FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF COINMACH HOLDINGS, LLCLimited Liability Company Agreement • February 17th, 2006 • GTCR Capital Partners L P • Services-personal services
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.
FORM OF LOCK-UP AGREEMENT February , 2006Up Agreement • February 17th, 2006 • GTCR Capital Partners L P • Services-personal services • New York
The undersigned, a securityholder of Coinmach Service Corp., a Delaware corporation (the “Company”), understands that Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company providing for the public offering of the Company’s Class A common stock, par value $0.01 per share. In recognition of the benefit that such an offering will confer upon the undersigned as a securityholder the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 90 days from the date of the Purchase Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase
Joint Filing AgreementJoint Filing Agreement • February 17th, 2006 • GTCR Capital Partners L P • Services-personal services
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of Coinmach Service Corp. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
PURCHASE AGREEMENTPurchase Agreement • February 17th, 2006 • GTCR Capital Partners L P • Services-personal services • New York
This PURCHASE AGREEMENT, dated as of November 19, 2004, is by and between Coinmach Service Corp., a Delaware corporation (the “Company”) and Coinmach Holdings, LLC, a Delaware limited liability company (“Holdings”).
