LIMITED LIABILITY COMPANY AGREEMENT
EX-10.35 36 y95992a5exv10w35.txt LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT 10.35 ================================================================================ ---------- COINMACH HOLDINGS, LLC ---------- LIMITED LIABILITY COMPANY AGREEMENT Dated as of March 6, 2003 THE COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE SECURITYHOLDERS AGREEMENT, DATED AS OF MARCH 6,2003, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG THE ISSUER (THE "LLC") AND CERTAIN INVESTORS, AND THE LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH INTERESTS UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. ================================================================================ TABLE OF CONTENTS PAGE ---- ARTICLE I CERTAIN DEFINITIONS .............................................. 1 ARTICLE II ORGANIZATIONAL MATTERS ........................................... 10 2.1 Formation .......................................................... 10 2.2 The Certificate, Etc ............................................... 10 2.3 Name ............................................................... 10 2.4 Purpose ............................................................ 10 2.5 Powers of the LLC .................................................. 11 2.6 Foreign Qualification .............................................. 12 2.7 Principal Office; Registered Office ................................ 12 2.8 Term ............................................................... 13 2.9 No State-Law Partnership ........................................... 13 2.10 No UBTI ............................................................ 13 ARTICLE III UNITS; CAPITAL ACCOUNTS .......................................... 13 3.1 Unitholders ........................................................ 13 3.2 Unitholder Meetings ................................................ 15 3.3 Action of Unitholders by Written Consent or Telephone Conference ... 17 3.4 Issuance of Additional Units and Interests ......................... 18 3.5 Capital Accounts ................................................... 18 3.6 Negative Capital Accounts .......................................... 19 3.7 No Withdrawal ...................................................... 19 ARTICLE IV DISTRIBUTIONS AND ALLOCATIONS .................................... 20 4.1 Distributions ...................................................... 20 4.2 Priority of Class B Preferred Units on Allocations and Redemption .. 22 4.3 Allocations ........................................................ 23 4.4 Special Allocations ................................................ 23 4.5 Tax Allocations .................................................... 24 4.6 Indemnification and Reimbursement for Payments on Behalf of a Unitholder ......................................................... 24 ARTICLE V BOARD OF MANAGERS; OFFICERS ...................................... 25 5.1 Management by the Board of Managers ................................ 25 5.2 Composition and Election of the Board of Managers .................. 26 5.3 Board Meetings and Actions by Written Consent ...................... 27 5.4 Committees; Delegation of Authority and Duties ..................... 29 5.5 Officers ........................................................... 29 ARTICLE VI GENERAL RIGHTS AND OBLIGATIONS OF UNITHOLDERS .................... 31 6.1 Limitation of Liability ............................................ 31 6.2 Lack of Authority .................................................. 31 6.3 No Right of Partition .............................................. 32 6.4 Unitholders Right to Act ........................................... 32 6.5 Conflicts of Interest .............................................. 32
i TABLE OF CONTENTS (continued) PAGE ---- 6.6 Transactions Between the LLC and the Unitholders ................... 32 ARTICLE VII EXCULPATION AND INDEMNIFICATION .................................. 32 7.1 Exculpation ........................................................ 32 7.2 Right to Indemnification ........................................... 32 7.3 Advance Payment .................................................... 33 7.4 Indemnification of Employees and Agents ............................ 33 7.5 Appearance as a Witness ............................................ 33 7.6 Nonexclusivity of Rights ........................................... 33 7.7 Insurance .......................................................... 34 7.8 Savings Clause ..................................................... 34 ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS ........................... 34 8.1 Records and Accounting ............................................. 34 8.2 Fiscal Year ........................................................ 34 8.3 Transmission of Communications ..................................... 34 8.4 LLC Funds .......................................................... 34 ARTICLE IX TAXES ............................................................ 35 9.1 Tax Returns ........................................................ 35 9.2 Tax Elections ...................................................... 35 9.3 Tax Matters Partner ................................................ 35 ARTICLE X TRANSFER OF LLC INTERESTS ........................................ 35 10.1 Transfers by Unitholders ........................................... 35 10.2 Effect of Assignment ............................................... 36 10.3 Restriction on Transfer ............................................ 36 10.4 Transfer Fees and Expenses ......................................... 36 10.5 Void Transfers ..................................................... 36 ARTICLE XI ADMISSION OF UNITHOLDERS ......................................... 36 11.1 Substituted Unitholders ............................................ 36 11.2 Additional Unitholders ............................................. 37 11.3 Optionholders ...................................................... 37 ARTICLE XII WITHDRAWAL AND RESIGNATION OF UNITHOLDERS ........................ 37 12.1 Withdrawal and Resignation of Unitholders .......................... 37 12.2 Withdrawal of a Unitholder ......................................... 37 ARTICLE XIII DISSOLUTION AND LIQUIDATION ...................................... 37 13.1 Dissolution ........................................................ 37 13.2 Liquidation and Termination ........................................ 38 13.3 Cancellation of Certificate ........................................ 38 13.4 Reasonable Time for Winding Up ..................................... 38 13.5 Return of Capital .................................................. 39
ii TABLE OF CONTENTS (continued) PAGE ---- ARTICLE XIV VALUATION ........................................................ 39 14.1 Determination ...................................................... 39 14.2 Fair Market Value .................................................. 39 ARTICLE XV GENERAL PROVISIONS ............................................... 40 15.1 Power of Attorney .................................................. 40 15.2 Amendments ......................................................... 40 15.3 Title to LLC Assets ................................................ 40 15.4 Remedies ........................................................... 41 15.5 Successors and Assigns ............................................. 41 15.6 Severability ....................................................... 41 15.7 Incorporation of the LLC ........................................... 41 15.8 Opt-in to Article 8 of the Uniform Commercial Code ................. 41 15.9 Notice to Unitholder of Provisions ................................. 42 15.10 Counterparts ....................................................... 42 15.11 Consent to Jurisdiction ............................................ 42 15.12 Descriptive Headings; Interpretation ............................... 42 15.13 Applicable Law ..................................................... 43 15.14 Addresses and Notices .............................................. 43 15.15 Creditors .......................................................... 43 15.16 Waiver ............................................................. 43 15.17 Further Action ..................................................... 43 15.18 Offset ............................................................. 43 15.19 Entire Agreement ................................................... 43 15.20 Delivery by Facsimile .............................................. 44 15.21 Survival ........................................................... 44
iii COINMACH HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement"), dated as of March 6, 2003, is entered into by and among Coinmach Holdings, LLC (the "LLC") and the Unitholders. 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 hereto, intending to be legally bound, hereby agree as follows: ARTICLE I CERTAIN DEFINITIONS Capitalized terms used but not otherwise defined herein shall have the following meanings: "Additional Unitholder" means a Person admitted to the LLC as a Unitholder pursuant to Section 11.2. "Additional Securities" shall have the meaning set forth in Section 3.4. "Adjusted Capital Account Deficit" means with respect to any Capital Account as of the end of any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Person's Capital Account balance shall be (i) reduced for any items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6), and (ii) increased for any amount such Person is obligated to contribute or is treated as being obligated to contribute to the LLC pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(l) and 1.704-2(i) (relating to Minimum Gain). "Affiliate" of any particular Person means (i) any other Person controlling, controlled by, or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise, and (ii) if such Person is a partnership, any partner thereof and (iii) without limiting the foregoing and with respect only to GTCR-CLC, any investment fund controlled by GTCR LLC. "Agreement" means this Limited Liability Company Agreement, as amended or modified from time to time in accordance with the terms hereof. "Assignee" means a Person to whom an LLC Interest has been transferred in accordance with the terms of this Agreement and the other agreements contemplated hereby, but who has not become a Unitholder pursuant to Article X. "Board" means the Board of Managers established pursuant to Section 5.2. "Book Value" means, with respect to any LLC property, the LLC's adjusted basis for federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)-(g). "Capital Account" means the capital account maintained for a Unitholder pursuant to Section 3.5. "Capital Contributions" means any cash, cash equivalents, promissory obligations, or the Fair Market Value of other property that a Unitholder contributes or is deemed to have contributed to the LLC with respect to any Unit pursuant to Sections 3.1 or 3.4, or, with respect to Class A Preferred Units, pursuant to any Equity Participation Agreement. "Certificate" means the LLC's Certificate of Formation as filed with the Secretary of State of Delaware. "Change in Ownership" means (i) any sale, transfer, or issuance or series of sales, transfers, and/or issuances of Common Units by the LLC or any holders thereof which results in any Person or group of Persons (as the term "group" is used under the Securities Exchange Act), other than GTCR-CLC, GIC, the TCW/Crescent Purchasers, and their respective Affiliates, owning more than 50% of the Common Units outstanding at the time of such sale, transfer, or issuance or series of sales, transfers, and/or issuances or (ii) the transfer or series of related transfers by GTCR-CLC and its Affiliates (to Persons who are not Affiliates of GTCR-CLC) of interests of Common Units representing more than 50% of the outstanding Common Units as of the last such transfer. "Class A Preferred Unit" means a Unit representing a fractional part of the interest of a Unitholder in Profits, Losses and Distributions and having the rights and obligations specified with respect to the Class A Preferred Units in this Agreement. "Class A Unpaid Yield" of any Class A Preferred Unit means, as of any date, an amount equal to the excess, if any, of (a) the aggregate Class A Yield accrued on such Class A Preferred Unit for all periods prior to such date (including partial periods), over (b) the aggregate amount of prior Distributions made by the LLC that constitute payment of Class A Yield on such Class A Preferred Unit. "Class A Unreturned Capital" of any Class A Preferred Unit means, as of any date, the aggregate Capital Contributions made or deemed to be made in exchange for such Class A Preferred Unit reduced by all Distributions made by the LLC that constitute a return of Class A Unreturned Capital under Section 4.1(a)(ii). "Class A Yield" means, with respect to each Class A Preferred Unit, the amount accruing on such Class A Preferred Unit on a daily basis from the date of issuance, at the rate of 8% per annum, compounded on the last day of each calendar quarter, on (a) the Class A Unreturned Capital of such Class A Preferred Unit plus (b) as the case may be, the Class A Unpaid Yield thereon for all prior quarterly periods. In calculating the amount of any Distribution to be made during a period, the portion of the Class A Yield with respect to such Class A Preferred Unit for 2 the portion of the quarterly period elapsing before such Distribution is made shall be taken into account in determining the amount of such Distribution. "Class B Preferred Unit" means a Unit representing a fractional part of the interest of a Unitholder in Profits, Losses and Distributions and having the rights and obligations specified with respect to the Class B Preferred Units in this Agreement. "Class B Unpaid Yield" of any Class B Preferred Unit means, as of any date, an amount equal to the excess, if any, of (a) the aggregate Class B Yield accrued on such Class B Preferred Unit for all periods prior to such date (including partial periods), over (b) the aggregate amount of prior Distributions made by the LLC that constitute payment of Class B Yield on such Class B Preferred Unit. "Class B Unreturned Capital" of any Class B Preferred Unit means, as of any date, the aggregate Capital Contributions made or deemed to be made in exchange for such Class B Preferred Unit reduced by all Distributions made by the LLC that constitute a return of Class B Unreturned Capital under Section 4.1(a)(iv). "Class B Yield" means, with respect to each Class B Preferred Unit, the amount accruing on such Class B Preferred Unit on a daily basis from the date of issuance, at the rate of 12.5% per annum from July 5, 2000 until November 15, 2002 and thereafter at the rate of 14% per annum, compounded on the last day of each calendar quarter, on (a) the Class B Unreturned Capital of such Class B Preferred Unit plus (b) as the case may be, the Class B Unpaid Yield thereon for all prior quarterly periods. In calculating the amount of any Distribution to be made during a period, the portion of the Class B Yield with respect to such Class B Preferred Unit for the portion of the quarterly period elapsing before such Distribution is made shall be taken into account in determining the amount of such Distribution. The yield on each Class B Preferred Unit issued on March 6,2003 shall be deemed to begin accruing on July 5, 2000 despite its later issuance. "Class C Preferred Unit" means a Unit representing a fractional part of the interest of a Unitholder in Profits, Losses and Distributions and having the rights and obligations specified with respect to the Class C Preferred Units in this Agreement. "Class C Unpaid Yield" of any Class C Preferred Unit means, as of any date, an amount equal to the excess, if any, of (a) the aggregate Class C Yield accrued