals designated by GTCR-CLC (the
"Outside Managers") who are not members of Coinmach Laundry's or the
Company's management or employees or officers of Coinmach Laundry,
the Company or their respective Subsidiaries and who are reasonably
acceptable to the Executives, one of which initially shall be Xxxxx
X. Xxxxxxx; provided that if after 60 days GTCR-CLC and the
Executives are unable to agree upon the designation of any Outside
Manager(s), then GTCR-CLC shall designate such Outside Manager(s) in
its sole discretion; provided further that the rights of GTCR-CLC
under this Section 1 shall terminate at such time as GTCR-CLC and
its Permitted Transferees hold in the aggregate less than 50% of the
Securityholder Units held by GTCR-CLC on the date hereof; and
(4) if requested by GIC, one individual (the "GIC Manager")
designated by GIC; provided that the rights of GIC under this
Section 1 shall terminate at such time as GIC and its Permitted
Transferees hold in the aggregate less than 50% of the
Securityholder Units held by GIC on the date hereof;
(iii) the composition of the boards of directors of Coinmach Laundry
(the "Coinmach Laundry Board"), Coinmach Corporation (the "Coinmach
Operating Board") and Appliance Warehouse (the "Appliance Board", and
together with the Board, the Coinmach Laundry Board and the Coinmach
Operating Board, the "Coinmach Boards") shall be the same as that of the
Board and the members of the board of directors or board of managers, as
the case may be, of each of the Company's other Subsidiaries shall be
designated by the Board; provided, however, that the Outside Manager(s) on
the Coinmach Operating Board and the Appliance Board (A) shall not be
required to be the same as the Outside Manager(s) on the Board and (B)
shall be designated as set forth in the amended and restated bylaws of
Coinmach Corporation and Appliance Warehouse, respectively;
(iv) any committees of any of the Coinmach Boards shall be created
only upon, and may be disbanded upon, the approval of not less than three
members of the Board, and each such committee (if any) shall include at
least one GTCR Manager;
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(v) the removal from any of the Coinmach Boards (with or without
cause) of any GTCR Manager or Outside Manager shall be at GTCR-CLC's
written request, but only upon such written request and under no other
circumstances; and
(vi) if the Management Manager ceases to be the Chief Executive
Officer of the Company, he shall be removed as a Manager of the Company
and a director of each of the other Coinmach Boards promptly after his
employment in such office ceases; and
(vii) in the event that any GTCR Manager, Management Manager, GIC
Manager or Outside Manager ceases to serve as a member of any of the
Coinmach Boards during his/her term of office, the resulting vacancy on
such Coinmach Board shall be filled in the manner provided in
subparagraphs (ii)(1) through (4) above, as the case may be.
(b) The Company shall pay the reasonable out-of-pocket expenses incurred
by each Manager in connection with attending the meetings of the Coinmach Boards
and any committees thereof.
(c) The provisions of this Section 1 shall terminate automatically and be
of no further force and effect upon the first to occur of (i) a Qualified Public
Offering or (ii) a Sale of the Company.
(d) If any party fails to designate a representative to fill a position
pursuant to the terms of this Section 1, the election of an individual to such
position shall be accomplished in accordance with the Company's operating
agreement and applicable law.
(e) Each of Xxxxxxxx Xxxxx, Xxxxxx X. Xxxxx, a representative appointed by
the TCW/Crescent Purchasers and, for so long as no GIC Manager serves on a
particular Coinmach Board, a representative appointed by GIC with respect to
such Board (each of Messrs. Xxxxx and Xxxxx and each such representative being
an "Observer" and together the "Observers") shall be entitled to certain rights
set forth herein. The Company shall provide to each Observer notice of each
meeting of each of the Coinmach Boards at the same time and in the same manner
as notice is given to the Managers, and the Company shall permit each Observer
to attend, as an observer, without voting rights, all meetings of each of the
Coinmach Boards. Each Observer shall be entitled to receive all written
materials and other information given to Managers in connection with such
meetings at the same time such materials and information are given to the
Managers. If the Company proposes to take any action by written consent in lieu
of a meeting of any of the Coinmach Boards, the Company shall give notice to
each Observer at the same time and in the same manner as notice is given to the
Managers. The Company shall pay all reasonable out-of-pocket expenses of each
Observer to attend meetings of the Coinmach Boards. Notwithstanding anything
herein to the contrary, if counsel to the Company concludes in its reasonable
discretion that the rights granted to the Observers in this Section 1(e) will,
or could, in certain circumstances, result in a violation or waiver of the
Company's attorney-client privilege, such rights may be suspended in such
circumstances so as to protect the Company's attorney-client
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privilege; provided that such suspension shall be applied on an individual issue
basis and only to the extent reasonably required to preserve such
attorney-client privilege.
