EXHIBIT 15
INVESTOR PURCHASE AGREEMENT
---------------------------
THIS AGREEMENT is made as of January 31, 1995, between
The Coinmach Corporation, a Delaware corporation (the "Company"),
-------
Xxxxxxx X. Xxxxxx (the "Purchaser") and Golder, Thoma, Xxxxxxx,
---------
Xxxxxx Fund IV, L.P. ("GTCR").
----
The Company and the Purchaser desire to enter into an
agreement pursuant to which the Purchaser will purchase, and the
Company will issue, 231 shares of the Company's Class A Common
Stock, par value $0.01 per share (the "Class A Common Stock").
--------------------
Certain definitions are set forth in Section 5 of this Agreement.
Simultaneously with the execution of this Agreement,
(i) each of Xxxxxx Financial, Inc. ("Xxxxxx"), Xxxxxxx National
------
Life Insurance Company ("Xxxxxxx") and Xxxxxxx National Life
-------
Insurance Company of Michigan ("Jackson Michigan" and, together
-----------------
with Xxxxxx and Jackson, the "Lenders") are entering into investor
-------
purchase agreements (the "Other Investor Purchase Agreements")
----------------------------------
substantially similar to this Agreement pursuant to which Xxxxxx,
Xxxxxxx and Jackson Michigan will acquire shares of the Company's
Class C Common Stock and (ii) each of the President and Fellows of
Harvard College ("Harvard"), MCS Capital, Inc. ("MCS"), MCS Capital
------- ---
Management Capital, Inc. ("MCS Management"), Xxxxxxxx Xxxxx
--------------
("Xxxxx") and Xxxxx X. Xxxxxxx ("Xxxxxxx") are entering into
----- -------
investor purchase agreements substantially similar to this
Agreement pursuant to which Harvard, MCS, MCS Managment, Xxxxx and
Xxxxxxx will also acquire shares of the Company's Class A Common
Stock, par value $0.01 per share (the "Class A Common Stock"). The
--------------------
Heller, Jackson, Jackson Michigan, Harvard, Chapman, Blatt, MCS
Management and MCS investor purchase agreements are referred to
herein as the "Other Investor Purchase Agreements" and along with
----------------------------------
this Agreement as the "Investor Purchase Agreements."
----------------------------
The execution and delivery of this Agreement by the
Company and Purchaser is a condition to the purchase of 72,516
shares of Class A Common Stock by GTCR and certain shares of the
Company's Class B Common Stock, par value $0.01 per share (the
"Class B Common Stock") by certain members of the Company's
--------------------
management pursuant to purchase agreements between the Company and
each of such Persons dated as of the date hereof (along with the
Investor Purchase Agreements, the "Purchase Agreements"). The
-------------------
Class A Common Stock, Class B Common Stock, Class C Common Stock
and the Company's Class D Common Stock, par value $0.01 per share
(the "Class D Common Stock"), are hereinafter collectively
--------------------
referred to as the "Common Stock". Certain provisions of this
------------
Agreement are intended for the benefit of, and will be enforceable
by, GTCR.
The parties hereto agree as follows:
Section 1. Authorization and Closing.
-------------------------
1A. Authorization of the Stock. The Company shall
--------------------------
authorize the issuance to Purchaser of 231 shares of Class A
Common Stock having the rights set forth in Exhibit A attached
---------
hereto.
1B. Purchase and Sale of Investor Stock. At the Closing
-----------------------------------
(as defined in Xxxxxxx 0X xxxxx), the Company shall sell to the
Purchaser and, subject to the terms and conditions set forth
herein, the Purchaser shall purchase from the Company 231 shares
of the Class A Common at a price of $144.7964 per share.
1C. The Closing. The closing of the purchase and sale of
------------
the Stock (the "Closing") shall take place at the offices of
Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000
at 10:00 a.m. on January 31, 1995, or at such other place or on
such other date as may be mutually agreeable to the Company and
the Purchaser. At the Closing, the Company shall deliver to the
Purchaser stock certificates evidencing the Class A Common to be
purchased by the Purchaser, registered in the Purchaser's name,
upon payment of the purchase price thereof by a cashier's or
certified check, or by wire transfer of immediately available
funds to such account as designated by the Company in the amount
of $33,447.96
Section 2. Representations and Warranties.