on such Class C Preferred Unit for all periods prior to such date (including partial periods), over (b) the aggregate amount of prior Distributions made by the LLC that constitute payment of Class C Yield on such Class C Preferred Unit. "Class C Unreturned Capital" of any Class C Preferred Unit means, as of any date, the aggregate Capital Contributions made or deemed to be made in exchange for such Class C Preferred Unit reduced by all Distributions made by the LLC that constitute a return of Class C Unreturned Capital under Section 4.1(a)(vi). "Class C Yield" means, with respect to each Class C Preferred Unit, the amount accruing on such Class C Preferred Unit on a daily basis from the date of issuance, at the rate of 8% per annum, compounded on the last day of each calendar quarter, on (a) the Class C Unreturned 3 Capital of such Class C Preferred Unit plus (b) as the case may be, the Class C Unpaid Yield thereon for all prior quarterly periods. In calculating the amount of any Distribution to be made during a period, the portion of the Class C Yield with respect to such Class C Preferred Unit for the portion of the quarterly period elapsing before such Distribution is made shall be taken into account in determining the amount of such Distribution. The yield on each Class C Preferred Unit issued on March 6, 2003 shall be deemed to begin accruing on the Original Purchase Date despite its later issuance. "Coinmach Class A Preferred Stock" means the Class A Preferred Stock of Coinmach Laundry Corporation, a Delaware corporation. "Coinmach Operating" means Coinmach Operating Corporation, a Delaware corporation. "Code" means the United States Internal Revenue Code of 1986, as amended. "Co-Investor Contribution Agreement" means the Co-Investor Contribution Agreement, dated as of March 5,2003 among the LLC, GIC and the TCW/Crescent Purchasers. "Common Unit" means a Unit representing a fractional part of the interest of a Unitholder in Profits, Losses and Distributions and having the rights and obligations specified with respect to the Common Units in this Agreement; provided that in the event of any Distributions upon a "Common Unit" which has not vested in accordance with the terms and conditions set forth in the Equity Participation Agreements or other agreement pursuant to which such Unit was issued (to the extent such agreement provides for vesting), such Distribution shall be placed in escrow with a national commercial bank of recognized standing and released to the holder of such Unit at the time such Unit is vested; and provided, further, that if the employment with the Company and its Subsidiaries of the holder of such "Common Unit" is terminated for any reason prior to the time that such Common Unit becomes vested, any prior Distribution attributable to such unvested Common Units shall be released from the escrow to the Company immediately upon such termination. "Common Unitholder" means a holder of Common Units. "Contribution Agreements" mean, collectively, the Co-Investor Contribution Agreement, the Employee Contribution Agreements, the Jefferies Contribution Agreement, the GTCR-LLC Contribution Agreement and the Management Contribution Agreement. "Delaware Act" means the Delaware Limited Liability Company Act, 6 Del.L. Section 18-101, et seq., as it may be amended from time to time, and any successor to the Delaware Act. "Distribution" means each distribution made by the LLC to a Unitholder, whether in cash, property or securities of the LLC and whether by liquidating distribution, redemption, repurchase, or otherwise; provided that any recapitalization or exchange or conversion of securities of the LLC (including any exchange of Units for Class A Preferred Units), redemption of securities of the LLC pursuant to any Equity Participation Agreement and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be deemed a Distribution. 4 "Employee Contribution Agreements" mean the Employee Contribution Agreements, each dated as of December 6, 2002 between Coinmach Holdings, LLC and each of the individuals listed on the Schedule of Employees attached thereto. "Equity Participation Agreements" means, collectively, those Equity Participation Agreements entered into between the LLC, and each of the employees of Coinmach Operating that have acquired Equity Securities of the LLC, and any other agreements for the sale of Equity Securities between the LLC and any employees of the LLC or its Subsidiaries which are designated as "Equity Participation Agreements" by the Board. "Equity Securities" means (i) Units or other equity interests in the LLC or a corporate successor (including other classes or groups thereof having such relative rights, powers, and duties as may from time to time be established by the Board, including rights, powers, and/or duties senior to existing classes and groups of Units and other equity interests in the LLC), (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other equity interests in the LLC or a corporate successor, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other equity interests in the LLC or a corporate successor. "Event of Withdrawal" means the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Unitholder or the occurrence of any other event that terminates the continued membership of a Unitholder in the LLC. "Family Group" means a Unitholder's spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Unitholder or such Unitholder's spouse and/or descendants that is and remains solely for the benefit of such Unitholder and/or such Unitholder's spouse and/or descendants and any retirement plan for such Unitholder. "Fair Market Value" means, with respect to any asset or equity interest, its fair market value determined according to Article XlV. "Fiscal Quarter" means each calendar quarter ending March 31, June 30, September 30, and December 31. "Fiscal Year" means the LLC's annual accounting period established pursuant to Section 8.2. "Fundamental Change" means (a) any sale or transfer of more than 50% of the assets of the LLC and its Subsidiaries on a consolidated basis (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgement of the LLC's Board) in any transaction or series of transactions (other than in the ordinary course of business) and (b) any merger or consolidation to which the LLC is a party, except for a merger in which the LLC is the surviving company, the terms of each class of the Preferred Units are not changed, and the Preferred Units are not exchanged for cash, securities, or other property, and after giving effect to such merger, the holders of the LLC's outstanding Common Units possessing a majority of the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to the merger 5 shall continue to own the LLC's outstanding Common Units possessing the voting power (under ordinary circumstances) to elect a majority of the Board. "GIC" means Filbert Investment Pte Ltd. "Governmental Entity" means the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government or any agency or department or subdivision of any governmental authority, including the United States federal government or any state or local government. "GTCR" means (i) GTCR Fund VII, L.P., a Delaware limited partnership, (ii) GTCR Co-Invest, L.P., a Delaware limited partnership and (iii) any investment fund managed by GTCR LLC that purchases Units and that becomes an Additional Unitholder pursuant to Section 11.2. "GTCR-CLC" means GTCR-CLC,LLC, a Delaware limited liability company. "GTCR-CLC Contribution Agreement" means the GTCR-CLC Contribution Agreement, dated as of March 5,2003 between Coinmach Holdings, LLC and GTCR-CLC. "GTCR Equity" means (i) the Class C Preferred Units and Common Units initially issued to GTCR or its Affiliates pursuant to the GTCR-CLC Contribution Agreement, and (ii) any securities issued directly or indirectly with respect to the foregoing securities by way of Unit split, Unit dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization. As to any particular securities constituting GTCR Equity, such securities shall cease to be GTCR Equity when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) distributed to the public through a broker, dealer, or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force), or (c) repurchased by the LLC or any Subsidiary thereof. "GTCR LLC" means GTCR Golder Rauner, L.L.C., a Delaware limited liability company. "Indebtedness" means at a particular time, without duplication, (i) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any indebtedness for the deferred purchase price of property or services with respect to which A Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the ordinary course of business which are not more than 120 days past due), and (iv) any commitment by which a Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit). "Jefferies" means Jefferies & Company, Inc. "Jefferies Contribution Agreement" means the Jefferies Contribution Agreement, dated as of March 5,2003 between Coinmach Holdings, LLC and Jefferies. 6 "Junior Securities" means any Equity Securities of the LLC, except for the Class A Preferred Units and Class B Preferred Units. "Liens" means any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse against the LLC, any Subsidiary or any Affiliate thereof, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute other than to reflect ownership by a third party of property leased to the LLC, any Subsidiary or any Affiliate under a lease which is not in the nature of a conditional sale or title retention agreement, or any subordination arrangement in favor of another Person (other than any subordination arising in the ordinary course of business). "LLC" means Coinmach Holdings, LLC, a Delaware limited liability company. "LLC Interest" means the interest of a Unitholder in Profits, Losses, and Distributions. "Losses" means items of LLC loss and deduction determined according to Section 3.5. "Manager" means a current manager on the Board, who, for purposes of the Delaware Act, will be deemed a "manager" (as defined in the Delaware Act) but will be subject to the rights, obligations, limitations and duties set forth in this Agreement. "Management Contribution Agreements" means the Management Contribution Agreements, dated as of March 5, 2003 between Coinmach Holdings, LLC and each of the individuals listed on the Schedule of Senior Managers attached thereto. "Minimum Gain" means the partnership minimum gain determined pursuant to Treasury Regulation Section 1.704-2(d). "Officers" means each person designated as an officer of the LLC to whom authority and duties have been delegated pursuant to Section 5.5, subject to any resolution of the Board appointing such person as an officer or relating to such appointment. "Original Purchase Date" means, (i) in the case of GTCR-CLC, GIC, the TCW Crescent Purchasers, Mitchell Blatt, Stephen R. Kerrigan, Robert M. Doyle and James M. Chapman, July 5, 2000, (ii) in the case of the Other Managers, December 17, 2000, and (iii) in the case of Michael E. Stanky, (A) with respect to 304.54 Class C Units, July 5, 2000 and (B) with respect to 63 Class C Units, December 17,2000. "Other Managers" means, collectively, Stephen P. Close, John E. Denson, James P. McDonnell, Cheryl A. Nicholson, Ramon Norniella, R. Daniel Osborne II, Charles Prato, Harold Sazzmann, David A. Siegel and Thomas F. Siegel. "Permitted Transferee" means (i) with respect to any Unitholder who is a natural person, a member of such Unitholder's Family Croup, and (ii) with respect to any Unitholder which is an entity, any of such Unitholder's Affiliates. 7 "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, any other business entity, or a Governmental Entity. "Preferred Unit" means a Unit having the relative rights, powers and duties specified with respect to Preferred Units in this Agreement and includes any Unit that is a Class A Preferred Unit, Class B Preferred Unit, or Class C Preferred Unit. "Proceeding" has the meaning set forth in Section 7.2. "Profits" means items of LLC income and gain determined according to Section 3.5. "Public Offering" means any sale of the common equity securities of the LLC (or a successor thereto) pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission on Form S-1 (or a successor form adopted by the Securities and Exchange Commission); provided that the following shall not be considered a Public Offering: (i) any issuance of common equity securities as consideration for a merger or acquisition, and (ii) any issuance of common equity securities or rights to acquire common equity securities to employees of the LLC or its Subsidiaries as part of an incentive or compensation plan. "Public Sale" means any sale of Equity Securities 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 (or any similar provision then in effect) adopted under the Securities Act (other than Rule 144(k) prior to a Public Offering). "Registration Agreement" means the Registration Agreement, dated as of March 6, 2003 by and among the LLC, the Unitholders and any other Persons party thereto from time to time, as the same may be amended from time to time. "Required Interest" means a majority of the Common Units. "Regulatory Allocations" has the meaning set forth in Section 4.5(e). "Sale of the LLC" means any transaction or series of transactions pursuant to which any Person or group of related Persons (other than GTCR and its Affiliates) in the aggregate acquire(s) (i) Equity Securities of the LLC possessing the voting power (other than voting rights accruing only in the event of a default or breach) to elect a majority of the LLC's Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the LLC's Equity Securities, securityholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the LLC's assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the LLC. "Securities" means notes, stocks, bonds, debentures, evidences of indebtedness, certificates of interest or participation in any profit-sharing agreement, partnership interests, beneficial interests in trusts, collateral-trust certificates, pre-organization certificates or subscriptions, transferable shares, investment contracts, voting-trust certificates, certificates of deposit for securities, certificates of equity interests, notional principal contracts and certificates 8 of interest or participation in, temporary or interim certificates for, receipts for or warrants or rights or options to subscribe to or purchase or sell any of the foregoing, and any other items commonly referred to as securities. "Securities Act" means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules, or regulations. Any reference herein to a specific section, rule, or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law. "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules, or regulations. Any reference herein to a specific section, rule, or regulation of the Securities Exchange Act shall be deemed to include any corresponding provisions of future law. "Securityholders Agreement" means the Securityholders Agreement, dated as of March 6, 2003 by and among the LLC, GTCR-CLC (or an Affiliate thereof), Jefferies, GIC, TWC/Crescent Purchasers and the other Persons party thereto from time to time, as the same may be amended from time to time. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or 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 (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that 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 (other than a corporation) 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 any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a "Subsidiary" of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term "Subsidiary" refers to a Subsidiary of the LLC. "Substituted Unitholder" means a Person that is admitted as a Unitholder to the LLC pursuant to Section 11.1. "Tax" or "Taxes" means any federal, state, local, or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee, or other withholding, or other tax, of any kind whatsoever, including any interest, penalties, or additions to tax or additional amounts in respect of the foregoing. 