2. Representations and Warranties. Each Securityholder represents and
warrants that (i) such Securityholder is the record owner of the number of
Securityholder Units set forth opposite his or its name on the Schedule of
Securityholders attached hereto, (ii) this Agreement has been duly authorized,
executed and delivered by such Securityholder and constitutes the valid and
binding obligation of such Securityholder, enforceable in accordance with its
terms, (iii) all Securityholder Units have been acquired by such Securityholder
for investment and not with a view to the sale or distribution thereof within
the meaning of the Securities Act, and (iv) such Securityholder has not granted
and is not a party to any proxy, voting trust or other agreement which is
inconsistent with, conflicts with or violates any provision of this Agreement.
No holder of Securityholder Units shall grant any proxy or become party to any
voting trust or other agreement which is inconsistent with, conflicts with or
violates any provision of this Agreement.
3. Restrictions on Transfer of Securityholder Units. No Securityholder
shall sell, transfer, assign, pledge or otherwise dispose (a "Transfer") any
interest in his or its Securityholder Units, except pursuant to the provisions
of this Section 3.
(a) Participation Rights. At least 30 days prior to any Transfer of any
Securityholder Units by any Securityholder which, together with its Permitted
Transferees, holds at least 15% of a class of Securityholder Units as of
immediately prior to such Transfer (a "Significant Securityholder") (other than
(i) pursuant to a Public Sale or (ii) a Transfer pursuant to Section 3(c) or
Section 5 hereof), the transferring Significant Securityholder will deliver a
written notice (the "Sale Notice") to the Company and the other Securityholders
(the "Other Securityholders"), specifying in reasonable detail the identity of
the prospective transferee(s), the Securityholder Units to be sold and the terms
and conditions of the Transfer. In the event that the Other Securityholders hold
(x) the class of Securityholder Units which are to be transferred, (y)
securities convertible, exchangeable or exercisable for the class of
Securityholder Units which are to be transferred, or (z) securities into which
the class of Securityholder Units which are to be transferred are convertible,
exchangeable or exercisable, they may elect to participate in the contemplated
Transfer by delivering written notice to the transferring Significant
Securityholder within 15 days after delivery of the Sale Notice. If any Other
Securityholders have elected to participate in such Transfer ("Participating
Securityholders"), the transferring Significant Securityholder and each
Participating Securityholder will be entitled to sell in the contemplated
Transfer, at the same price and on the same terms, a number of Securityholder
Units of such class (other than Unvested Units (as such term is defined in the
Executives' Equity Participation Agreements), or securities convertible,
exchangeable or exercisable for Securityholder Units of such class (or
securities into which such class of Securityholder Units are convertible,
exchangeable or exercisable), equal to the product of (i) the quotient
determined by dividing the number of Securityholder Units of such class (other
than Unvested Units) and securities convertible, exchangeable or exercisable for
Securityholder Units of such class (or securities into which such class of
Securityholder Units are convertible, exchangeable or exercisable) held by such
Person by the aggregate number of Securityholder Units of such class (other than
Unvested Units) and securities convertible, exchangeable or exercisable for
Securityholder Units of such class (or securities into which such class of
Securityholder Units are convertible, exchangeable or exercisable) owned by the
transferring Significant Securityholder and all Participating Securityholders
and (ii) the number of Securityholder Units of such class and securities
convertible, exchangeable or exercisable for Securityholder Units of such class
(or securities into which such class of Securityholder Units are
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convertible, exchangeable or exercisable) to be sold in the contemplated
Transfer. The transferring Significant Securityholder shall use its best efforts
to obtain the agreement of the prospective transferee(s) to the participation of
the Participating Securityholders in any contemplated Transfer, and the
transferring Significant Securityholder shall not Transfer any of its
Securityholder Units of such class to the prospective transferee(s) unless (1)
the prospective transferee(s) agrees to allow the participation of the
Participating Securityholders or (2) the transferring Significant Securityholder
agrees to purchase the number of such class of Securityholder Units from any
Participating Securityholders which the Participating Securityholders would have
been entitled to sell pursuant to this Section 3(a). If any securities
convertible, exchangeable or exercisable for Securityholder Units of such class
(or securities into which such class of Securityholder Units are convertible,
exchangeable or exercisable) are included in any Transfer under this Section
3(a), the purchase price for such securities shall be equal to the full purchase
price determined hereunder for the Securityholder Units covered by the portion
of such securities to be transferred, adjusted by the aggregate exercise price
for such units. Each Securityholder transferring Securityholder Units pursuant
to this Section 3(a) shall pay his or its pro rata share (based on the number of
Securityholder Units to be sold) of the expenses incurred by the Securityholders
in connection with such transfer and shall be obligated to join on a pro rata
basis (based on the number of Securityholder Units to be sold) in any
indemnification or other obligations that the transferring Significant
Securityholder agrees to provide in connection with such transfer (other than
any such obligations that relate specifically to a particular Securityholder,
such as indemnification with respect to representations and warranties given by
a Securityholder regarding such Securityholder's title to, ownership of
Securityholder Units and, for such Securityholders that are not individuals,
authority to enter into such agreement); provided, however, that no Investor
shall be required to make a representation or warranty that any other Investor
is not required to make.