------------------------------
2A. Representations and Warranties of Purchaser. In
-------------------------------------------
connection with the issuance of the Investor Stock hereunder,
Purchaser represents and warrants to the Company that, in each
case, as of the Closing:
(i) The Class A Common Stock to be acquired by Purchaser
pursuant to this Agreement will be acquired for Purchaser's
- 2 -
own account and not with a view to, or intention of,
distribution thereof in violation of the Securities Act, or
any applicable state securities laws, and such Class A Common
Stock will not be disposed of in contravention of the
Securities Act or any applicable state securities laws.
(ii) Purchaser is able to bear the economic risk of its
investment in such Class A Common Stock for an indefinite
period of time, and Purchaser acknowledges that such Class A
Common Stock has not been registered under the Securities Act
and, therefore, cannot be sold unless subsequently registered
under the Securities Act or an exemption from such
registration is available.
(iii) Purchaser has had an opportunity to ask questions
and receive answers concerning the terms and conditions of the
offering of such Class A Common Stock and has had full access
to such other information concerning the Company as it has
requested.
(iv) This Agreement, the Stockholders Agreement and the
Registration Agreement constitute legal, valid and binding
obligations of Purchaser, enforceable in accordance with their
terms, and the execution, delivery and performance of this
Agreement, the Stockholders Agreement and the Registration
Agreement by Purchaser does not and will not conflict with,
violate or cause a breach of any agreement, contract or
instrument to which Purchaser is a party or any law, rule,
regulation, judgment, order or decree to which Purchaser is
subject.
2B. Representations and Warranties of the Company. In
----------------------------------------------
connection with the issuance of the Investor Stock hereunder, the
Company represents to Purchaser that, in each case, as of the Closing:
(i) Organization and Corporate Power. The Company is a
--------------------------------
corporation duly organized, validly existing and in good
standing under the laws of Delaware. The Company has all
requisite corporate power and authority to carry out the
transactions contemplated by this Agreement, the Purchase
Agreements, the Stockholders Agreement and the Registration
- 3 -
Agreement (the "Investment Agreements"). The copies of the
---------------------
Company's Certificate of Incorporation and Bylaws which have
been furnished to Purchaser's counsel reflect all amendments
made thereto at any time prior to the date of this Agreement and
are correct and complete.
(ii) Capital Stock and Related Matters.
---------------------------------
(a) As of the Closing and immediately thereafter, the
authorized capital stock of the Company shall consist of
10,000 shares which will be designated as Preferred Stock
and 108,150 shares of Common Stock, of which 77,350 shares
shall be designated as Class A Common Stock, 15,500 shares
shall be designated Class B Common Stock, 7650 shares shall
be designated as Class C Common Stock and 7650 shares shall
be designated as Class D Common Stock. As of the Closing,
the Company shall not have outstanding any stock or
securities convertible or exchangeable for any shares of
its capital stock or containing any profit participation
features, nor shall it have outstanding any rights or
options to subscribe for or to purchase its capital stock
or any stock or securities convertible into or exchangeable
for its capital stock or any stock appreciation rights or
phantom stock plans other than pursuant to and as
contemplated by this Agreement, the Purchase Agreements,
the Stockholders Agreement and the Company's Certificate of
Incorporation. As of the Closing, the Company shall not be
subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its
capital stock or any warrants, options or other rights to
acquire its capital stock, except pursuant to this
Agreement, the Stockholders Agreement and the Purchase
Agreements. As of the Closing, all of the outstanding
shares of the Company's capital stock shall be validly
issued, fully paid and nonassessable.
(b) There are no statutory or contractual
stockholders preemptive rights or rights of refusal with
respect to the issuance of the Common Stock hereunder,
except as provided herein and in the Stockholders
Agreement. The Company has not violated any applicable
federal or state securities laws in connection with the
offer, sale or issuance of any of its capital stock, and
the offer, sale and issuance of the Common Stock
pursuant to this Agreement do not and will not require
registration under the Securities Act.
(iii) Conduct of Business: Liabilities. Other than in
--------------------------------
the course of the negotiation, execution and delivery of this
Agreement, the Purchase Agreements and the other agreements
contemplated hereby and thereby, prior to the Closing, the
Company has not (i) conducted any business, (ii) incurred any
expenses, obligations or liabilities (whether accrued,
absolute, contingent, unliquidated or otherwise, whether or
not known to the Company and whether due or to become due and
regardless of when asserted), (iii) owned any assets, or (iv)
entered into any contracts or agreements.
Section 3. Restrictions on Transfer.
------------------------
3A. Transfer of Investor Stock.