9 "Tax Distribution" has the meaning set forth in Section 4.1(b). "Tax Matters Partner" has the meaning set forth in Section 9.3. "Taxable Year" means the LLC's Fiscal Year unless the Board determines otherwise in compliance with applicable laws. "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 Leveraged 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 (each individually a "TCW/Crescent Purchaser"). "Transaction Documents" means this Agreement, and all other agreements, instruments, certificates, and other documents to be entered into or delivered by any Unitholder in connection with the transactions contemplated to be consummated pursuant to this Agreement and any side agreements related thereto. "Transfer" means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of an interest (including, without limitation, by operation of law) or the acts thereof, but explicitly excluding conversions or exchanges of one class of Unit to or for another class of Unit. The terms "Transferee," "Transferred," and other forms of the word "Transfer" shall have correlative meanings. "Treasury Regulations" means the income tax regulations promulgated under the Code and effective as of the date hereof. "Unit" means an LLC Interest of a Unitholder or an Assignee in the LLC representing a fractional part of the LLC Interests of all Unitholders and Assignees and shall include Class A Preferred Units, Class B Preferred Units, Class C Preferred Units and Common Units; provided that any class or group of Units issued shall have relative rights, powers, and duties set forth in this Agreement and the LLC Interest represented by such class or group of Units shall be determined in accordance with such relative rights, powers, and duties set forth in this Agreement. "Unitholder" means any owner of one or more Units as reflected on the LLC's books and records, and any person admitted to the LLC as an Additional Unitholder or Substituted Unitholder; but only for so long as such person is shown on the LLC's books and records as the owner of one or more Units. "Unitholder Group" has the meaning set forth in Section 6.5. "Unvested Unit" shall have the meaning ascribed to such term in the Equity Participation Agreements. 10 ARTICLE II ORGANIZATIONAL MATTERS 2.1 FORMATION. The LLC has been organized as a Delaware limited liability company by the filing with the Secretary of State of the State of Delaware of the Certificate under and pursuant to the Delaware Act and shall be continued in accordance with this Agreement. 2.2 THE CERTIFICATE, ETC. The Certificate was filed with the Secretary of State of the State of Delaware on November 15, 2002. The Unitholders hereby agree to execute, file and record all such other certificates and documents, including amendments to the Certificate, and to do such other acts as may be appropriate to comply with all requirements for the formation, continuation and operation of a limited liability company, the ownership of property, and the conduct of business under the laws of the State of Delaware and any other jurisdiction in which the LLC may own property or conduct business. 2.3 NAME. The name of the LLC shall be "Coinmach Holdings, LLC". The Board in its sole discretion may change the name of the LLC at any time and from time to time. Notification of any such change shall be given to all Unitholders. The LLC's business may be conducted under its name and/or any other name or names deemed advisable by the Board. 2.4 PURPOSE. The purpose and business of the LLC shall be to acquire, hold, protect, conserve, manage, repurchase and dispose of the stock and other securities of its Subsidiaries and engaging in all activities necessary or reasonably incidental to the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the LLC to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware. (a) Board of Managers. Subject to the provisions of this Agreement, the Securityholders Agreement, the Registration Agreement and the other agreements contemplated hereby and thereby, (i) the LLC may, with the approval of the Board, enter into and perform under any and all documents, agreements and instruments, all without any further act, vote or approval of any Unitholder, and (ii) the Board may authorize any Person (including any Unitholder or Officer) to enter into and perform under any document, agreement or instrument on behalf of the LLC. (b) Merger. Subject to the provisions of this Agreement and the Securityholders Agreement, the LLC may, with the approval of the Board and GTCR-CLC and without the need for any further act, vote or approval of any Unitholder, merge with, or consolidate into, another limited liability company (organized under the laws of Delaware or any other state), a corporation (organized under the laws of Delaware or any other state) or other business entity (as defined in Section 18-209(a) of the Delaware Act), regardless of whether the LLC or such other entity is the survivor. 2.5 POWERS OF THE LLC. Subject to the provisions of this Agreement, the Securityholders Agreement and the agreements contemplated hereby, the LLC shall have the 11 power and authority to take any and all actions necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.4, including the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the LLC; (b) to enter into, perform and carry out contracts with any Unitholder or any Affiliate thereof, any Subsidiary or any stockholder, unitholder, member, employee, officer, director or Affiliate of such Subsidiary, or any agent of the LLC, necessary to, in connection with, convenient to or incidental to the accomplishment of the purpose of the LLC; (c) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of its Subsidiaries; (d) to sue and be sued, complain and defend, and participate in administrative or other proceedings in its name; (e) to appoint employees and agents of the LLC and define their duties and fix their compensation; (f) to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance; (g) to cease its activities and cancel its Certificate; (h) subject to the provisions of Section 2.10 hereof, to borrow money and issue evidences of indebtedness and guaranty indebtedness (whether of the LLC or any of its Subsidiaries), and to secure the same by a mortgage, pledge or other lien on the assets of the LLC; (i) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the LLC or to hold such proceeds against the payment of contingent liabilities; and (j) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the LLC. 2.6 FOREIGN QUALIFICATION. Prior to the LLC's conducting business in any jurisdiction other than Delaware, the Board shall cause the LLC to comply, to the extent procedures are available and those matters are reasonably within the control of the Board, with all requirements necessary to qualify the LLC as a foreign limited liability company in that jurisdiction. At the request of the Board or any Officer, each Unitholder shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the LLC as a 12 foreign limited liability company in all such jurisdictions in which the LLC may conduct business. 2.7 PRINCIPAL OFFICE; REGISTERED OFFICE. The principal office of the LLC shall be located at 521 East Morehead, Charlotte, NC 28202, or at such other place as the Board may from time to time designate, and all business and activities of the LLC shall be deemed to have occurred at its principal office. The LLC may maintain offices at such other place or places as the Board deems advisable. Notification of any such change shall be given to all Unitholders. The registered office of the LLC required by the Delaware Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the LLC) as the Board may designate from time to time in the manner provided by law. The registered agent of the LLC in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. 2.8 TERM. The term of the LLC commenced upon the filing of the Certificate in accordance with the Delaware Act and shall continue in existence until termination and dissolution thereof in accordance with the provisions of Article XIII. 2.9 NO STATE-LAW PARTNERSHIP. The Unitholders intend that the LLC not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Unitholder be a partner or joint venturer of any other Unitholder by virtue of this Agreement (except for tax purposes as set forth in the next succeeding sentence of this Section 2.9), and neither this Agreement nor any other document entered into by the LLC or any Unitholder relating to the subject matter hereof shall be construed to suggest otherwise. The Unitholders intend that the LLC shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and that each Unitholder and the LLC shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment. Without the consent of the holders of the Required Interest, the LLC shall not make an election to be treated as a corporation for federal income tax purposes pursuant to Treasury Regulation ###-###-####-3 (or any successor regulation or provision) and, if applicable, state and local income tax purposes. 2.10 NO UBTI. Notwithstanding anything herein to the contrary, the LLC shall not engage in any transaction which is reasonably likely to cause GTCR-CLC, or any of its Affiliates, or any direct or indirect partner(s) of its Affiliates, or any TCW/Crescent Purchaser or any of its Affiliates, which are exempt from income taxation under Section 501(a) of the Code to recognize unrelated business taxable income as defined in Section 512 and Section 514 of the Code. 2.11 NO INCOME FROM COMMERCIAL ACTIVITY. Notwithstanding anything herein to the contrary, the LLC will use reasonable efforts not to engage in transactions which will cause GIC to recognize income from a commercial activity with the meaning of Section 892(a)(2) of the Code. 13 ARTICLE III UNITS; CAPITAL ACCOUNTS 3.1 UNITHOLDERS. (a) Each Person named on Schedule A attached hereto has made Capital Contributions to the LLC as set forth on Schedule A in exchange for the Units specified thereon, and each Unitholder's initial Capital Account established pursuant to such Capital Contributions is set forth on Schedule A. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended and in effect from time to time. The LLC and each Unitholder shall file all tax returns, including any schedules thereto, in a manner consistent with such initial Capital Accounts. Each Person listed on Schedule A upon (i) his, her or its execution of this Agreement or a counterpart thereto or agreement to be bound hereby and (ii) receipt (or deemed receipt) by the LLC of such Person's Capital Contribution as set forth on Schedule A, is hereby admitted to the LLC as a Unitholder of the LLC. Each Unitholder's interest in the LLC, including such Unitholder's interest in Profits, Losses and Distributions of the LLC and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Unitholder. The ownership of Units shall entitle each Unitholder to allocations of Profits and Losses and other items and distributions of cash and other property as set forth in Article IV hereof. The Board may in its discretion issue certificates to the Unitholders representing the Units held by each Unitholder. (b) Representations and Warranties of Unitholders. Each Unitholder hereby represents and warrants to the LLC and acknowledges that: (i) such Unitholder has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the LLC and making an informed investment decision with respect thereto; (ii) such Unitholder has reviewed and evaluated all information necessary to assess the merits and risks of his, her or its investment in the LLC and has had answered to such Unitholder's satisfaction any and all questions regarding such information; (iii) such Unitholder is able to bear the economic and financial risk of an investment in the LLC for an indefinite period of time; (iv) such Unitholder is acquiring interests in the LLC for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (v) the interests in the LLC have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws (except for transactions exempt from registration under the securities laws) and the provisions of this Agreement have been complied with; (vi) to the extent applicable, the execution, delivery and performance of this Agreement have been duly authorized by such Unitholder and do not require such Unitholder to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any law or regulation applicable to such Unitholder or other governing documents or any agreement or instrument to which such Unitholder is a party or by which such Unitholder is bound; (vii) the determination of such Unitholder to purchase interests in the LLC has been made by such Unitholder independent of any other Unitholder and independent of any statements or opinions as to the advisability of such purchase, which may have been made or given by any other Unitholder or by any agent or employee of any other Unitholder; (viii) the interests in the LLC were not offered to such Unitholder by means of general solicitation or general advertising; and 14 (ix) this Agreement is valid, binding and enforceable against such Unitholder in accordance with its terms. (c) No Liability of Unitholders. (i) No Liability. Except as otherwise required by applicable law and as expressly set forth in this Agreement, no Unitholder shall have any personal liability whatsoever in such Unitholder's capacity as a Unitholder, whether to the LLC, to any of the other Unitholders, to the creditors of the LLC or to any other third party, for the debts, liabilities, commitments or any other obligations of the LLC or for any losses of the LLC. Each Unitholder shall be liable only to make such Unitholder's Capital Contribution to the LLC and the other payments provided expressly herein. (ii) Distribution. In accordance with the Delaware Act and the laws of the State of Delaware, a Unitholder of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Unitholder. It is the intent of the Unitholders that no distribution to any Unitholder pursuant to Article IV hereof shall be deemed a return of money or other property paid or distributed in violation of the Delaware Act. The payment of any such money or distribution of any such property to a Unitholder shall be deemed to be a compromise within the meaning of the Delaware Act, and the Unitholder receiving any such money or property shall not be required to return to any Person any such money or property. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Unitholder is obligated to make any such payment, such obligation shall be the obligation of such Unitholder and not of any other Unitholder. 