(b) First Refusal Rights. Except for a Transfer of Securityholder Units by
an Executive (which Transfers are governed by the Senior Management Agreements
and the Management Contribution Agreements) or any Transfer of Class B Preferred
Units, at least thirty (30) days prior to any Transfer of Securityholder Units
by any Securityholder which, together with its Permitted Transferees, holds less
than 15% of a class of Securityholder Units as of immediately prior to such
Transfer (other than (i) pursuant to a Public Sale, (ii) a Transfer to the
Company, (iii) a Transfer pursuant to a Senior Management Agreement, or (iv) a
Transfer pursuant to Section 3(a), Section 3(c) or Section 5 hereof), the
Securityholder making such Transfer (the "Minority Transferor") shall deliver a
written notice (the "Transfer Notice") to the Company and each Significant
Securityholder (which shall, for purposes of this subsection (b), include
GTCR-CLC and each Investor other than any such Person that is the Minority
Transferor hereunder) that it desires to Transfer Securityholder Units of such
class, specifying in reasonable detail the identity of the prospective
transferee(s), the number of Securityholder Units to be transferred and the
terms and conditions of the Transfer, including the proposed price per
Securityholder Unit of such class (which price shall be payable solely in cash
at the closing of the transaction or in installments over time). The Company may
elect to purchase all or any portion of the Securityholder Units to be
transferred, upon the same terms and conditions as
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those set forth in the Transfer Notice, by delivering a written notice of such
election to the Minority Transferor and each Significant Securityholder within
15 days after the Transfer Notice has been given to the Company. If for any
reason the Company does not elect to purchase all of the Securityholder Units to
be transferred, the Significant Securityholder(s) shall be entitled to purchase
the Securityholder Units which the Company has not elected to purchase (the
"Available Units"), upon the same terms and conditions as those set forth in the
Transfer Notice, by giving written notice of such election to the Company and to
the Minority Transferor within 30 days after the Transfer Notice has been given
to the Company and each Significant Securityholder. If more than one Significant
Securityholder elects to purchase the Available Units, the Available Units will
be allocated among such electing Securityholders pro rata according to the
number of Securityholder Units of the applicable class owned by each such
electing Securityholder on a Fully Diluted Basis. The closing of the purchase of
any Securityholder Units pursuant to this Section 3(b) shall take place within
sixty (60) days after the date on which the parties to such purchase have been
finally determined pursuant to this Section 3(b). Notwithstanding the foregoing,
if the Company, and the Significant Securityholder(s) do not elect to purchase,
collectively, all of the Securityholder Units of a class specified in the
Transfer Notice, then the Minority Transferor may transfer all of the
Securityholder Units of such class specified in the Transfer Notice to the
transferee(s) identified in the Transfer Notice for (i) a price no less than the
price specified in the Transfer Notice and (ii) other terms no more favorable to
the transferee(s) thereof than specified in the Transfer Notice, during the
90-day period immediately following the date on which the Transfer Notice has
been given to the Company and the Significant Securityholder(s). Any
Securityholder Units not transferred within such 90-day period will be subject
to the provisions of this Section 3(b) upon subsequent transfer.
(c) Permitted Transfers. The restrictions contained in this Section 3
shall not apply with respect to any Transfer of Securityholder Units by any
Securityholder (i) in the case of a Securityholder who is an individual,
pursuant to applicable laws of descent and distribution or among such
individual's Family Group, (ii) in the case of a Securityholder which is an
entity, among such entity's Affiliates or a Transfer by such Securityholder as a
pledge to a trustee for the benefit of secured noteholders pursuant to documents
related to the financing of such Securityholder and (iii) as a pledge of
Securityholder Units owned by any of the Executives to the Company or its
Subsidiaries in connection with any loan(s) to purchase such units; provided
that the restrictions contained in this Section 3 shall continue to be
applicable to the Securityholder Units after any of the foregoing Transfers, and
provided further that the transferees of such Securityholder Units shall have
agreed in writing to be bound by the provisions of this Agreement which affect
the Securityholder Units so transferred. All transferees permitted under this
Section 3(c) are collectively referred to herein as "Permitted Transferees."
Each Permitted Transferee shall be deemed a Securityholder for purposes of this
Agreement.
(d) Other Agreements. Notwithstanding anything herein to the contrary, the
rights of any Securityholder to Transfer any Securityholder Units pursuant to
the terms of this Agreement shall be subject to all such other limitations and
restrictions, if any, to which such Securityholder or such Securityholder Units
are subject, including, by way of example but not in limitation of the
foregoing, the Equity Participation Agreements to which certain of the
Securityholders are party.