--------------------------
(i) Subject to the restrictions set forth in the
remainder of this Section 3, Investor Stock is transferable
only pursuant to (a) a Public Offering registered under the
Securities Act, (b) Rule 144 or Rule 144A of the Securities
and Exchange Commission (or any similar rule or rules then in
force) if such rule or rules are available or (c) subject to
the conditions specified in Section 3A(ii) below, any other
legally available means of transfer.
(ii) In connection with the transfer of any Investor
Stock (other than a transfer described in Section 3A(i)(a) or
(b) above), the holder thereof shall deliver written notice to
the Company describing in reasonable detail the transfer or
proposed transfer, together with an opinion of counsel which
(to the Company's reasonable satisfaction) is knowledgeable in
securities law matters to the effect that such transfer of
Investor Stock may be effected without registration of such
Investor Stock under the Securities Act. In addition, if the
holder of the Investor Stock delivers to the Company an
opinion of counsel that no subsequent transfer of such
Investor Stock shall require registration under the Securities
- 5 -
Act, the Company shall promptly upon such contemplated
transfer deliver new certificates for such Investor Stock
which do not bear the Securities Act legend set forth in
Section 4A hereof. If the Company is not required to deliver
new certificates for such Investor Stock not bearing such
legend, the holder thereof shall not transfer the same until
the prospective transferee has confirmed to the Company in
writing its agreement to be bound by the conditions contained
in this Section and Section 4A hereof.
(iii) Upon the request of the Purchaser, the Company
shall promptly supply to the Purchaser or its prospective
transferees all information regarding the Company required to
be delivered in connection with a transfer pursuant to Rule
144A of the Securities and Exchange Commission.
(iv) Any transfer or attempted transfer of any Investor
Stock 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 of such Investor Stock
as the owner of such Investor Stock for any purpose.
3B. Sale Notice Prior to making any Transfer of Investor
-----------
Stock, Purchaser will give written notice (the "Sale Notice") to
-----------
the Company and GTCR. The Sale Notice will disclose in reasonable
detail the number of shares to be transferred and the terms and
conditions of the proposed Transfer and, if known, the identity of
the prospective transferee(s). Purchaser will not consummate any
such Transfer until 60 days after the Sale Notice has been given to
the Company and to GTCR, unless the parties to the Transfer have
been fully determined pursuant to this Section 3B and Sections 3C
and 3D prior to the expiration of such 60-day period. (The date of
the first to occur of such events is referred to herein as the
"Authorization Date.")
------------------
3C. First Refusal Rights. The Company may elect to
--------------------
purchase all (but not less than all) of the shares of Investor
Stock to be transferred upon the same terms and conditions as those
set forth in the Sale Notice by delivering a written notice of such
election to Purchaser and GTCR within 30 days after the Sale Notice
has been given to the Company. If the Company has not elected to
purchase all of the Investor Stock to be transferred, GTCR may
- 6 -
elect to purchase all (but not less than all) of the Investor Stock to
be transferred upon the same terms and conditions as those set forth in
the Sale Notice by giving written notice of such election to Purchaser
within 60 days after the Sale Notice has been given to GTCR. If neither
the Company nor GTCR elect to purchase all of the shares of Investor
Stock specified in the Sale Notice, Purchaser may transfer the shares
of Investor Stock specified in the Sale Notice at a price and on terms
no more favorable to the transferee(s) thereof than specified in the
Sale Notice during the 30-day period immediately following the
Authorization Date. Any shares of Investor Stock not transferred within
such 30-day period will be subject to the provisions of this Section 3C
upon subsequent transfer.
3D. Co-Sale Rights.
---------------
(i) GTCR may elect to participate in the contemplated
Transfer by delivering written notice to Purchaser within 90
days after delivery of the Sale Notice to GTCR. If GTCR has
elected to participate in such Transfer, Purchaser and GTCR
shall be entitled to sell in the contemplated Transfer, on the
same terms and at the price calculated pursuant to sub-
paragraph 3D(ii) below, a number of shares equal to the
product of (x) the quotient determined by dividing the number
of shares of Common Stock owned by such person by the
aggregate number of shares of Common Stock owned by Purchaser
and GTCR and (y) the number of shares to be sold in the
contemplated Transfer.
For example, if the Sale Notice contemplated a sale of
-----------
100 shares by Purchaser, and if Purchaser was at such time the
owner of 30% of the Company's Common Stock (on a fully-diluted
basis) and if GTCR elected to participate and GTCR owned 20%
of the Company's Common Stock (on a fully-diluted basis),
Purchaser would be entitled to sell 60 shares (30% / 50% x 100
shares) and GTCR would be entitled to sell 40 shares (20% /
50% x 100 shares).