3.2 UNITHOLDER MEETINGS. (a) Voting of Unitholders. A quorum shall be present at a meeting of Unitholders if the Unitholders holding the Required Interest are represented at the meeting in person or by proxy. With respect to any matter, other than a matter for which the affirmative vote of the holders of a specified portion of all Unitholders entitled to vote is required by the Delaware Act or by this Agreement, the affirmative vote of the Unitholders holding the Required Interest at a meeting of Unitholders at which a quorum is present shall be the act of the Unitholders. (b) Place. All meetings of the Unitholders shall be held at the principal place of business of the LLC or at such other place within or without the State of Delaware as shall be specified or fixed in the notices or waivers of notice thereof; provided that any or all Unitholders may participate in any such meeting by means of conference telephone or similar communications equipment pursuant to Section 3.3(d). (c) Adjournment. Notwithstanding the other provisions of the Certificate or this Agreement, the chairman of the meeting or the Unitholders holding the Required Interest shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If such meeting is adjourned by the Unitholders, such time and place shall be determined by a vote of the Unitholders holding the Required Interest. Upon the resumption of such adjourned 15 meeting, any business may be transacted that might have been transacted at the meeting as originally called. (d) Annual Meeting. An annual meeting of the Unitholders, for the election of the Managers and for the transaction of such other business as may properly come before the meeting, shall be held at such place, within or without the State of Delaware, on such date and at such time as the Board shall fix and set forth in the notice of the meeting, which date shall be within thirteen months subsequent to the date of organization of the LLC or the last annual meeting of Unitholders, whichever most recently occurred. (e) Special Meetings. Special meetings of the Unitholders for any proper purpose or purposes may be called at any time by the Board or the Unitholders holding 25% of the Common Units. If not otherwise stated in or fixed in accordance with the remaining provisions hereof, the record date for determining Unitholders entitled to call a special meeting is the date any Unitholder first signs the notice of that meeting. Only business within the purpose or purposes described in the notice (or waiver thereof) required by this Agreement may be conducted at a special meeting of the Unitholders. (f) Notice. A written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 or more than 60 days before the date of the meeting, either personally, by mail or by facsimile, by or at the direction of the Board or the Unitholders calling the meeting to each Unitholder. If mailed, any such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Unitholder at its address provided for in the LLC's books and records, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. A Unitholder may waive notice of any meeting, and attendance by a Unitholder at a meeting shall constitute a waiver of notice by such Unitholder, except when the Unitholder attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting was not lawfully called or convened. (g) Record Date. The date on which notice of a meeting of Unitholders is mailed or the date on which the resolution of the Board declaring a distribution is adopted, as the case may be, shall be the record date for the determination of the Unitholders entitled to notice of or to vote at such meeting (including any adjournment thereof) or the Unitholders entitled to receive such distribution. (h) Required Interest. Except as otherwise expressly provided for in this Agreement, all matters to be voted on pursuant to this Agreement shall require the vote of Unitholders holding the Required Interest which vote shall only be valid and binding if a notice of the meeting at which such vote is taken is given to all Unitholders in accordance with Section 3.2(f) (i) Proxies. A Unitholder may vote either in person or by proxy executed in writing by the Unitholder. A telegram, telex, cablegram or similar transmission by the Unitholder, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Unitholder shall be treated as an execution in writing for purposes of this Section 3.2(i). Proxies for use at any meeting of Unitholders or in connection with the taking of any action by written 16 consent pursuant to Section 3.3 shall be filed with the Secretary of the LLC, before or at the time of the meeting or execution of the written consent as the case may be. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the Secretary of the LLC, who shall decide all questions concerning the qualification of voters, the validity of the proxies and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the LLC shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the Units that are the subject of such proxy are to be voted with respect to such issue. (j) Conduct of Unitholder Meetings. All meetings of the Unitholders shall be presided over by the chairman of the meeting, who shall be one of the Chairman or Vice Chairman (or a representative thereof). The chairman of any meeting of Unitholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order. (k) Voting Rights. The holders of the Common Units shall be entitled to notice of all Unitholder meetings in accordance with this Agreement, and except as otherwise required by law, the holders of the Common Units shall be entitled to vote on all matters submitted to the Unitholders for a vote with each Common Unit (other than Unvested Units) entitled to one vote. Except as otherwise required by this Agreement or by law, the holders of Class A Preferred Units, Class B Preferred Units and Class C Preferred Units shall not be entitled to a vote on matters submitted to the Unitholders for a vote. 3.3 ACTION OF UNITHOLDERS BY WRITTEN CONSENT OR TELEPHONE CONFERENCE. (a) Written Consent in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of Unitholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Unitholder or Unitholders holding not less than the minimum percentages of Units that would be necessary to take such action at a meeting at which all Unitholders entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Unitholder who signs the consent. No written consent shall be effective to take the action that is the subject to the consent unless, within 60 days after the date of the earliest dated consent delivered to the LLC in the manner required by this Section 3.3(a), a consent or consents signed by the Unitholder or Unitholders holding not less than the minimum Units that would be necessary to take the action that is the subject of the consent are delivered to the LLC by delivery to its registered office, its principal place of business or the chief executive officer. Delivery shall be by hand or certified or registered mail, return receipt requested. 17 Delivery to the LLC's principal place of business shall be addressed to the chief executive officer. A telegram, telex, cablegram or similar transmission by a Unitholder, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Unitholder, shall be regarded as signed and validly delivered by the Unitholder for purposes of this Section 3.3(a). Prompt notice of the taking of any action by Unitholders without a meeting by less than unanimous written consent shall be given to those Unitholders who did not consent in writing to the action. (b) Record Date for Written Consent in Lieu of Meeting. The record date for determining Unitholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the LLC by delivery to its registered office, its principal place of business, or the chief executive officer. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the LLC's principal place of business shall be addressed to the chief executive officer. A telegram, telex, cablegram or similar transmission by A Unitholder, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Unitholder, shall be regarded as signed and validly delivered by the Unitholder for purposes of this Section 3.3(b). (c) Filings. If any action by Unitholders is taken by written consent, any certificate or documents filed with the Secretary of State of Delaware as a result of the taking of the action shall state, in lieu of any statement required by the Delaware Act concerning any vote of Unitholders, that written consent has been given in accordance with the provisions of the Delaware Act and that any written notice required by the Delaware Act has been given. (d) Telephone Conference. Unitholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 3.4 ISSUANCE OF ADDITIONAL UNITS AND INTERESTS. Subject to compliance with the provisions of this Agreement, the Contribution Agreements, and the Securityholders Agreement, the Board shall have the right to cause the LLC to issue or sell to any Person (including Unitholders and Affiliates) any of the following (which for purposes of this Agreement shall be "Additional Securities"): (i) additional Units or other interests in the LLC (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLC, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLC. Subject to the provisions of this Agreement, the Contribution Agreements, and the Securityholders Agreement, the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the preference (with respect to distributions, liquidations, or otherwise) over any other Units and any required contributions in connection therewith. Any Person who acquires Units may be admitted to the LLC as a Unitholder pursuant to the terms of Section 11.2 hereof. If any Person acquires additional Units or other interests in the LLC or is 18 admitted to the LLC as an additional Unitholder, Schedule A shall be amended to reflect such additional issuance and/or Unitholder, as the case may be. Notwithstanding anything herein to the contrary, Class A Preferred Units shall be reserved for issuance in exchange for other Units pursuant to the terms of the Employee Contribution Agreements, and such Class A Preferred Units may be issued only in exchange for other Units pursuant to the terms of the Employee Contribution Agreements and under no other circumstances. 3.5 CAPITAL ACCOUNTS. (a) The LLC shall maintain a separate Capital Account for each Unitholder according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). For this purpose, the LLC may (in the discretion of the Board), upon the occurrence of the events specified in Treasury Regulation Section 1.704-l(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of LLC property. Without limiting the foregoing, each Unitholder's Capital Account shall be adjusted: (i) by adding any additional Capital Contributions made by such Unitholder in consideration for the issuance of Units; (ii) by deducting any amounts paid (including the Fair Market Value of property other than cash) to such Unitholder in connection with the redemption or other repurchase by the LLC of Units; (iii) by adding any Profits allocated in favor of such Unitholder and subtracting any Losses allocated in favor of such Unitholder; and (iv) by deducting any distributions paid in cash or the Fair Market Value of any other assets distributed to such Unitholder by the LLC on Units. (b) For purposes of computing the amount of any item of LLC income, gain, loss, or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition, and classification of any such item shall be the same as its determination, recognition, and classification for federal income tax purposes (including any method of depreciation, cost recovery, or amortization used for this purpose); provided that: (i) The computation of all items of income, gain, loss, and deduction shall include those items described in Code Section 705(a)(l)(B) or Code Section 705(a)(2)(B) and Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes. (ii) If the Book Value of any LLC property is adjusted pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property. (iii) Items of income, gain, loss, or deduction attributable to the disposition of LLC property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property. 19 (iv) Items of depreciation, amortization, and other cost recovery deductions with respect to LLC property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property's Book Value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g). (v) To the extent an adjustment to the adjusted tax basis of any LLC asset pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis). 3.6 NEGATIVE CAPITAL ACCOUNTS. No Unitholder shall be required to pay to any other Unitholder or the LLC any deficit or negative balance which may exist from time to time in such Unitholder's Capital Account (including upon and after dissolution of the LLC). 3.7 NO WITHDRAWAL. No Person shall be entitled to withdraw any part of such Person's Capital Contributions or Capital Account or to receive any Distribution from the LLC, except as expressly provided herein or in the other agreements referred to herein. 3.8 LOANS FROM UNITHOLDERS. Loans by Unitholders to the LLC shall not be considered Capital Contributions. If any Unitholder shall loan funds to the LLC, the making of such loans shall not result in any increase in the amount of the Capital Account of such Unitholder. The amount of any such loans shall be a debt of the LLC to such Unitholder and shall be payable or collectible in accordance with the terms and conditions upon which such loans are made. ARTICLE IV DISTRIBUTIONS AND ALLOCATIONS 4.1 DISTRIBUTIONS. (a) Distributions Generally. Except as otherwise set forth in this Section 4.1, and subject to the provisions of Section 18-607 of the Delaware Act, the Board may in its sole discretion make Distributions at any time or from time to time. All Distributions shall be made only in the following order and priority: (i) First, to the Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unpaid Yield (in the proportion that each Unitholder's share of Class A Unpaid Yield bears to the aggregate Class A Unpaid Yield) until each such Unitholder has received Distributions in respect of such Unitholder's Class A Preferred Units in an amount equal to the aggregate Class A Unpaid Yield on such Unitholder's outstanding Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Sections 4.l(a)(ii) through (vii) below until the entire amount of the Class A Unpaid Yield on the outstanding Class A Preferred Units as of the time of such Distribution has been paid in full. 20 (ii) Second, to the Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unreturned Capital with respect to such Units (in the proportion that each Unitholder's share of Class A Unreturned Capital with respect to such Class A Preferred Units bears to the aggregate amount of Class A Unreturned Capital with respect to all Class A Preferred Units) until each such Unitholder has received Distributions in respect of such Unitholder's Class A Preferred Units in an amount equal to the aggregate Class A Unreturned Capital with respect to such Unitholder's Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Sections 4.1(a)(iii) through (vii) below until the entire amount of Class A Unreturned Capital with respect to the outstanding Class A Preferred Units as of the time of such Distribution has been paid in full. (iii) Third, to the Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unpaid Yield (in the proportion that each Unitholder's share of Class B Unpaid Yield bears to the aggregate Class B Unpaid Yield) until each such Unitholder has received Distributions in respect of such Unitholder's Class B Preferred Units in an amount equal to the aggregate Class B Unpaid Yield on such Unitholder's outstanding Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Sections 4.1(a)(iv) through (vii) below until the entire amount of the Class B Unpaid Yield on the outstanding Class B Preferred Units as of the time of such Distribution has been paid in full. (iv) Fourth, to the Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unreturned Capital with respect to such Units (in the proportion that each Unitholder's share of Class B Unreturned Capital with respect to such Class B Preferred Units bears to the aggregate amount of Class B Unreturned Capital with respect to all Class B Preferred Units) until each such Unitholder has received Distributions in respect of such Unitholder's Class B Preferred Units in an amount equal to the aggregate Class B Unreturned Capital with respect to such Unitholder's Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Sections 4.1(a)(v) through (vii) below until the entire amount of Class B Unreturned Capital with respect to the outstanding Class B Preferred Units as of the time of such Distribution has been paid in full. (v) Fifth, to the Unitholders holding Class C Preferred Units, an amount equal to the aggregate Class C Unpaid Yield (in the proportion that each Unitholder's share of Class C Unpaid Yield bears to the aggregate Class C Unpaid Yield) until each such Unitholder has received Distributions in respect of such Unitholder's Class C Preferred Units in an amount equal to the aggregate Class C Unpaid Yield on such Unitholder's outstanding Class C Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Sections 4.1(a)(vi) or (vii) below until the entire amount of the Class C Unpaid Yield on the outstanding Class C Preferred Units as of the time of such Distribution has been paid in full. (vi) Sixth, to the Unitholders holding Class C Preferred Units, an amount equal to the aggregate Class C Unreturned Capital with respect to such Units (in the proportion that each Unitholder's share of Class C Unreturned Capital with respect to such Class C Preferred 21 Units bears to the aggregate amount of Class C Unreturned Capital with respect to all Class C Preferred Units) until each such Unitholder has received Distributions in respect of such Unitholder's Class C Preferred Units in an amount equal to the aggregate Class C Unreturned Capital with respect to such Unitholder's Class C Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Section 4.1(a)(vii) below until the entire amount of Class C Unreturned Capital with respect to the outstanding Class C Preferred Units as of the time of such Distribution has been paid in full. (vii) Seventh, to the Unitholders holding Common Units, all remaining amounts distributable on such date under this Section 4.1(a), pro rata according to such holders' ownership of Common Units immediately prior to such Distribution. For purposes of determining the amount of any Distribution that is allocable to a Unitholder pursuant to this Section 4.l(a), the amount of each Distribution shall be the amount of cash plus the Fair Market Value of any other property distributed by the LLC. (b) Tax Distributions. Notwithstanding any other provision herein to the contrary, so long as the LLC is treated as a partnership for federal and state income tax purposes, the LLC shall use its best efforts to distribute to the Unitholders of each class of Units within 15 days after the end of each Fiscal Quarter of the LLC, to the extent that funds are legally available therefor and would not impair the liquidity of the LLC with respect to working capital, capital expenditures, debt service, reserves, or otherwise and would not be prohibited under any credit facility to which the LLC or any Subsidiary is a party, an amount of cash (in the proportion that each Unitholder's Units of such class bears to the aggregate Units of such class) (a "Tax Distribution") which in the good faith judgment of the Board equals the excess, if any, of (i) the product of (x) the amount of taxable income allocable to the Unitholders of such class in respect of the period beginning on the date hereof and ending at the close of such Fiscal Quarter, multiplied by (y) the combined maximum federal, state, and local income tax rate to be applied with respect to such taxable income (calculated by using the highest maximum combined marginal federal, state, and local income tax rates to which any Unitholder may be subject and taking into account the deductibility of state income tax for federal income tax purposes) for such period (making an appropriate adjustment for any rate changes that take place during such period) over (ii) all prior distributions made to the Unitholders of such class pursuant to this subsection (b) and subsection (a) above. All Tax Distributions shall be treated as an advance of Distributions to the Unitholders of such class for purposes of Section 4.1(a). (c) Persons Receiving Distributions. Each Distribution shall be made to the Persons shown on the LLC's books and records as Unitholders as of the date of such Distribution; provided, however, that any transferor and transferee of Units may mutually agree as to which of them should receive payment of any Distribution under Section 4.1. (d) Distributions upon Sale of the LLC. In the event of a Sale of the LLC, each Unitholder shall receive in exchange for the Units held by such Unitholder the same portion of the aggregate consideration from such sale or exchange that such Unitholder would have received if such aggregate consideration had been distributed by the LLC in accordance with the provisions of Section 4.1(a). Each holder of Units shall take all necessary or desirable actions in 22 connection with the distribution of the aggregate consideration from such sale or exchange as requested by the LLC. (e) Distributions Upon Fundamental Change, Change In Ownership or Public Offering. In the event of a Fundamental Change, Change in Ownership or Public Offering (each, a "Triggering Event"), and to the extent not prohibited under any credit facility to which the LLC or any of its Subsidiaries is a party, the LLC shall distribute to the holders of Class A Preferred Units, Class B Preferred Units and Class C Preferred Units outstanding at the time of such event an amount equal to the lesser of (i) the proceeds received by the LLC from such Triggering Event, which proceeds shall be distributed in accordance with provisions of Section 4.1(a) hereof and (ii) an amount equal, in the aggregate, to the sum of the Class A Unreturned Capital, the Class A Unpaid Yield, the Class B Unreturned Capital, the Class B Unpaid Yield, the Class C Unreturned Capital and the Class C Unpaid Yield. (f) Distributions Upon Redemption of Coinmach Class A Preferred Stock. The LLC shall distribute to GIC and the TCW/Crescent Purchasers, on July 5, 2010, the proceeds (if any) received by the LLC from the redemption of Coinmach Class A Preferred Stock which it holds, pro rata among such Unitholders based on the aggregate Class B Unreturned Capital and Class B Unpaid Yield held by each such Unitholder on such date; provided, that in no event shall the proceeds distributed to GIC and the TCW/Crescent Purchasers pursuant to this Section 4.l(f) exceed the aggregate Class B Unreturned Capital and Class B Unpaid Yield on the Class B Preferred Units held by such Unitholder as of July 5,2010. 4.2 PRIORITY OF CLASS B PREFERRED UNITS ON DISTRIBUTIONS AND REDEMPTION. So long as any Class B Unpaid Yield or Class B Unreturned Capital remains outstanding, without the prior written consent of the holders of at least 70% of the outstanding units of Class B Preferred Units, the LLC shall not, nor shall it permit any Subsidiary to issue any Equity Securities having rights or preferences equal or senior to those of the Class B Preferred Units (other than the Class A Preferred Units) or redeem, purchase, or otherwise acquire directly or indirectly any Junior Securities, nor shall the LLC directly or indirectly pay or declare any distributions upon any Junior Securities, other than tax distributions pursuant to Section 4.1(b); provided that the LLC may repurchase Junior Securities (i) from present or former employees of the LLC and its Subsidiaries in accordance with employment agreements in effect on such repurchase date with respect to such employees and (ii) pursuant to the Securityholders Agreement. 4.3 PRIORITY OF CLASS C PREFERRED UNITS ON DISTRIBUTIONS AND REDEMPTION. The LLC shall not redeem any Class C Preferred Units so long as any Class A Preferred Units or Class B Preferred Units remain outstanding. So long as any Class C Preferred Units remain outstanding, without the prior written consent of the holders of a majority of the outstanding units of Class C Preferred Units, the LLC shall not, nor shall it permit any Subsidiary to redeem, purchase, or otherwise acquire directly or indirectly any Common Units, nor shall the LLC directly or indirectly pay or declare any distributions upon any Common Units, other than tax distributions pursuant to Section 4.1(b); provided that the LLC may repurchase Common Units (i) from present or former employees of the LLC and its Subsidiaries in accordance with employment agreements in effect on such repurchase date with respect to such employees and (ii) pursuant to the Securityholders Agreement. 23 4.4 ALLOCATIONS. Except as otherwise provided in Section 4.5, Profits and Losses for any Fiscal Year shall be allocated among the Unitholders in such a manner that, as of the end of such Fiscal Year, the sum of (i) the Capital Account of each Unitholder, (ii) such Unitholder's share of Minimum Gain (as determined according to Treasury Regulation Section 1.704-2(g)), and (iii) such Unitholder's partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(2)) shall be equal to the respective net amounts, positive or negative, which would be distributed to them, determined as if the LLC were to (i) liquidate the assets of the LLC for an amount equal to their Book Value, and (ii) distribute the proceeds of liquidation pursuant to Section 13.2. 4.5 SPECIAL ALLOCATIONS. (a) Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Fiscal Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Fiscal year (and, if necessary, for subsequent Fiscal Years) shall be allocated to the Unitholders in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704-2(i)(4). (b) If there is a net decrease in Minimum Gain during any Fiscal Year, each Unitholder shall be allocated Profits for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704-2(f). This Section 4.5(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a manner consistent therewith. (c) If any Unitholder that unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Sections 4.5(c) and 4.5(d) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be allocated to such Unitholder in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 4.5(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith. (d) Profits and Losses shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j), (k) and (m). (e) The allocations set forth in Sections 4.5(a)-(d) (the "Regulatory Allocations") are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profit and Loss of the LLC or make LLC distributions. Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory Allocations, income, gain, deduction, and loss shall be reallocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations and thereby cause the 24 respective Capital Accounts of the Unitholders to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction, and loss) had been allocated without reference to the Regulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction, and loss) among the Unitholders so that the net amount of the Regulatory Allocations and such special allocations to each such Unitholder is zero. 4.6 TAX ALLOCATIONS. (a) The income, gains, losses, deductions, and credits of the LLC will be allocated, for federal, state, and local income tax purposes, among the Unitholders in accordance with the allocation of such income, gains, losses, deductions, and credits among the Unitholders for computing their Capital Accounts; except that, if any such allocation is not permitted by the Code or other applicable law, then the LLC's subsequent income, gains, losses, deductions, and credits will be allocated among the Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of LLC taxable income, gain, loss, and deduction with respect to any property contributed to the capital of the LLC shall be allocated among the Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the LLC for federal income tax purposes and its Book Value. (c) If the Book Value of any LLC asset is adjusted pursuant to the requirements of Treasury Regulation Section l.704-l(b)(2)(iv)(e) or (f) subsequent allocations of items of taxable income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Unitholders according to their interests in such items as determined by the Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) Allocations pursuant to this Section 4.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Unitholder's Capital Account or Unit of Profits, Losses, Distributions, or other LLC items pursuant to any provision of this Agreement. 4.7 INDEMNIFICATION AND REIMBURSEMENT FOR PAYMENTS ON BEHALF OF A UNITHOLDER. If the LLC is required by law to make any payment that is specifically attributable to a Unitholder or a Unitholder's status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes), then such Unitholder shall indemnify the LLC in full for the entire amount paid (including interest, penalties and related expenses). The LLC may pursue and enforce all rights and remedies it may have against each Unitholder under this Section 4.7, including instituting a lawsuit to collect such indemnification and contribution with interest calculated at a rate equal to 10% per annum, compounded as of the last day of each year (but not in excess of the highest rate per annum permitted by law). The 25 LLC's rights under this Section 4.7 shall survive a liquidation or dissolution of the LLC and any amounts recovered shall be distributed in accordance with Section 13.2 hereof. ARTICLE V BOARD OF MANAGERS; OFFICERS 5.1 MANAGEMENT BY THE BOARD OF MANAGERS. (a) Unitholders Elect Board. The Unitholders shall not manage and control the business and affairs of the LLC, except for situations in which the approval of the Unitholders is required by this Agreement or by non-waivable provisions of applicable law. The Board shall be elected by the Unitholders pursuant to Section 5.2(a). (b) Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required, subject to the provisions of Section 5.1(b)(ii), (A) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (B) subject to the terms and conditions of the GTCR-CLC Contribution Agreement, the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC in good order; (C) collecting sums due the LLC; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC; (F) acquiring, utilizing for LLC purposes and disposing of any asset of the LLC; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; 26 (I) entering into guaranties on behalf of the LLC's Subsidiaries; (J) obtaining insurance for the LLC; (K) determining distributions of cash and other property of the LLC as provided in Article IV; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLC. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to Section 5.3, (B) by delegating power and authority to committees pursuant to Section 5.4, and (C) by delegating power and authority to any Officer pursuant to Section 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLC, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures. (c) Fiduciary Duties. Each Manager shall owe such fiduciary duties to the LLC as a director owes to a corporation under the Delaware General Corporation Law from time to time. (d) Officers. The management of the business and affairs of the LLC by the Officers and the exercising of their powers shall be conducted under the supervision of and subject to the approval of the Board. 5.2 COMPOSITION AND ELECTION OF THE BOARD OF MANAGERS. (a) Number and Election. The number of Managers on the Board shall be established by the terms and conditions of the Securityholders Agreement, as amended from time to time. The Managers shall be elected in accordance with the terms of the Securityholders Agreement, or at such time as the Securityholders Agreement is no longer in effect, by the holders of the Required Interest present in person or represented by proxy at any meeting of the Unitholders. The Managers shall be elected in this manner, except as provided in Section 5.2(d). (b) Term. Members of the Board shall serve until their resignation, death or removal or the election of their successors in accordance with the terms of the Securityholders Agreement, or at such time as the Securityholders Agreement is no longer in effect, in accordance with the terms hereof. Members of the Board need not be Unitholders and need not be residents of the State of Delaware. A member of the Board may resign as such by delivering his, her or its written resignation to the LLC at the LLC's principal office addressed to the Board. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 27 (c) Removal and Resignation. Any Manager or the entire Board may only be removed in accordance with the terms of the Securityholders Agreement. At such time as the Securityholders Agreement is no longer in effect, any Manager or the entire Board may be removed at any time, with or without cause, by the holders of the Required Interest. Any Manager may resign at any time upon written notice to the Board. Such resignation shall take effect on the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. (d) Vacancies. Vacancies and newly created managerships resulting from any increase in the authorized number of Managers may be filled only in accordance with the terms of the Securityholders Agreement, or at such time as the Securityholders Agreement is no longer in effect, by a representative designated by the holders of the Required Interest. Each Manager so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided. (e) Reimbursement. The LLC shall pay all reimbursable out-of-pocket costs and expenses incurred by each member of the Board incurred in the course of their service hereunder, including in connection with attending regular and special meetings of the Board, any board of managers or board of directors of any of the LLC's Subsidiaries and any committee thereof. (f) Compensation of Managers. Managers shall receive no compensation for serving in such capacity. (g) Reliance by Third Parties. Any Person dealing with the LLC, other than a Unitholder, may rely on the authority of the Board (or any Officer authorized by the Board) in taking any action in the name of the LLC without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. Every agreement, instrument or document executed by the Board (or any Officer authorized by the Board) in the name of the LLC with respect to any business or property of the LLC shall be conclusive evidence in favor of any Person relying thereon or claiming thereunder that (i) at the time of the execution or delivery thereof, this Agreement was in full force and effect, (ii) such agreement, instrument or document was duly executed according to this Agreement and is binding upon the LLC and (iii) the Board or such Officer was duly authorized and empowered to execute and deliver such agreement, instrument or document for and on behalf of the LLC. 5.3 BOARD MEETINGS AND ACTIONS BY WRITTEN CONSENT. (a) Quorum; Voting. A majority of the total number of Managers fixed by, or in the manner provided in, this Agreement must be present (including pursuant to Section 5.3(h)) in order to constitute a quorum for the transaction of business of the Board (provided that a quorum must at all times include at least one Manager designated by GTCR-CLC) and except as otherwise provided in this Agreement, the act of a majority of the Managers present at a meeting of the Board at which a quorum is present shall be the act of the Board. A Manager who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or 28 unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the LLC immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of such action. (b) Place; Attendance. Meetings of the Board may be held at such place or places as shall be determined from time to time by resolution of the Board. At all meetings of the Board, business shall be transacted in such order as shall from time to time be determined by resolution of the Board. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. (c) Meeting In Connection With Unitholder Meeting. In connection with any meeting of Unitholders at which Managers are elected, the Managers may, if a quorum is present, hold a first meeting for the transaction of business immediately after and at the same place as such meeting of the Unitholders. Notice of such meeting at such time and place shall not be required. (d) Time, Place and Notice. Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by resolution of the Board. Notice of such meetings shall not be required. (e) Special Meetings. Special meetings of the Board may be called by any Manager on at least 24 hours' notice to each other Manager. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for in this Agreement. (f) Chairman and Vice Chairman. The Board shall designate one of the Managers to serve as Chairman and a different Manager to serve as Vice Chairman. The Chairman shall preside at all meetings of the Board. If the Chairman is absent at any meeting of the Board, the Vice Chairman shall preside over such Board meeting. If the Chairman and Vice Chairman are absent, the Managers present shall designate a member to serve as interim chairman for that meeting. Neither the Chairman nor Vice Chairman, except in their capacity as an Officer, shall have the authority or power to act for or on behalf of the LLC, to do any act that would be binding on the LLC or to make any expenditure or incur any obligation on behalf of the LLC or authorize any of the foregoing. (g) Board Meetings. There shall be meetings of the Board from time to time as requested by holders of the Required Interest. (h) Action by Written Consent or Telephone Conference. Any action permitted or required by the Delaware Act, the Certificate or this Agreement to be taken at a meeting of the Board or any committee designated by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the Managers or members of such committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance 29 or presence in person at a meeting of the Board or any such committee, as the case may be. Subject to the requirements of the Delaware Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Managers or members of any committee designated by the Board may participate in and hold a meeting of the Board or any committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 5.4 COMMITTEES; DELEGATION OF AUTHORITY AND DUTIES. (a) Committees; Generally. The Board may, from time to time, designate one or more committees, each of which shall include at least one (1) Manager designated BY GTCR-CLC. Any such committee, to the extent provided in the enabling resolution or in the Certificate or this Agreement, shall have and may exercise all of the authority of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, and the affirmative vote of a majority of the members present shall be necessary for the adoption of any resolution. The Board may dissolve any committee at any time, unless otherwise provided in the Certificate or this Agreement. (b) Audit Committee. The Board may establish an audit committee to select the LLC's independent accountants and to review the annual audit of the LLC's financial statements conducted by such accountants. (c) Delegation; Generally. The Board may, from time to time, delegate to one or more Persons (including any Manager or Officer) such authority and duties as the Board may deem advisable in addition to those powers and duties set forth in Section 5.1(b) hereof. The Board also may assign titles (including chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any Manager, Unitholder or other individual and may delegate to such Manager, Unitholder or other individual certain authority and duties. Any number of titles may be held by the same Manager, Unitholder or other individual. Any delegation pursuant to this Section 5.4(c) may be revoked at any time by the Board. (d) Third-party Reliance. Any Person dealing with the LLC, other than a Unitholder, may rely on the authority of any Officer in taking any action in the name of the LLC without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. 5.5 OFFICERS. (a) Designation and Appointment. The Board may (but need not), from time to time, designate and appoint one or more persons as an Officer of the LLC. No Officer need be a resident of the State of Delaware, a Unitholder or a Manager. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Unless the Board otherwise decides, if 30 the title is one commonly used for officers of a business corporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Board pursuant to the third sentence of this Section 5.5(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(c) and 5.5(c). Each Officer shall hold office until such Officer's successor shall be duly designated and shall qualify or until such Officer's death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Board. (b) Resignation. Any Officer (subject to any contract rights available to the LLC, if applicable) may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without cause, by the Board whenever in its judgment the best interests of the LLC shall be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Designation of an Officer shall not of itself create contract rights. Any vacancy occurring in any office of the LLC may be filled by the Board. (c) Duties of Officers; Generally. The Officers, in the performance of their duties as such, shall owe to the Unitholders duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware. The following Officers, to the extent such Officers have been appointed by the Board, shall have the following duties: (i) Chief Executive Officer. Subject to the powers of the Board, the chief executive officer of the LLC shall be in the general and active charge of the entire business and affairs of the LLC, and shall be its chief policy-making Officer. The president, chief financial officer and each other senior officer of the LLC shall report directly to the chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board are carried into effect. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the Board. (ii) President. The president shall, subject to the powers of the Board and the chief executive officer, be the chief administrative officer of the LLC and shall have general charge of the business, affairs and property of the LLC, and control over its Officers (other than the chief executive officer), agents and employees. The president shall see that all orders and resolutions of the Board and the chief executive officer are carried into effect. He or she shall be responsible for the employment of employees, agents and Officers (other than the chief executive officer) as may be required for the conduct of the business and the attainment of the objectives of the LLC. He or she shall have authority to suspend or to remove any employee, agent or Officer (other than the chief executive officer) of the LLC and, in the case of the suspension for cause of any such Officer, to recommend to the Board what further action should be taken. In the absence of the president, his or her duties shall be performed and his or her authority may be exercised by the chief executive officer. In the absence of the president and the chief executive officer, the 31 \duties of the president shall be performed and his or her authority may be exercised by such Officer as may have been designated as the most senior officer of the LLC. The president shall have such other powers and perform such other duties as may be prescribed by the chief executive officer or the Board. (iii) Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the LLC, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and Units. The chief financial officer shall have the custody of the funds and securities of the LLC, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the LLC, and shall deposit all moneys and other valuable effects in the name and to the credit of the LLC in such depositories as may be designated by the Board. The chief financial officer shall have such other powers and perform such other duties as may be prescribed by the chief executive officer or the Board. (iv) Vice President(s). The vice president(s) shall perform such duties and have such other powers as the chief executive officer, the president, the chief operating officer or the Board may from time to time prescribe, and may have such further denominations as "Executive Vice President," "Senior Vice President," "Assistant Vice President," and the like. (v) Secretary. (A) The secretary shall attend all meetings of the Board and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees of the Board when required. (B) The secretary shall keep all documents as may be required under the Delaware Act or this Agreement. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. (C) If the Board chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Board may from time to time prescribe. (vi) Treasurer. The treasurer shall have the custody of the LLC's funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the LLC; shall deposit all monies and other valuable effects in the name and to the credit of the LLC as may be ordered by the Chairman, the chief financial officer, or the Board; shall cause the funds of the LLC to be dispersed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the Chairman, the chief financial officer and the Board, at its regular meeting or when the board so requires, an account of the LLC; shall have such powers and perform such duties as the Board, the Chairman, the chief financial officer or this Agreement may, from time to time, prescribe. If required by the Board, the treasurer shall give the LLC a bond (which shall be rendered every six years) in such 32 sums and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of treasurer and for the restoration to the LLC, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the LLC. The assistant treasurer, or if there are more than one, the assistant treasurers in the order determined by the Board shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the Board, the Chairman, the chief financial officer, the treasurer or this Agreement may, from time to time, prescribe. ARTICLE VI GENERAL RIGHTS AND OBLIGATIONS OF UNITHOLDERS 6.1 LIMITATION OF LIABILITY. Except as otherwise provided by applicable law, the debts, obligations, and liabilities of the LLC, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the LLC, and no Unitholder shall be obligated personally for any such debt, obligation, or liability of the LLC solely by reason of being a Unitholder of the LLC; provided that a Unitholder shall be required to return to the LLC any Distribution made to it in clear and manifest accounting or similar error. The immediately preceding sentence shall constitute a compromise to which all Unitholders have consented within the meaning of the Delaware Act. Notwithstanding anything contained herein to the contrary, the failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Unitholders for liabilities of the LLC. 6.2 LACK OF AUTHORITY. No Unitholder in his, her, or its capacity as such (other than the members of the Board acting as the Board or an authorized Officer of the LLC) has the authority or power to act for or on behalf of the LLC in any manner, to do any act that would be (or could be construed as) binding on the LLC or to make any expenditures on behalf of the LLC, and the Unitholders hereby consent to the exercise by the Board of the powers conferred on it by law and this Agreement. 6.3 NO RIGHT OF PARTITION. No Unitholder shall have the right to seek or obtain partition by court decree or operation of law of any LLC property, or the right to own or use particular or individual assets of the LLC. 6.4 UNITHOLDERS RIGHT TO ACT. For situations which the approval of any Unitholders or class thereof (rather than the approval of the Board on behalf of the Unitholders) is required, the Unitholders shall act through meetings and written consents as described in Section 3.2. 6.5 CONFLICTS OF INTEREST. A Unitholder, its Affiliates and each of their respective stockholders, directors, officers, controlling persons, partners and employees (collectively, the "Unitholder Group") may have business interests and engage in business activities in addition to those relating to the LLC and its Subsidiaries, except as any such Person may have otherwise agreed with the LLC in writing. Neither the LLC nor any of the other Unitholder shall have any rights by virtue of this Agreement in any business ventures of any such Person except for any 33 business interests or activities which any such Person has agreed in writing with the LLC to not pursue or consummate (whether directly or indirectly), in which case all of such Person's direct and indirect interest in such business interests or activities shall become an asset of the LLC and the LLC shall be entitled to all rights in such business interests or activities and to all income or profits derived therefrom. 