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(e) Termination of Restrictions. The restrictions set forth in this
Section 3 shall continue with respect to each Securityholder Unit until the
earlier of (i) the transfer of such Securityholder Unit in a Public Sale, or
(ii) the consummation of a Sale of the Company or a Qualified Public Offering.
4. Pre-Emptive Rights. Except for issuances of equity securities of the
Company
(i) pursuant to the Contribution Agreements,
(ii) pursuant to a public offering registered under the
Securities Act,
(iii) to employees or Outside Managers of the Company or its
Subsidiaries,
(iv) as payment of all or a portion of the purchase price of
any business or assets thereof acquired by the Company or any of its
Subsidiaries,
(v) to landlords, lessors or lenders in connection with any
bona fide lease arrangement or financing,
(vi) to consultants, financial advisors or vendors as payment
for services or products,
(vii) to a strategic partner upon entering into a long-term
business relationship with such Person, or
(viii) upon the exercise of any option or other right
described in any of clauses (i) through (vii) above,
if the Company authorizes the issuance or sale of any Common Units or any
securities convertible, exchangeable or exercisable for Common Units, the
Company shall offer to sell to each Securityholder that is a holder of Common
Units, at the same price and on the same terms, a portion of such units or
securities equal to the quotient determined by dividing (1) the number of Common
Units (other than Unvested Units) held by such Securityholder by (ii) the total
number of Common Units (other than Unvested Units) outstanding, in each case on
a Fully Diluted Basis (other than Unvested Units). Each holder of Common Units
shall be entitled to purchase such units or securities at the most favorable
price and on the most favorable terms as such units or securities are to be
offered to any other Persons; provided that if all Persons entitled to purchase
or receive such units or securities are required to also purchase other
securities of the Company, the Securityholders exercising their rights pursuant
to this Section 4(a) shall also be required to purchase the same strip of
securities (on the same terms and conditions) that such other Persons are
required to purchase. The purchase price for all units and securities to be
offered to the holders of Securityholder Units shall be payable in cash or, to
the extent otherwise required hereunder, notes issued by such holders.
(b) In order to exercise its purchase rights hereunder, a holder of
Securityholder Units must within fifteen (15) days after receipt of written
notice from the Company describing in reasonable detail the units or securities
being offered, the purchase price
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thereof, the payment terms and such Securityholder's percentage allotment,
deliver a written notice to the Company describing its election hereunder.
(c) Upon the expiration of the offering period described above, the
Company shall be entitled to sell such units or securities which the holders of
Securityholder Units have not elected to purchase during the ninety (90) days
following such expiration on terms and conditions no more favorable to the
purchasers thereof than those offered to such holders. Any such securities
offered or sold by the Company after such 90-day period must be reoffered to the
holders of Securityholder Units pursuant to the terms of this Section 4.
(d) The rights set forth in this Section 4 shall continue with respect to
each Securityholder Unit until the earlier of (i) the transfer of such
Securityholder Unit in a Public Sale, or (ii) the consummation of a Sale of the
Company or a Qualified Public Offering.
5. Sale of the Company.
(a) If the Board and the holders of a majority of the Common Units then
outstanding approve a sale of all or substantially all of the Company's assets
determined on a consolidated basis or a sale of all or substantially all of the
Company's outstanding securities (whether by merger, recapitalization,
consolidation, reorganization, combination or otherwise) to any other Person
that is not an Affiliate of a Securityholder in a bona fide, arms-length
transaction (collectively, a "Sale of the Company"), each holder of
Securityholder Units shall vote for, consent to, and raise no objections
against, such Sale of the Company. If the Sale of the Company is structured as
(i) a merger or consolidation, each holder of Securityholder Units shall waive
any dissenters rights, appraisal rights or similar rights in connection with
such merger or consolidation, or (ii) a sale of securities, each holder of
Securityholder Units shall agree to sell all of its Securityholder Units (other
than Class B Preferred Units) and rights to acquire Securityholder Units (other
than any rights with respect to Class B Preferred Units) on the terms and
conditions approved by the Board and the holders of a majority of the Common
Units then outstanding. Each holder of Securityholder Units shall take all
necessary or desirable actions in connection with the consummation of the Sale
of the Company as requested by the Company.
(b) The obligations of the holders of Securityholder Units with respect to
the Sale of the Company are subject to the satisfaction of the following
conditions: (i) upon the consummation of the Sale of the Company, each holder of
a class of Securityholder Units shall receive the same form of consideration;
(ii) if any holders of a class of Securityholder Units are given an option as to
the form and amount of consideration to be received, each holder of such class
of Securityholder Units shall be given the same option; and (iii) each holder of
then currently exercisable rights to acquire units of a class of Securityholder
Units shall be given an opportunity to either (A) exercise such rights prior to
the consummation of the Sale of the Company and participate in such sale as
holders of such class of Securityholder Units or (B) upon the consummation of
the Sale of the Company, receive in exchange for such rights consideration equal
to the amount determined by multiplying (1) the same amount of consideration per
unit received by holders of such class of Securityholder Units in connection
with the Sale of the Company less the exercise price per unit of such rights to
acquire such class of Securityholder Units by (2) the number of units of such
class of Securityholder Units represented by such rights.
