EXHIBIT 10.36
FIRST AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT
OF
COINMACH HOLDINGS, LLC
This FIRST AMENDMENT, dated as of November [__], 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 18], 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 17], 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.
COINMACH HOLDINGS, LLC
By: _______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
GTCR-CLC, LLC
By: GTCR Fund VII, L.P.
Its: Managing Member
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR ▇▇▇▇▇▇ ▇▇▇▇▇▇, L.L.C.
Its: General Partner
By: _______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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: _______________________________
Name:
Title:
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisors (Bermuda), Ltd.,
as general partner
By: _______________________________
Name:
Title:
By: TCW Investment Management Company,
as Investment Advisor
By: _______________________________
Name:
Title:
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (▇▇▇▇ ▇▇), L.P.,
as general partner
By: TCW Advisors (Bermuda), Ltd.,
as general partner
By: _______________________________
Name:
Title:
By: TCW Investment Management Company,
as Investment Advisor
By: _______________________________
Name:
Title:
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW Asset Management Company, as Investment
Advisor
By: _______________________________
Name:
Title:
By: TCW Asset Management Company, as managing
member of TCW (▇▇▇▇ ▇▇), L.L.C., the general
partner
By: _______________________________
Name:
Title:
▇▇▇▇▇▇▇▇▇ & COMPANY, INC.
By: ________________________________
Name:
Its:
FILBERT INVESTMENT PTE LTD.
By: ________________________________
Name:
Title:
MCS CAPITAL, INC.
By: ________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
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