AMENDMENT NO. 1
dated as of December 22, 2005 (the “ Amendment
”), with respect to the Intercreditor Agreement dated as of
November 24, 2004, and entered into by and among Coinmach
Laundry Corporation, a Delaware corporation, Deutsche Bank Trust
Company Americas, in its capacity as the collateral agent for the
First Lien Creditors (including its successors and assigns from
time to time, the “ First Lien Collateral Agent
”) and The Bank of New York, in its capacity as collateral
agent for the Noteholders (including its successors and assigns
from time to time, the “ Second Lien Collateral Agent
”).
A. In
connection with and as a condition precedent to the effectiveness
of the Credit Agreement, dated as of January 25, 2002 and as
amended and restated as of December 19, 2005 among Coinmach
Laundry Corporation, a Delaware corporation (“
Holdings ”), Coinmach Corporation, a Delaware
corporation, the Subsidiary Guarantors listed on the signature page
hereto, the lending institutions from time to time party hereto
(each, a “ Bank ” and, collectively, the “
Banks ”), Deutsche Bank Trust Company Americas, as
Administrative Agent and Collateral Agent, Deutsche Bank Securities
Inc., as Joint Lead Arranger and Book Manager, J.P. Morgan
Securities Inc., as Joint Lead Arranger, Book Manager and sole
Syndication Agent and First Union Securities, Inc., as Original
Syndication Agent, and Credit Lyonnais New York Branch, as Original
Documentation Agent (the “ Amended and Restated Credit
Agreement ”), the parties hereto have agreed to enter
into this Amendment.
B. Capitalized
terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Intercreditor Agreement, as amended by this
Amendment or the Credit Agreement, as applicable.
In consideration
of the premises and the agreements, provisions and covenants
contained herein, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:
SECTION 1.
Amendment to Section 1 . Section 1 of the
Intercreditor Agreement is hereby amended by deleting the defined
terms “Borrower,” “Common Collateral,”
“CSC,” “Guarantor,” “Noteholder
Collateral,” and “Obligors” and the following
defined terms shall be added to Section 1 in alphabetical
order:
“
Borrower ” means, prior to the Merger Event, Coinmach
Corporation, a Delaware corporation, and after the Merger Event,
either Coinmach Corporation or CSC as successor to Coinmach
Corporation.
“ Common
Collateral ” means, prior to the Merger Event, the
Collateral, as such term is defined in the Holdings Pledge
Agreement and after the Merger Event, the Pledged Stock and Pledged
Interests (each as defined in the Credit Party Pledge
Agreement).
“ Credit
Party Pledge Agreement ” is defined in the Credit
Agreement; provided that the term “Credit Party Pledge
Agreement” shall include any amendment (including Amendment
No. 1 thereto dated as of the date hereof), amendment and
restatement, supplement or other modification thereto and any other
document or instrument evidencing the Guarantor’s pledge of
Common Collateral under any Future First-Lien
1
Credit Facility
as any such document or instrument may from time to time be
amended, supplemented, amended and restated or otherwise modified
in a manner not inconsistent with this Agreement.
“ CSC
” means, prior to the Merger Event, Coinmach Service Corp., a
Delaware corporation, and after th
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