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(c) The provisions of this Section 5 shall terminate upon the consummation
of a Qualified Public Offering.
6. Initial Public Offering. In the event that the Board and the holders of
a majority of the Common Units then outstanding approve an Initial Public
Offering as contemplated by Section 15.7 of the LLC Agreement, the holders of
Securityholder Units shall take all necessary or desirable actions in connection
with the consummation of the Initial Public Offering. In the event that such
Initial Public Offering is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the Company's
capital structure would adversely affect the marketability of the offering:
(i) each Securityholder who is a holder of units of the
Company's Class A Preferred Units shall consent to and vote for a
recapitalization, reorganization and/or exchange of the Company's
Class A Preferred Units into securities or other consideration that
the managing underwriters, the Board and the holders of at least a
majority of the units of Class A Preferred Units then outstanding
find acceptable and shall take all necessary or desirable actions in
connection with the consummation of the recapitalization,
reorganization and/or exchange;
(ii) each Securityholder who is a holder of units of the
Company's Class B Preferred Units shall consent to and vote for a
recapitalization, reorganization and/or exchange of the Company's
Class B Preferred Units into securities that the managing
underwriters, the Board and the holders of at least 70% of the units
of Class B Preferred Units then outstanding find acceptable and
shall take all necessary or desirable actions in connection with the
consummation of the recapitalization, reorganization and/or
exchange; provided that each holder of Class B Preferred Units shall
receive the same type of security with the same value per unit;
(iii) each Securityholder who is a holder of units of the
Company's Class C Preferred Units shall consent to and vote for a
recapitalization, reorganization and/or exchange of the Company's
Class C Preferred Units into securities that the managing
underwriters, the Board and the holders of a majority of the units
of Class C Preferred Units then outstanding find acceptable and
shall take all necessary or desirable actions in connection with the
consummation of the recapitalization, reorganization and/or
exchange; provided that each holder of Class C Preferred Units shall
receive the same type of security with the same value per unit; and
(iv) each Securityholder who is a holder of units of the
Company's Common Units shall consent to and vote for a
recapitalization, reorganization and/or exchange of the Company's
Common Units into securities that the managing underwriters, the
Board and the holders of a majority of the units of Common Units
then outstanding find acceptable and shall take all necessary or
desirable actions in connection with the consummation of the
recapitalization,
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reorganization and/or exchange; provided that each holder of Common
Units shall receive the same type of security with the same value
per unit.
7. Legend. Each certificate evidencing Securityholder Units and each
certificate issued in exchange for or upon the transfer of any Securityholder
Units (if such units remain Securityholder Units after such transfer) shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
"The securities represented by this certificate are subject to a
Securityholders Agreement dated as of March 6, 2003, among the
issuer of such securities (the "Company") and certain of the
Company's Securityholders, as amended and modified from time to
time. A copy of such Securityholders Agreement shall be furnished
without charge by the Company to the holder hereof upon written
request."
The Company shall imprint such legend on certificates evidencing Securityholder
Units outstanding as of the date hereof. The legend set forth above shall be
removed from the certificates evidencing any units which cease to be
Securityholder Units, transferred pursuant to a Public Sale or upon termination
of the Agreement.
8. Transfer. Prior to transferring any Securityholder Units (other than in
a Public Sale, a Sale of the Company or a Transfer to the Company or to a
Securityholder) to any Person, the transferring holders of Securityholder Units
shall cause the prospective transferee to execute and deliver to the Company,
for the benefit of the Company and the other Securityholders, a counterpart of
this Agreement pursuant to which such transferee agrees to be bound as a
"Securityholder" by the provisions of this Agreement.
9. Definitions.
"Affiliate" of a Person means any direct or indirect general or limited
partner or member of such Person, or any employee or owner thereof, or any other
person, entity or investment fund controlling, controlled by or under common
control with such Person, and will include, without limitation, its owners and
employees. An Affiliate of TCW/Crescent Purchasers shall be deemed to include
any TCW/Crescent Purchaser and any of their Affiliates.
"Agreement" has the meaning set forth in the preamble hereto.
"Appliance Warehouse" has the meaning set forth in the third recital
paragraph hereto.
"Available Units" has the meaning set forth in Section 3(b) hereto.
"AWA Common Stock" has the meaning set forth in the fourth recital
paragraph hereto.
"AWA Common Stock Dividend" has the meaning set forth in the fifth recital
paragraph hereto.
"Board" has the meaning set forth in the eleventh recital paragraph
hereto.
11
"CLC Class A Preferred Stock" has the meaning set forth in the ninth
recital paragraph hereto.
"CLC Class B1 Preferred Stock" has the meaning set forth in the seventh
recital paragraph hereto.