Purchaser will use its best efforts to obtain the agreement of
the prospective transferee(s) to the participation of GTCR in
the contemplated transfer and will not transfer any Investor
- 7 -
Stock to the prospective transferee(s) if such transferee(s) refuses to
allow the participation of GTCR.
(ii) The purchase price to be paid by any transferee for shares of
Class A Common transferred in accordance with this paragraph 3D shall be
equal to the amount per share of Class A Common which such transferee has
agreed to pay to Purchaser.
Section 4. Additional Restrictions on Transfer of Investor Stock.
-----------------------------------------------------
4A. Legend. The Purchaser hereby represents that it is acquiring the
------
Investor Stock purchased hereunder or acquired pursuant hereto for its own
account with the present intention of holding such securities for purposes of
investment, and that it has no intention of selling such securities in a public
distribution in violation of the federal securities laws or any applicable state
securities laws; provided that nothing contained herein shall prevent the
Purchaser and subsequent holders of Investor Stock from transferring such
securities in compliance with the provisions of Section 4 hereof. Each
certificate for Investor Stock shall be imprinted with a legend in substantially
the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
AS OF JANUARY 31, 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN INVESTOR PURCHASE
AGREEMENT BETWEEN THE COMPANY AND CERTAIN INVESTORS, DATED AS OF
JANUARY 31, 1995. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE
HOLDER HEREOF AT THE ISSUER'S PRINCIPAL PLACE OF BUSINESS WITHOUT
CHARGE."
- 8 -
4B. Opinion of Counsel. No holder of Investor Stock may sell, transfer
------------------
or dispose of any Investor Stock (except pursuant to an effective registration
statement under the Securities Act) without first delivering to the Company an
opinion of counsel (reasonably acceptable in form and substance to the Company)
that (i) neither registration nor qualification under the Securities Act and
applicable state securities laws is required in connection with such transfer or
(ii) all such applicable registration and qualification requirements have been
satisfied.
Section 5 Definitions.
-----------
"Investor Stock" means (i) the Class A Common issued hereunder and
--------------
(ii) any Common Stock issued or issuable with respect to the Common Stock
referred to in clause (i) above by way of stock dividends or stock splits or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization. As to any particular shares of Investor Stock, such
shares shall cease to be Investor Stock when they have been (a) effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering them or (b) distributed to the public through a
broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or
any similar rule then in force). Whenever any particular securities cease to be
Investor Stock, the holder thereof shall be entitled to receive from the
Company, without expense, new securities of like tenor not bearing a Securities
Act legend of the character set forth in Section 4A.
"Person" means an individual, a partnership, a corporation, 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 Offering" means the sale in an underwritten public offering
---------------
registered under the Securities Act (other than on Form S-8 or a similar or
successor form) of shares of the Company's Common Stock approved by the Board.
"Public Sale" means any sale pursuant to a registered Public Offering
-----------
under the Securities Act or any sale to the public
- 9 -
pursuant to Rule 144 promulgated under the Securities Act effected
through a broker, dealer or market maker.
"Registration Agreement" means the Registration Agreement
-----------------------
dated as of the date hereof among the Company, the Investors (as
defined in that Agreement) and Purchaser.
"Securities Act" means the Securities Act of 1933, as
--------------
amended, or any similar federal law then in force.
"Securities Exchange Act" means the Securities Exchange
-----------------------
Act of 1934, as amended, or any similar federal law then in force.
"Securities and Exchange Commission" includes any
----------------------------------
governmental body or agency succeeding to the functions thereof.
"Stockholders Agreement" means the Stockholders Agreement
----------------------
dated as of the date hereof among the Company, the Investors (as
defined in that Agreement) and Purchaser.
"Transfer" means to sell, transfer, assign, pledge or
--------
otherwise dispose of (whether with or without consideration and
whether voluntarily or involuntarily or by operation of law) other
than pursuant to a Public Sale or Sale of the Company.
Section 6. Miscellaneous.
-------------
6A. Notices. Any notice provided for in this Agreement
-------
must be in writing and must be either personally delivered, mailed
by first class mail (postage prepaid and return receipt requested)
or sent by reputable overnight courier service (charges prepaid) to
each person at the address set forth below:
If to the Company:
------------------
The Coinmach Corporation
00 Xxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
Attention: President
- 10 -
With a copy (which will not constitute notice to the
----------------------------------------------------
Company) to:
-----------
Xxxxxxxx Kill Olick & Xxxxxxxx, P.C.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
If to the Purchaser:
-------------------
Xxxxxxx X. Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
With a copy (which will not constitute notice to
------------------------------------------------
Purchaser) to:
-------------
Xxxxxx Xxxxxx & Zavis
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
If to GTCR:
----------
Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV, L.P.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
with a copy (which will not constitute notice to
------------------------------------------------
GTRC) to:
--------
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
or such other address or to the attention of such other person as
the recipient party shall have specified by prior written notice to
the sending party. Any notice under this Agreement will be deemed
- 11 -
to have been given when so delivered or sent or, if mailed, five days
after deposit in the U.S. mail.
6B. Transfers in Violation of Agreement. Any Transfer or
-----------------------------------
attempted Transfer of any Investor Stock 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 of such
Investor Stock as the owner of such stock for any purpose.
6C. Severability. Whenever possible, each provision of this
------------
Agreement will 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 will not affect any other provision or
any other jurisdiction, but this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
6D. Complete Agreement. This Agreement, those documents
-------------------
expressly referred to herein and other documents of even date herewith
embody the complete agreement and understanding among the parties and
supersede and preempt any prior summaries of terms and conditions,
understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof
in any way.
6E. Counterparts. This Agreement may be executed in separate
------------
counterparts, each of which is deemed to be an original and all of
which taken together constitute one and the same agreement.
6F. Successors and Assigns. Except as otherwise provided
-----------------------
herein, this Agreement shall bind Purchaser and the Company and their
respective successors and permitted assigns and inure to the benefit
of and be enforceable by Purchaser, the Company, GTCR and their
respective successors and permitted assigns (including in each case
subsequent holders of Purchaser's Stock); provided that Purchaser may
--------
not assign any of its rights under any provision of
- 12 -
this Agreement except as part of a Transfer of Investor Stock in
accordance with Section 3.
6G. Choice of Law. The corporate law of the State of
-------------
Delaware will govern all questions concerning the relative rights
of the Company and its stockholders. All other questions con-
cerning the construction, validity and interpretation of this
Agreement and the exhibits hereto will be governed by and construed
in accordance with the internal laws of the State of Illinois,
without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Illinois.
6H. Remedies. Each holder of Investor Stock shall have
--------
all rights and remedies set forth in this Agreement and the
Certificate of Incorporation and all rights and remedies which such
holders have been granted at any time under any other agreement or
contract and all of the rights which such holders have under any
law. Any Person having any rights under any provision of this
Agreement shall be entitled to enforce such rights specifically
(without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
6I. Amendment and Waiver. Except as otherwise expressly
--------------------
provided herein, the provisions of this Agreement may be amended or
modified only by written agreement of the Company, Purchaser and
GTCR. No other 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
holders.
6J. Survival of Representations and Warranties. All
------------------------------------------
representations and warranties contained herein or made in writing
by any party in connection herewith shall survive the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby, regardless of any investigation made by
Purchaser or on its behalf or by the Company or on its behalf.
6K. Business Days. If any time period for giving notice
-------------
or taking action hereunder expires on a day which is a Saturday,
- 13 -
Sunday or holiday in the state in which the Company's chief
executive office is located, the time period shall be automatically
extended to the business day immediately following such Saturday,
Sunday or holiday.
6L. Descriptive Headings: Interpretation. The descriptive
------------------------------------
headings of this Agreement are inserted for convenience only and do
not constitute a Section of this Agreement. The use of the word
"including" in this Agreement shall be by way of example rather than
by limitation.
* * * * *
- 14 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
THE COINMACH CORPORATION
By /s/ XXXXXXX X. XXXXXXXX
-----------------------------
Its Chief Executive Officer
----------------------------
GOLDER, THOMA, XXXXXXX, XXXXXX
FUND IV, L.P.
By: GTCR IV, L.P.
Its: General Partner
By: Golder, Thoma, Cressey,
Rauner, Inc.
Its: General Partner
By: /s/ XXXX X. XXXXXX
---------------------------
Its: Principal
/s/ XXXXXXX X. XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
THE COINMACH CORPORATION
By
-------------------------------
Its
------------------------------
GOLDER, THOMA, XXXXXXX, XXXXXX
FUND IV, L.P.
By: GTCR IV, L.P.
Its: General Partner
BY: Golder, Thoma, Cressey,
Rauner, Inc.
Its: General Partner
By:
-----------------------------
Its: Principal
/s/ Xxxxxxx X. Xxxxxx
----------------------------------
Xxxxxxx X. Xxxxxx