6.6 TRANSACTIONS BETWEEN THE LLC AND THE UNITHOLDERS. Subject to Section 5.1(c), notwithstanding that it may constitute a conflict of interest, the Unitholders or their Affiliates may engage in any transaction (including the purchase, sale, lease or exchange of any property or rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the LLC so long as such transaction is approved by the Board and otherwise complies with the provisions set forth in Section 144 of the Delaware General Corporation Law (as if the LLC were a corporation). ARTICLE VII EXCULPATION AND INDEMNIFICATION 7.1 EXCULPATION. No Officer or Manager shall be liable to any other Officer, Manager, the LLC or to any Unitholder for any loss suffered by the LLC unless such loss is caused by such Person's gross negligence, willful misconduct, violation of law or material breach of this Agreement. The Officers and Managers shall not be liable for errors in judgment or for any acts or omissions that do not constitute gross negligence, willful misconduct, violation of law or material breach of this Agreement. Any Officer or Manager may consult with counsel and accountants in respect of LLC affairs, and provided such Person acts in good faith reliance upon the advice or opinion of such counsel or accountants, such Person shall not be liable for any loss suffered by the LLC in reliance thereon. 7.2 RIGHT TO INDEMNIFICATION. Subject to the limitations and conditions as provided in this Article VII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative (hereinafter a "Proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Unitholder, Manager or Officer, or while a Unitholder, Manager or Officer is or was serving at the request of the LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the LLC to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (as if the LLC were a corporation), as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the LLC to provide broader indemnification rights than said law permitted the LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys' fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder and shall inure to the 34 benefit of such Person's heirs, executors and permitted assigns. The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability. 7.3 ADVANCE PAYMENT. Reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the LLC in advance of the final disposition of the Proceeding unless otherwise determined by the Board in the specific case upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the LLC. 7.4 INDEMNIFICATION OF EMPLOYEES AND AGENTS. The LLC, by adoption of a resolution of the Board, may indemnify and advance expenses to an employee or agent of the LLC to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Persons who are not or were not Managers or Officers but who are or were serving at the request of the LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a Person to the same extent that it may indemnify and advance expenses to Managers and Officers under this Article VII. 7.5 APPEARANCE AS A WITNESS. Notwithstanding any other provision of this Article VII, the LLC shall pay or reimburse reasonable out-of-pocket expenses incurred by a Manager or Officer in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding. 7.6 NONEXCLUSIVITY OF RIGHTS. The right to indemnification and the advancement and payment of expenses conferred in this Article VII shall not be exclusive of any other right which a Manager, Officer or other Person indemnified pursuant to Section 7.2 may have or hereafter acquire under any law (common or statutory), provision of the Certificate or this Agreement, agreement, vote of Unitholders or disinterested Managers or otherwise. 7.7 INSURANCE. The LLC may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as a Manager, Officer or agent of the LLC or is or was serving at the request of the LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited ability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the LLC would have the power to indemnify such Person against such expense, liability or loss under this Article VII. 7.8 SAVINGS CLAUSE. If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the LLC shall nevertheless indemnify 35 and hold harmless each Manager, Officer or any other Person indemnified pursuant to this Article VII as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS 8.1 RECORDS AND ACCOUNTING. The LLC shall keep, or cause to be kept, appropriate books and records with respect to the LLC's business, including all books and records necessary to provide any information, lists, and copies of documents required to be provided pursuant to Section 8.3 or pursuant to applicable laws. All matters concerning (i) the determination of the relative amount of allocations and distributions among the Unitholders pursuant to Articles III and IV and (ii) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Board, whose determination shall be final and conclusive as to all of the Unitholders absent manifest clerical error. Any Unitholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the LLC's ledger, a list of its Unitholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such Person's interest as a Unitholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the Unitholder. The demand under oath shall be directed to the LLC at its registered office in the State of Delaware or at its principal place of business. The LLC shall have a reasonable amount of time to respond to any such request. 8.2 FISCAL YEAR. The fiscal year (the "Fiscal Year") of the LLC shall constitute the 12-month period ending on December 31 of each calendar year, or such other annual accounting period as may be established by the Board. 8.3 TRANSMISSION OF COMMUNICATIONS. Each Person that owns or controls Units on behalf of, or for the benefit of, another Person or Persons shall be responsible for conveying any report, notice, or other communication received from the Board to such other Person or Persons. 8.4 LLC FUNDS. The Board and Officers may not commingle the LLC's funds with the funds of any Unitholder or Manager. 36 ARTICLE IX TAXES 9.1 TAX RETURNS. The LLC shall prepare and file all necessary federal and state income tax returns, including making the elections described in Section 9.2. Each Unitholder shall furnish to the LLC all pertinent information in its possession relating to LLC operations that is necessary to enable the LLC's income tax returns to be prepared and filed. 9.2 TAX ELECTIONS. Except as otherwise expressly provided or prohibited herein, the LLC shall make any election the LLC may deem appropriate and in the best interests of the Unitholders. 9.3 TAX MATTERS PARTNER. GTCR-CLC (or an Affiliate so designated by GTCR- CLC) shall be the "tax matters partner" of the LLC pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Partner"). The Tax Matters Partner shall take such action as may be necessary to cause each other Unitholder to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Partner shall inform each other Unitholder of all significant matters that may come to its attention in its capacity as Tax Matters Partner by giving notice thereof on or before the fifth business day after becoming aware thereof and, within that time, shall forward to each other Unitholder copies of all significant written communications he may receive in that capacity. The Tax Matters Partner may not take any action contemplated by Sections 6222 through 6232 of the Code without the consent of the Board, but this sentence does not authorize the Tax Matters Partner (or any Manager) to take any action left to the determination of an individual Unitholder under Sections 6222 through 6232 of the Code. ARTICLE X TRANSFER OF LLC INTERESTS 10.1 TRANSFERS BY UNITHOLDERS. (a) No Unitholder shall Transfer any interest in any Units except to Permitted Transferees and in compliance with this Article X. Except for Transfers made in compliance with the Securityholders Agreement, the Contribution Agreements, the Equity Participation Agreements and the Registration Agreement, no Unitholder shall Transfer, or offer or agree to Transfer, all or any part of any interest of such Person's Units without the prior written consent of the Board, which consent may be withheld in the Board's sole discretion. With the Board's consent, a Unitholder may Transfer all or any part of such Person's Units, subject to compliance with this Agreement (including, without limitation, Section 10.1 (b)). (b) Each transferee of Units or other interest in the LLC shall, as a condition precedent to such Transfer, execute a counterpart to this Agreement pursuant to which such transferee shall agree to be bound by the provisions of this Agreement. 37 10.2 EFFECT OF ASSIGNMENT. (a) Any Unitholder who shall assign any Units or other interest in the LLC shall cease to be a Unitholder of the LLC with respect to such Units or other interest and shall no longer have any rights or privileges of a Unitholder with respect to such Units or other interest. (b) Any Person who acquires in any manner whatsoever any Units or other interest in the LLC, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms and conditions of this Agreement that any predecessor in such Units or other interest in the LLC of such Person was subject to or by which such predecessor was bound. 10.3 RESTRICTION ON TRANSFER. In order to permit the LLC to qualify for the benefit of a "safe harbor" under Code Section 7704, notwithstanding anything to the contrary in this Agreement, no Transfer of any Unit or economic interest shall be permitted or recognized by the LLC or the Board (within the meaning of Treasury Regulation Section 1.7704-1(d)) if and to the extent that such Transfer would cause the LLC to have more than 100 partners (within the meaning of Treasury Regulation Section 1.7704-1 (h), including the look-through rule in Treasury Regulation Section 1.7704- 1(h)(3)). 10.4 TRANSFER FEES AND EXPENSES. The transferor and transferee of any Units or other interest in the LLC shall be jointly and severally obligated to reimburse the LLC for all reasonable expenses (including attorneys' fees and expenses) of any Transfer or proposed Transfer, whether or not consummated. 10.5 VOID TRANSFERS. Any Transfer by any Unitholder of any Units or other interest in the LLC in contravention of this Agreement (including, without limitation, the failure of the transferee to execute a counterpart in accordance with Section 10.1(b)) or which would cause the LLC to not be treated as a partnership for U.S. federal income tax purposes shall be void and ineffectual and shall not bind or be recognized by the LLC or any other party. No purported assignee shall have any right to any profits, losses or distributions of the LLC. ARTICLE XI ADMISSION OF UNITHOLDERS 11.1 SUBSTITUTED UNITHOLDERS. In connection with the transfer of an LLC Interest of a Unitholder permitted under the terms of this Agreement and the other Transaction Documents, the transferee shall become a Substituted Unitholder on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with or waiver of the conditions to such Transfer (unless one of the conditions to such Transfer is that Board or Unitholder consent is required for the admission of such transferee, in which case such consent must first be obtained), including executing counterparts of, and become a party to, this Agreement and the other Transaction Documents to which the transferor Unitholder was a party, and such admission shall be shown on the books and records of the LLC. 38 11.2 ADDITIONAL UNITHOLDERS. A Person may be admitted to the LLC as an Additional Unitholder only as contemplated under, and in compliance with, the terms of this Agreement, including furnishing to the Board (a) a letter of acceptance, in form satisfactory to the Board, of all the terms and conditions of this Agreement, including the power of attorney granted in Section 15.1, and (b) such other documents or instruments as may be necessary or appropriate to effect such Person's admission as a Unitholder (including counterparts or joinders to all applicable Transaction Documents). Such admission shall become effective on the date on which the Board determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the LLC. 11.3 OPTIONHOLDERS. Except as set forth in this Agreement, no Person that holds securities (including options, warrants, or rights) exercisable, exchangeable, or convertible into Units shall have any rights with respect to such Units until such Person is actually issued Units upon such exercise, exchange, or conversion and, if such Person is not then a Unitholder, is admitted as a Unitholder pursuant to Section 11.2. ARTICLE XII WITHDRAWAL AND RESIGNATION OF UNITHOLDERS 12.1 WITHDRAWAL AND RESIGNATION OF UNITHOLDERS. No Unitholder shall have the power or right to withdraw or otherwise resign or be expelled from the LLC prior to the dissolution and winding up of the LLC pursuant to Article XII, except as otherwise expressly permitted by this Agreement or any of the other agreements contemplated hereby. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Unitholder will not be considered a Unitholder for any purpose after the effective time of such complete withdrawal, and, in the case of a partial withdrawal, such Unitholder's Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal. 12.2 WITHDRAWAL OF A UNITHOLDER. No Unitholder shall have the power or right to withdraw or otherwise resign from the LLC except, simultaneous with the Transfer of all of a Unitholder's Units in a Transfer permitted by this Agreement and, if such Transfer is to a person or entity that is not a Unitholder, the admission of such person or entity as a Unitholder pursuant to Section 11.1. ARTICLE XIII DISSOLUTION AND LIQUIDATION 13.1 DISSOLUTION. The LLC shall not be dissolved by the admission of Additional Unitholders or Substituted Unitholders, or by the death, retirement, expulsion, bankruptcy or dissolution of a Unitholder. The LLC shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) at any time by the Board; or 39 (b) the entry of a decree of judicial dissolution of the LLC under Section 35-5 of the Delaware Act or an administrative dissolution under Section 18-802 of the Delaware Act. Except as otherwise set forth in this Article XIII, the LLC is intended to have perpetual existence. An Event of Withdrawal shall not cause a dissolution of the LLC and the LLC shall continue in existence subject to the terms and conditions of this Agreement. 13.2 LIQUIDATION AND TERMINATION. On dissolution of the LLC, the Board shall act as liquidator or may appoint one or more representatives or Unitholders as liquidator. The liquidators shall proceed diligently to wind up the affairs of the LLC, sell all or any portion of the LLC assets for cash or cash equivalents as they deem appropriate, and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an LLC expense. Until final distribution, the liquidators shall continue to operate the LLC properties with all of the power and authority of the Board. The liquidators shall pay, satisfy, or discharge from LLC funds all of the debts, liabilities, and obligations of the LLC (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine) and shall promptly distribute the remaining assets to the holders of Units in accordance with Section 4.l(a). Any non-cash assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.4 and 4.5. In making such distributions, the liquidators shall allocate each type of asset (ie., cash, cash equivalents, securities, etc.) among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such holder. Any such distributions in kind shall be subject to (x) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (y) the terms and conditions of any agreement governing such assets (or the operation thereof or the holders thereof) at such time. The distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 13.2 constitutes a complete return to the Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in the LLC and all the LLC's property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Unitholder returns funds to the LLC, it has no claim against any other Unitholder for those funds. 13.3 CANCELLATION OF CERTIFICATE. On completion of the distribution of LLC assets as provided herein, the LLC shall be terminated (and the LLC shall not be terminated prior to such time), and the Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled, and take such other actions as may be necessary to terminate the LLC. The LLC shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 13.3. 13.4 REASONABLE TIME FOR WINDING UP. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the LLC and the liquidation of its assets pursuant to Section 13.2 in order to minimize any losses otherwise attendant upon such winding up. 40 13.5 RETURN OF CAPITAL. The liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Unitholders (it being understood that any such return shall be made solely from LLC assets). ARTICLE XIV VALUATION 14.1 DETERMINATION. Subject to Section 14.2, the Fair Market Value of the assets of the LLC or of a LLC Interest will be determined by the Board (or, if pursuant to Section 13.2, the liquidators) in its good faith judgement in such manner as its deems reasonable and using all factors, information and data deemed to be pertinent. 14.2 FAIR MARKET VALUE. "Fair Market Value" of (i) a specific LLC asset will mean the amount which the LLC would receive in an all-cash sale of such asset (free and clear of all Liens and after payment of all liabilities secured only by such asset) in an arms-length transaction with an unaffiliated third party consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale); and (ii) the LLC will mean the amount which the LLC would receive in an all-cash sale of all of its assets and businesses as a going concern (free and clear of all Liens and after payment of indebtedness for borrowed money) in an arms-length transaction with an unaffiliated third party consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (assuming that all of the proceeds from such sale were paid directly to the LLC other than an amount of such proceeds necessary to pay transfer taxes payable in connection with such sale, which amount will not be received or deemed received by the LLC). After a determination of the Fair Market Value of the LLC is made as provided above, the Fair Market Value of a Unit will be determined by making a calculation reflecting the cash distributions which would be made to the Unitholders in accordance with this Agreement in respect of such Unit if the LLC were deemed to have received such Fair Market Value in cash and then distributed the same to the Unitholders in accordance with the terms of this Agreement incident to the liquidation of the LLC after payment to all of the LLC's creditors from such cash receipts other than payments to creditors who hold evidence of indebtedness for borrowed money, the payment of which is already reflected in the calculation of the Fair Market Value of the LLC and assuming that all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders of such convertible securities) and all options to acquire Units (whether or not currently exercisable) that have an exercise price below the Fair Market Value of such Units were exercised and the exercise price therefor paid. Except as otherwise provided herein or in any agreement, document or instrument contemplated hereby, any amount to be paid under this Agreement by reference to the Fair Market Value shall be paid in full in cash, and any Unit being transferred in exchange therefor will be transferred free and clear of all Liens. 41 ARTICLE XV GENERAL PROVISIONS 15.1 POWER OF ATTORNEY. (a) Each Unitholder hereby constitutes and appoints each member of the Board and the liquidators, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his or its name, place and stead, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices (i) this Agreement, all certificates, and other instruments and all amendments (in the manner set forth herein) thereof in accordance with the terms hereof which the Board deems appropriate or necessary to form, qualify, or continue the qualification of, the LLC as a limited liability company in the State of Delaware and in all other jurisdictions in which the LLC may conduct business or own property; (ii) all instruments which the Board deems appropriate or necessary to reflect any amendment, change, modification, or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents which the Board deems appropriate or necessary to reflect the dissolution and liquidation of the LLC pursuant to the terms of this Agreement, including a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, or substitution of any Unitholder pursuant to Article XI and XII. (b) The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency, or termination of any Unitholder and the Transfer of all or any portion of his or its LLC Interest and shall extend to such Unitholder's heirs, successors, assigns, and personal representatives. 15.2 AMENDMENTS. This Agreement may be amended from time to time by a written instrument by the holders of the Required Interest; provided that, no amendment or modification pursuant to this Section 15.2 that would adversely affect any class of Units in a manner different than other Units (as the case may be) shall be effective against the holders of such class of Units (as the case may be) without the prior written consent of (i) in the case of Common Units, Class A Preferred Units and Class C Preferred Units, holders of at least a majority of Units of such class materially and adversely affected thereby or (ii) in the case of Class B Preferred Units, holders of at least 70% of such class; and provided, further, that no amendment or modification pursuant to this Section 15.2 that would affect the rights of a Unitholder or group of Unitholders specifically granted such rights by name shall be modified without that Unitholder's (or a majority of that group of Unitholders') consent. 15.3 TITLE TO LLC ASSETS. LLC assets shall be deemed to be owned by the LLC as an entity, and no Unitholder, individually or collectively, shall have any ownership interest in such LLC assets or any portion thereof. Legal title to any or all LLC assets may be held in the name of the LLC or one or more nominees, as the Board may determine. The Board hereby declares and warrants that any LLC assets for which legal title is held in its name or the name of any nominee shall be held in trust by the Board or such nominee for the use and benefit of the LLC in accordance with the provisions of this Agreement. All LLC assets shall be recorded as the property of the LLC on its books and records, irrespective of the name in which legal title to such LLC assets is held. 42 15.4 REMEDIES. Each Unitholder and the LLC shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby 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. 15.5 SUCCESSORS AND ASSIGNS. All covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives, and permitted assigns, whether so expressed or not. 15.6 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 the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein. 15.7 INCORPORATION OF THE LLC. The Board may, in order to facilitate a public offering of securities of the LLC, or for other reasons that the Board deems in the best interests of the LLC, cause the LLC to incorporate its business, or any portion thereof, including (i) the transfer of all of the assets of the LLC, subject to the LLC's liabilities, or the transfer of any portion of such assets and liabilities, to one or more corporations in exchange for shares of such corporation(s) and the subsequent distribution of such shares, at such time as the Board may determine, to the Unitholders on a pro rata basis, (ii) conversion of the LLC into a corporation pursuant to 6 Del. C. Sec.18-216 (or any successor Section thereto) or (iii) by Transfer by each Unitholder of Units held by such Unitholder to one or more corporations in exchange for shares of such corporation(s) (including by merger of the LLC into a corporation) and, in connection therewith, each Unitholder agrees to the Transfer of its Units in accordance with the terms of exchange as provided by the Board and further agrees that as of the effective date of such exchange any Unit outstanding thereafter which shall not have been tendered for exchange shall represent only the right to receive a certificate representing the number of shares of such corporation(s) as provided in the terms of such exchange. In connection with any such reorganization or exchange as provided above, each Unitholder of a particular class shall receive the same form of securities and the same amount of securities per Unit of such class and if any holders of a class of Units are given an option as to the form and amount of securities to be received, each holder of such class of Units shall be given the same option. The LLC shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with such incorporation transaction, including, without limitation, any fees related to a filing under the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended, if applicable. This Section 15.7 is subject to the terms and conditions of Sections 5 and 6 of the Securityholders Agreement. 43 15.8 OPT-IN TO ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. The Unitholders hereby agree that the Units shall be securities governed by Article 8 of the Uniform Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction). 15.9 NOTICE TO UNITHOLDER OF PROVISIONS. By executing this Agreement, each Unitholder acknowledges that it has actual notice of (a) all of the provisions hereof (including the restrictions on the transfer set forth herein), and (b) all of the provisions of the Certificate. 15.10 COUNTERPARTS. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. 15.11 CONSENT TO JURISDICTION. Each Unitholder irrevocably submits to the nonexclusive jurisdiction of the United States District Court for the State of Delaware and the state courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each Unitholder further agrees that service of any process, summons, notice or document by United States certified or registered mail to such Unitholder's respective address set forth in the LLC's books and records or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each Unitholder irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the United States District Court for the State of Delaware or the state courts of the State of Delaware and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. 15.12 DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use of the word "including" in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document, or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words "or," "either," and "any" shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall 44 arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict. 15.13 APPLICABLE LAW. This Agreement 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. Any dispute relating hereto shall be heard in the state or federal courts of Delaware, and the parties agree to jurisdiction and venue therein. 15.14 ADDRESSES AND NOTICES. All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made when (a) delivered personally to the recipient, (b) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:OO p.m. Chicago, Illinois time on a business day, and otherwise on the next business day, or (c) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands, and other communications shall be sent to the address for such recipient set forth in the LLC's books and records, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Any notice to the Board or the LLC shall be deemed given if received by the Board at the principal office of the LLC designated pursuant to Section 2.7. 15.15 CREDITORS. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the LLC or any of its Affiliates, and no creditor who makes a loan to the LLC or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the LLC in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in LLC Profits, Losses, Distributions, capital, or property other than as a secured creditor. 15.16 WAIVER. 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. Each Unitholder irrevocably waives any right it may have under Section 18-305 of the Delaware Act. 15.17 FURTHER ACTION. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement. 15.18 OFFSET. Whenever the LLC is to pay any sum to any Unitholder or any Affiliate or related person thereof, any amounts that such Unitholder or such Affiliate or related person owes to the LLC may be deducted from that sum before payment. 15.19 ENTIRE AGREEMENT. This Agreement, those documents expressly referred to herein, the other documents of even date herewith, and the other Transaction Documents embody 45 the complete agreement and understanding among the parties and supersede and preempt 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. 15.20 DELIVERY BY FACSIMILE. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. 15.21 SURVIVAL. Sections 4.7, 6.1, 7.1 and 7.2 shall survive and continue in full force in accordance with its terms notwithstanding any termination of this Agreement or the dissolution of the LLC. * * * * * 46 IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above. COINMACH HOLDINGS, LLC By: /s/ Stephen Kerrigan ---------------------------------- Name: Its: GTCR-CLC, LLC By: GTCR Fund VII, L.P. Its: Managing Member By: GTCR Partners VII,L.P. Its: General Partner By: GTCR Golder Rauner, L.L.C. Its: General Partner By: /s/ David A. Donnini ---------------------------------- Name: David A. Donnini 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/ Timothy P. Costello ----------------------------------- Name: TIMOTHY P. COSTELLO Title: MANAGING DIRECTOR TCW LEVERAGED INCOME TRUST, L.P. By: TCW Advisors (Bermuda), Ltd., as general partner By: /s/ James M. Hassett ----------------------------------- Name: James M. Hassett Title: Managing Director By: TCW Investment Management Company, as Investment Advisor By: /s/ Timothy P. Costello ----------------------------------- Name: TIMOTHY P. COSTELLO Title: MANAGING DIRECTOR SIGNATURE PAGE TO LLC AGREEMENT (CONT'D) TCW LEVERAGED INCOME TRUST II, L.P. By: TCW (LINC II), L.P., as general partner By: TCW Advisors (Bermuda), Ltd., as general-partner By: /s/ James M. Hassett ----------------------------------- Name: James M. Hassett Title: Managing Director By: TCW Investment Management Company, as Investment Advisor I By: /s/ Timothy P. Costello ----------------------------------- Name: TIMOTHY P. COSTELLO Title: MANAGING DIRECTOR TCW LEVERAGED INCOME TRUST IV, L.P. By: TCW Asset Management Company, as Investment Advisor By: /s/ Timothy P. Costello ----------------------------------- Name: TIMOTHY P. COSTELLO Title: MANAGING DIRECTOR By: TCW Asset Management Company, as managing member of TCW (LINC IV), L.L.C., the general partner By: /s/ James M. Hassett ----------------------------------- Name: James M. Hassett Title: Managing Director SIGNATURE PAGE TO LLC AGREEMENT (CONT'D) FILBERT INVESTMENT PTE LTD By: /s/ Brett K. Fisher ----------------------------------- Name: Brett K. Fisher Its: Director JEFFERIES & COMPANY, INC. By: /s/ Andrew R. Whittaker ----------------------------------- Name: Andrew R. Whittaker Its: Vice Chairman SIGNATURE PAGE TO LLC AGREEMENT (CONT'D) /s/ Mitchell Blatt - ----------------------------------- Mitchell Blatt /s/ Stephen R. Kerrigan - ----------------------------------- Stephen R. Kerrigan /s/ Michael E. Stanky - ----------------------------------- Michael E. Stanky /s/ Robert M. Doyle - ----------------------------------- Robert M. Doyle /s/ James N. Chapman - ----------------------------------- James N. Chapman SIGNATURE PAGE TO LLC AGREEMENT (CONT'D)