"CLC Class B2 Preferred Stock" has the meaning set forth in the eighth
recital paragraph hereto.
"CLC Common Stock" has the meaning set forth in the fifth recital
paragraph hereto.
"CLC Preferred Stock" means, collectively, the CLC Class A Preferred
Stock, the CLC Class B1 Preferred Stock and the CLC Class B2 Preferred Stock.
"Closing Date" means March 6, 2003, or such other date as an officer of
the Company or any of its subsidiaries shall determine.
"Coinmach Boards" has the meaning set forth in Section 1(a)(iii) hereto.
"Coinmach Corporation" has the meaning set forth in the second recital
paragraph hereto.
"Coinmach Laundry" has the meaning set forth in the first recital
paragraph hereto.
"Common Units" means the Company's Common Units.
"Company" has the meaning set forth in the preamble hereto.
"Contribution Agreements" has the meaning set forth in the tenth recital
paragraph hereto.
"Equity Participation Agreements" means, collectively, those Equity
Participation Agreements entered into between the Company, and each of the
employees of Coinmach Corporation that have acquired Equity Securities of the
Company, and any other agreements for the sale of Equity Securities between the
Company and any employees of the LLC or its Subsidiaries which are designated as
"Equity Participation Agreements" by the Board.
"Executives" has the meaning set forth in the preamble hereto.
"Family Group" means with respect to any Person, their spouse and
descendants (whether natural or adopted), any trust solely for the benefit of
such Person and/or their spouse and/or descendants, and any retirement plan for
the Person.
"Fully Diluted Basis" means, without duplication, (i) all Common Units
outstanding at the time of determination plus (ii) all Common Units issuable
upon conversion of any convertible securities or the exercise of any option,
warrant or similar right, whether or not such conversion, right or option,
warrant or similar right is then exercisable.
"GIC" means Filbert Investment Pte Ltd.
12
"GIC Manager" has the meaning set forth in Section 1(a)(ii)(4) hereto.
"GTCR-CLC" has the meaning set forth in the preamble hereto.
"GTCR Contribution Agreement" has the meaning set forth in the seventh
recital paragraph hereto.
"GTCR Managers" has the meaning set forth in Section 1(a)(ii)(1) hereto.
"Initial Public Offering" means the first sale after the date hereof in an
underwritten public offering registered under the Securities Act (other than on
Form S-8 or a similar form) of equity securities of the Company (or any
successor thereto).
"Investors" has the meaning set forth in the preamble hereto.
"Investors Contribution Agreement" has the meaning set forth in the ninth
recital paragraph hereto.
"Jefferies Contribution Agreement" has the meaning set forth in the tenth
recital paragraph hereto.
"Management Contribution Agreements" has the meaning set forth in the
eighth recital paragraph hereto.
"Management Manager" has the meaning set forth in Section 1(a)(ii)(2)
hereto.
"Minority Transferor" has the meaning set forth in Section 3(b) hereto.
"Observer(s)" has the meaning set forth in Section 1(e) hereto.
"Other Securityholders" has the meaning set forth in Section 3(a) hereto.
"Outside Managers" has the meaning set forth in Section 1(a)(ii)(3)
hereto.
"Participating Securityholders" has the meaning set forth in Section 3(a)
hereto.
"Permitted Transferees" has the meaning set forth in Section 3(c) hereto.
"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Public Sale" means any sale of Securityholder Units to the public
pursuant to an offering registered under the Securities Act or to the public
through a broker, dealer or market maker pursuant to the provisions of Rule 144
adopted under the Securities Act (other than Rule 144(k) prior to an Initial
Public Offering).
"Qualified Public Offering" means the first sale after the date hereof in
an underwritten public offering registered under the Securities Act (other than
on Form S-8 or a similar form) of
13
equity securities of the Company (or any successor thereto) having an aggregate
offering value of at least $25 million.
"Sale Notice" has the meaning set forth in Section 3(a) hereto.
"Sale of the Company" has the meaning set forth in Section 5(a) hereto.
"Securities Act" means the Securities Act of 1933, as amended from time to
time.
"Securityholder(s)" has the meaning set forth in the preamble hereto.
"Securityholder Units" means (i) any units of the Company purchased or
otherwise acquired by any Securityholder, (ii) any units or other securities
convertible into or exchangeable for, directly or indirectly, any units of the
Company, purchased or otherwise acquired by any Securityholder, whether or not
then convertible or exchangeable, and (iii) any securities or rights issued or
issuable directly or indirectly with respect to the securities and rights
referred to in clauses (i) and (ii) above by way of unit dividend or unit split
or in connection with a combination of units, recapitalization, merger,
consolidation or other reorganization. As to any particular Securityholder
Units, such units shall cease to be Securityholder Units when they have been
disposed of in a Public Sale or repurchased by the Company or any Subsidiary.
"Senior Management Agreements" means those Senior Management Agreements
between Coinmach Corporation and certain of the Executives dated on or before
the date hereof.
"Significant Securityholder" has the meaning set forth in Section 3(a)
hereto.
"Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership, association or other business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the limited liability company, partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or
other business entity if such Person or Persons shall be allocated a majority of
limited liability company, partnership, association or other business entity
gains or losses or shall be or control the managing director or general partner
of such limited liability company, partnership, association or other business
entity. References to any "Subsidiary" of the Company shall be given effect only
at such times as the Company has one or more Subsidiaries.
"TCW/Crescent Purchasers" means, collectively, TCW/Crescent Mezzanine
Partners II, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust
II, a Delaware business trust, TCW Leverage Income Trust, L.P., a Delaware
limited partnership, TCW Leveraged Income Trust II, L.P., a Delaware limited
partnership, and TCW Leveraged Income Trust IV, L.P., a Delaware limited
partnership, any of their Affiliates or any holder of Securityholder Units
14
for whom Trust Company of the West or any Affiliate of Trust Company of the West
acts as an Account Manager (each individually a "TCW/Crescent Purchaser").
"Transfer" has the meaning set forth in Section 3 hereto.
"Transfer Notice" has the meaning set forth in Section 3(b) hereto.
10. Transfers in Violation of Agreement. Any Transfer or attempted
Transfer of any Securityholder Units in violation of any provision of this
Agreement shall be void, and the Company shall not record such Transfer on its
books or treat any purported transferee(s) of such Securityholder Units as the
owner of such securities for any purpose.
11. Amendment and Waiver. Except as otherwise provided herein, no
modification, amendment, or waiver of any provision of this Agreement shall be
effective against the Company or the Securityholders unless such modification,
amendment, or waiver is approved in writing by the Company and the holders of at
least a majority of the Common Units held by Securityholders; provided that no
such amendment or modification that would materially and adversely affect
holders of one class or series of Units in a manner different than holders of
any other class or series of Units shall be effective against the holders of
such class or group of Units without the prior written consent of (i) in the
case of Common Units or Class C Preferred Units, holders of at least a majority
of Securityholder Units of such class or group materially and adversely affected
thereby or (ii) in the case of Class B Preferred Units, at least 70% of
Securityholder Units of such class. No failure by any party to insist upon the
strict performance of any covenant, duty, agreement, or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof
shall constitute a waiver of any such breach or any other covenant, duty,
agreement, or condition.
12. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this
Agreement in such jurisdiction or affect the validity, legality or
enforceability of any provision in any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
13. Entire Agreement. Except as otherwise expressly set forth herein, this
Agreement embodies the complete agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersedes and preempts any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
14. Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns and the Securityholders and any
subsequent holders of Securityholder Units and the respective successors and
assigns of each of them, so long as they hold Securityholder Units; provided,
however, notwithstanding anything herein to the contrary, the rights of Messrs.
15
Xxxxxxxx Xxxxx and Xxxxxx Xxxxx and GIC and TCW/Crescent Purchasers under
Section 1(a)(ii)(4) and 1(e) hereof, as applicable, shall not be assignable to
any other Person (other than to an Affiliate in the case of TCW/Crescent
Purchasers) except with the prior written consent of the Company.
15. Counterparts. This Agreement may be executed in multiple counterparts
(including by means of telecopied signature pages), each of which shall be an
original and all of which taken together shall constitute one and the same
agreement.
16. Remedies. The Company and the Securityholders shall be entitled to
enforce their rights under this Agreement specifically, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. The parties hereto agree and acknowledge
that money damages would not be an adequate remedy for any breach of the
provisions of this Agreement and that the Company or any Securityholder may in
its sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief (without posting
a bond or other security) in order to enforce or prevent any violation of the
provisions of this Agreement.
17. Notices. Any notice provided for in this Agreement shall be in writing
and shall be either personally delivered, or mailed first class mail (postage
prepaid) or sent by reputable overnight courier service (charges prepaid) to the
Company at the address set forth below, to each Executive at the address
indicated on the Schedule of Executives attached hereto, to GTCR-CLC and each
Investor at the address indicated on the Schedule of Investors attached hereto
and to any subsequent holder of Securityholder Units subject to this Agreement
at such address as indicated by the Company's records, or at such address or to
the attention of such other person as the recipient party has specified by prior
written notice to the sending party. Notices shall be deemed to have been given
hereunder when delivered personally, three days after deposit in the U.S. mail
and one day after deposit with a reputable overnight courier service. Notices
shall be sent to the Company and GTCR-CLC at the following addresses:
If to the Company:
Coinmach Holdings, LLC
x/x Xxxxxxxx Xxxxxxx Corporation
000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
with copies, which will not constitute notice to the Company, to:
GTCR Fund VII, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxx
16
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, P.C.
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
If to GTCR-CLC:
GTCR-CLC, LLC
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxx
with a copy, which will not constitute notice to GTCR-CLC, to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, P.C.
18. Governing Law. All issues and questions concerning the construction,
validity, interpretation and enforceability of this Agreement and the exhibits
and schedules hereto shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
19. Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
* * * *
17
IN WITNESS WHEREOF, the parties hereto have executed this Securityholders
Agreement on the day and year first above written.
COINMACH HOLDINGS, LLC
By: /S/ XXXXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Its:
GTCR-CLC, LLC
By: GTCR Fund VII, L.P.
Its: Managing Member
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /S/ XXXXX X. XXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxx
Its: Principal
TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
TCW/CRESCENT MEZZANINE TRUST II
By: TCW/Crescent Mezzanine II, L.L.C.,
as investment manager
By: TCW/Crescent Mezzanine, L.L.C.,
its managing owner
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisors (Bermuda), Ltd.,
as general partner
By: /S/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
By: TCW Investment Management Company,
as Investment Advisor
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (XXXX XX), L.P.,
as general partner
By: TCW Advisors (Bermuda), Ltd.,
as general partner
By: /S/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
By: TCW Investment Management Company,
as Investment Advisor
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW Asset Management Company, as Investment Advisor
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
By: TCW Asset Management Company, as managing member
of TCW (XXXX XX), L.L.C., the general partner
By: /S/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
XXXXXXXXX & COMPANY, INC.
By: /S/ XXXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Its: Vice Chairman
FILBERT INVESTMENT PTE LTD.
By: /S/ XXXXX X. XXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxx
Its: Director
MCS CAPITAL, INC.
By: /S/ XXXXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
/S/ XXXXXXX X. XXXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxxx
/S/ XXXXXXXX XXXXX
---------------------------------
Xxxxxxxx Xxxxx
/S/ XXXXXX X. XXXXX
---------------------------------
Xxxxxx X. Xxxxx
/S/ XXXXXXX X. XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx
/S/ XXXXX X. XXXXXXX
---------------------------------
Xxxxx X. Xxxxxxx
SCHEDULE OF SECURITYHOLDERS
NUMBER AND CLASS OF
NAME SECURITYHOLDER UNITS
---- --------------------
GTCR-CLC..................................... 104,520.13 Class C Preferred
116,133,474 Common
Filbert Investment Pte Ltd................... 34,615.38 Class B Preferred
13,846.15 Class C Preferred
15,384,615 Common
TCW Crescent Mezzanine Partners II, L.P...... 11,144.68 Class B Preferred
4,457.87 Class C Preferred
4,953,193 Common
TCW Crescent Mezzanine Trust II.............. 2,701.47 Class B Preferred
1,080.59 Class C Preferred
1,200,655 Common
TCW Leverage Income Trust, L.P............... 1,153.85 Class B Preferred
461.54 Class C Preferred
512,821 Common
TCW Leveraged Income Trust II, L.P........... 1,153.85 Class B Preferred
461.54 Class C Preferred
512,821 Common
TCW Leveraged Income Trust IV, L.P........... 1,153.85 Class B Preferred
461.54 Class C Preferred
512,821 Common
Jefferies & Company.......................... 900 Class C Preferred
1,000,000 Common
Xxxxxxx X. Xxxxxxxx.......................... 3,403.36 Class C Preferred
8,320,914 Common
Xxxxxxxx Xxxxx............................... 3,832.69 Class C Preferred
7,376,400 Common
Xxxxxxx X. Xxxxxx............................ 367.54 Class C Preferred
2,058,122 Common
Xxxxxx X. Xxxxx.............................. 762.66 Class C Preferred
847,405 Common
Xxxxx X. Xxxxxxx............................. 109.79 Class C Preferred
756,436 Common
SCHEDULE OF EXECUTIVES
Name and Address
Xxxxxxx X. Xxxxxxxx
x/x Xxxxxxxx Xxxxxxx Corporation
000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Xxxxxxxx Xxxxx
00 Xxxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Xxxxxx X. Xxxxx
00 Xxxxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Xxxxxxx X. Xxxxxx
c/o Coinmach Laundry Corporation
000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Xxxxx X. Xxxxxxx
000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Mayer, Brown, Xxxx & Maw
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
SCHEDULE OF INVESTORS
FILBERT INVESTMENT PTE LTD
c/o GIC Special Investments
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
with a copy to:
Xxxxxx Xxxxxx White & XxXxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
TCW/CRESCENT MEZZANINE TRUST II
TCW LEVERAGE INCOME TRUST, L.P.
TCW LEVERAGED INCOME TRUST II, L.P.
TCW LEVERAGED INCOME TRUST IV, L.P.
x/x XXX Xxxxxxxx Xxxxxxxxx L.L.C.
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
with a copy to:
Xxxx X. Xxxxx
Gardere Xxxxx Xxxxxx LLP
0000 Xxx Xxxxxx
0000 Xxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
XXXXXXXXX & COMPANY, INC.
00000 Xxxxx Xxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxxx
