EX-10.46



 






Exhibit 10.46




AMENDMENT AGREEMENT




          AMENDMENT AGREEMENT, dated as of December 19, 2005 (this “Agreement”), among Coinmach
Corporation, a Delaware corporation (the “Borrower”), Coinmach Laundry Corporation
(“Holdings”), the subsidiary guarantors listed on the signature pages hereto (the
“Subsidiary Guarantors”), the several lenders and other persons with a Commitment under the
Amended and Restated Credit Agreement (as defined below) (each a “Bank” and, collectively,
the “Banks”), Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. as Joint Lead
Arrangers and Book Managers (in such capacity, the “Arrangers”), JPMorgan Chase Bank, N.A.,
as sole Syndication Agent, and Deutsche Bank Trust Company Americas, as Administrative Agent for
the Banks (in such capacity, the “Administrative Agent”).




W I T N E S S E T H:




          WHEREAS, the Borrower, Holdings and the Subsidiary Guarantors, the several lenders from time
to time party thereto (the “Original Banks”), Deutsche Bank Securities Inc. (f/k/a Deutsche
Banc Alex. Brown Inc.) as lead arranger and book manager, J.P. Morgan Securities Inc. and First
Union Securities, Inc. as co-syndication agents, Credit Lyonnais New York Branch as Documentation
Agent and Deutsche Bank Trust Company Americas, Inc. (f/k/a Bankers Trust Company) as
Administrative Agent originally entered into the credit agreement on January 25, 2002 and the
amendment thereto, as of November 15, 2004 (collectively, the “Original Credit Agreement”),
pursuant to which the Original Banks made certain loans and other extensions of credit to the
Borrower;




          WHEREAS, the Obligations (as defined in the Original Credit Agreement, hereinafter the
“Original Obligations”) of the Borrower and the other Credit Parties under the Original
Credit Agreement and the other Credit Documents (as defined in the Original Credit Agreement,
hereinafter the “Credit Documents”) are secured by certain collateral (hereinafter the
“Original Collateral”) and are guaranteed or otherwise benefited by the Credit Documents;




          WHEREAS, the parties hereto wish to amend and restate the Original Credit Agreement in its
entirety to effect the amendments described therein and to create the Tranche B-1 Term Loans (as
defined below) having identical terms with, having the same rights and obligations under the Credit
Documents as and in the same aggregate principal amount as, the Tranche B Term Loans (as defined in
the Original Credit Agreement), except as such terms and aggregate principal amount are amended in
the Amended and Restated Credit Agreement (as defined below);




          WHEREAS, the Borrower shall prepay in full all Tranche B Term Loans held by the Tranche B Term
Loan Banks, including all accrued and unpaid interest on its Tranche B Term Loans and any breakage
loss or expense to, but not including, the Amendment Effective Date on the Amendment Effective
Date;




          WHEREAS, each Person who executes and delivers this Agreement as an Initial Tranche B-1 Term
Loan Bank will make Initial Tranche B-1 Term Loans (to the extent of its Initial Tranche B-1 Term
Loan Commitment) under the Amended and Restated Credit Agreement on the Amendment Effective Date to
the Borrower, the proceeds of which will be used by the Borrower to repay in full the outstanding
principal amount of Tranche B Term Loans of the Tranche B Term Loan Banks;




          WHEREAS, each Person that executes and delivers this Agreement as a Second Draw Tranche B-1
Term Loan Commitment Bank (as defined below) shall have an outstanding commitment to make Second
Draw Tranche B-1 Term Loans (to the extent of its Second Draw Tranche B-1 Term Loan Commitment)
under the Amended and Restated Credit Agreement on the Second Draw Date, the proceeds of which will
be used by the Borrower to affect the 9% Senior Notes Redemption;




 









 








          WHEREAS, the parties hereto intend that (a) the Original Obligations that remain unpaid and
outstanding as of the Amendment Effective Date shall continue to exist under the Amended and
Restated Credit Agreement on the terms set forth therein, (b) the loans under the Original Credit
Agreement (other than the Tranche B Term Loans) outstanding as of the date hereof shall be Loans
under and as defined in the Amended and Restated Credit Agreement on the terms set forth therein,
(c) any letters of credit outstanding under the Original Credit Agreement as of the date hereof
shall be Letters of Credit under and as defined in the Amended and Restated Credit Agreement and
(d) the Security Documents shall continue to secure, support and otherwise benefit the Obligations
under the Amended and Restated Credit Agreement (including, without limitation, Obligations in
respect of the Tranche B-1 Term Loans) and the other Credit Documents;




          NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as
follows:




     SECTION 1. (a) Certain Definitions. The following terms when used in this Agreement
shall have the following meanings (such meanings to be equally applicable to the singular and
plural form thereof):



          “Administrative Agent” is defined in the preamble.




          “Agreement” is defined in the preamble.




          “Amended and Restated Credit Agreement” is defined in Section 3 hereof.




          “Amendment Effective Date” is defined in Section 4 hereof.




          “Arrangers” is defined in the preamble.




          “Banks” is defined in the preamble.




          “Borrower” is defined in the preamble.




          “Credit Documents” is defined in the recitals hereto.




          “Holdings” is defined in the preamble.




          “Initial Tranche B-1 Term Loan” means a Loan made pursuant to Section 1.01(a) of the
Amended and Restated Credit Agreement on the Amendment Effective Date.




          “Initial Tranche B-1 Term Loan Commitment” means, with respect to an Initial Tranche
B-1 Term Loan Bank, the commitment of such Initial Tranche B-1 Term Loan Bank to make Initial
Tranche B-1 Term Loans on the Amendment Effective Date, in an amount set forth under the heading
“Initial Tranche B-1 Term Loan Commitment” on Schedule 1 to this Agreement. The aggregate amount
of the Initial Tranche B-1 Term Loan Commitments shall equal $230,000,000.




          “Initial Tranche B-1 Term Loan Bank” means a Person with an Initial Tranche B-1 Term
Loan Commitment to make Initial Tranche B-1 Term Loans to the Borrower on the Amendment Effective
Date.




          “Mortgage Amendment” is defined in Section 4 hereof.




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          “Original Collateral” is defined in the recitals hereto.




          “Original Credit Agreement” is defined in the recitals hereto.




          “Original Banks” is defined in the recitals hereto.




          “Original Obligations” is defined in the recitals hereto.




          “Second Draw Date” is defined in Section 1.01(b) of the Amended and Restated Credit
Agreement.




          “Second Draw Tranche B-1 Term Loan” means a Loan made pursuant to Section 1.01(b) of
the Amended and Restated Credit Agreement on the Second Draw Date.




          “Second Draw Tranche B-1 Term Loan Bank” means a Person with an Second Draw Tranche
B-1 Term Loan Commitment to make Second Draw Tranche B-1 Term Loans to the Borrower on the Second
Draw Date.




          “Second Draw Tranche B-1 Term Loan Commitment” with respect to a Second Draw Tranche
B-1 Term Loan Bank, the commitment of such Second Draw Tranche B-1 Term Loan Bank to make Second
Draw Tranche B-1 Term Loans on the Second Draw Date, in an amount set forth under the heading
“Second Draw Tranche B-1 Term Loan Commitment” on Schedule 1 to this Agreement. The aggregate
amount of the Second Draw Tranche B-1 Term Loan Commitments shall equal $340,000,000.00.




          “Subsidiary Guarantors” is defined in the preamble.




          “Tranche B Term Loan Bank” means each Bank with Tranche B Term Loans outstanding
immediately prior to the incurrence of the Initial Tranche B-1 Term Loans on the Amendment
Effective Date.




          “Tranche B-1 Term Loan” means a Loan made pursuant to Section 1.01(a) or (b) of the
Amended and Restated Credit Agreement.




          “Tranche B-1 Term Loan Commitment” means, collectively, (i) with respect to any
Person, its Initial Tranche B-1 Term Loan Commitment and (ii) with respect to any Person, its
Second Draw Tranche B-1 Term Loan Commitment.




          “Tranche B-1 Term Loan Bank” means, collectively, (i) each Initial Tranche B-1 Term
Loan Bank and (ii) each Second Draw Tranche B-1 Term Loan Bank.




          (a) Other Definitions. Unless otherwise defined or the context otherwise requires,
terms for which meanings are provided in the Amended and Restated Credit Agreement shall have such
meanings when used in this Agreement.




     SECTION 2. Exchange of Tranche B Term Loans and New Loans



          (a) Subject to and upon the terms and conditions herein and of the Amended and Restated Credit
Agreement, each Initial Tranche B-1 Term Loan Bank severally agrees to make Initial Tranche B-1
Term Loans to the Borrower on the Amendment Effective Date in a principal amount not to exceed its
Initial Tranche B-1 Term Loan Commitment on the Amendment Effective Date. The Borrower




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shall prepay on the Amendment Effective Date all Tranche B Term Loans with the gross proceeds
of such Initial Tranche B-1 Term Loans.




          (b) The Borrower shall pay all accrued and unpaid interest on the Tranche B Term Loans to the
Tranche B Term Loan Banks to, but not including, the date of repayment thereof, such payment to be
made on such date of repayment and any breakage loss or expense under Section 1.12 of the Original
Credit Agreement. The Amendment Effective Date shall be deemed the first day of a new Interest
Period under the Amended and Restated Credit Agreement with respect to the Initial Tranche B-1 Term
Loans made on the Amendment Effective Date.




          (c) Subject to and upon the terms and conditions herein and of the Amended and Restated Credit
Agreement, each Second Draw Tranche B-1 Term Loan Bank severally agrees to make Second Draw Tranche
B-1 Term Loans to the Borrower on the Second Draw Date in a principal amount not to exceed its
Second Draw Tranche B-1 Term Loan Commitment on the Second Draw Date.




          (d) For avoidance of doubt, holders of the Initial Tranche B-1 Term Loans and the Second Draw
Tranche B-1 Term Loans shall be entitled to the same guarantees and security interests pursuant to
the Credit Documents from and after the Amendment Effective Date and the Second Draw Date,
respectively, in each case as the benefits to which the holders of Tranche B Term Loans had been
entitled immediately prior to the Amendment Effective Date.




     SECTION 3. Amendment and Restatement of Original Credit Agreement



          On the Amendment Effective Date, the Original Credit Agreement shall be, and is hereby,
amended and restated in its entirety as set forth in Annex I hereto (as set forth in such
Annex I, the “Amended and Restated Credit Agreement”), and as so amended and
restated is hereby ratified, approved and confirmed in each and every respect by all parties
hereto. The rights and obligations of the parties to the Original Credit Agreement with respect to
the period prior to the Amendment Effective Date shall not be affected by such amendment and
restatement.




     SECTION 4. Conditions Precedent to the Effectiveness of this Amendment



          (a) This Agreement shall become effective as of the date first written above (the
“Amendment Effective Date”), and the obligations of the Banks under the Amended and
Restated Credit Agreement shall be subject to, satisfaction of each of the conditions precedent set
forth in this Section 4 hereof.




          (i) Execution of Agreement; Notes. On or prior to the Amendment Effective Date (w)
the Amended and Restated Credit Agreement shall have been executed and delivered as provided in
Section 13.10 thereof by Holdings, each Credit Party and the Administrative Agent, (x) if requested
by any Bank in writing, there shall have been delivered to the Administrative Agent for the account
of each of such Bank the appropriate Note executed by the Borrower, in each case in the amount,
maturity and as otherwise provided herein and (y) this Agreement shall have been executed and
delivered by Holdings, each Credit Party, the Administrative Agent, the Issuing Bank, the Swingline
Lender, each Revolving Loan Bank and each other Bank with a Tranche B-1 Term Loan Commitment in
accordance with its terms.




          (ii) Payment of Fees and Interest . (x) On or before the Amendment Effective
Date and after giving effect thereto, all costs,
fees and expenses, and all other compensation contemplated by this Agreement or any other agreement
with any of the Agents due to any of the Agents, or the Banks (including, without limitation, legal
fees and expenses) shall have been paid to the extent then due and (y) on




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the Amendment Effective
Date, the Borrower shall have paid, simultaneously with the making of the Initial Tranche B-1 Term
Loans, to all Banks holding Tranche B Term Loans, all accrued and unpaid interest on the Tranche B
Term Loans, in each case, to but not including the Amendment Effective Date.




          (iii) Opinions of Counsel. On the Amendment Effective Date, the Agents shall have
received, with sufficient copies for each Bank, from Mayer, Brown, Rowe & Maw LLP, special counsel
to Holdings, the Borrower and the Subsidiary Guarantors, an opinion addressed to the Agents, the
Collateral Agent and each of the Banks and dated as of the Amendment Effective Date covering the
matters set forth in Exhibit D to the Amended and Restated Credit Agreement and such
opinions of local counsel to Holdings, the Borrower and the Subsidiary Guarantors as the Agents may
reasonably request, addressed to the Agents, the Collateral Agent and each of the Banks dated as of
the Amendment Effective Date.




          (iv) Corporate Documents; Proceedings; etc.





     (w) On the Amendment Effective Date, the Agents shall have received a certificate,
dated as of the Amendment Effective Date, signed by an Authorized Officer and attested to by
the Secretary or any Assistant Secretary of each Credit Party, together with copies of the
Certificate of Incorporation and By-Laws of such Credit Party and the resolutions of such
Credit Party referred to in such certificate, and the foregoing shall be reasonably
acceptable to the Agents.




     (x) All corporate and legal proceedings and all material instruments and agreements in
connection with the transactions contemplated by the Credit Documents shall be reasonably
satisfactory in form and substance to the Agents and the Required Banks, and the Agents
shall have received all information and copies of all documents and papers, including
records of corporate proceedings, governmental approvals, good standing certificates and
bring-down telegrams or facsimiles, if any, which the Agents reasonably may have requested
in connection therewith, such documents and papers where appropriate to be certified by
proper corporate or Governmental Authorities.




     (y) The Administrative Agent shall have received from Holdings and each Credit Party an
incumbency certificate, dated as of the Amendment Effective Date and signed by the
Authorized Officers, giving the name and bearing a specimen signature of each individual who
shall sign, in the name and on behalf of each of Holdings, the Borrower and its
Subsidiaries, each of the Credit Documents and related agreements.



          (v) Solvency Certificate. On or before the Amendment Effective Date, the Borrower shall
cause to be delivered to the Agents (i) a solvency certificate from the chief financial officer of
the Borrower substantially in the form of Exhibit F to the Amended and Restated Credit
Agreement.




          (vi) Officer’s Certificate. On the Amendment Effective Date, the Agents shall have
received certificates, with sufficient copies for each Bank, dated such date signed by an
appropriate officer of the Borrower, stating that all of the applicable conditions set forth in Section 5.01 of the Amended and Restated Credit Agreement exist as
of such date and confirming compliance with the conditions precedent set forth in Section 6.01 of
the Amended and Restated Credit Agreement.




          (vii) Holdings Pledge Agreement; Credit Party Pledge Agreement; Collateral
Assignment of Leases; Collateral Assignment of Location Leases. (w) On the Amendment
Effective Date, Holdings shall have duly authorized, executed and delivered the Amendment
No. 2 to Holdings Pledge Agreement to the Collateral Agent for the benefit of the Secured
Creditors and such Holdings Pledge Agreement, as amended, shall be in full force and effect
on such date.




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     (x) On the Amendment Effective Date, each Credit Party shall have duly authorized,
executed and delivered the Amendment No. 1 to the Credit Party Pledge Agreement to the
Collateral Agent for the benefit of the Secured Creditors and such Credit Party Pledge
Agreement, as amended, shall be in full force and effect on such date.




     (y) On the Amendment Effective Date, the Borrower and each Subsidiary Guarantor shall
have duly authorized, executed and delivered to the Collateral Agent for the benefit of the
Secured Creditors Amendment No. 1 to the Collateral Assignment of Leases, with respect to
each Principal Lease listed on Schedule 7.13 to the Original Credit Agreement, such
Collateral Assignment of Leases, as amended, shall be substantially in full force and effect
to secure the payment and performance of the Loans hereunder and the other Obligations.




     (z) On the Amendment Effective Date, the Borrower and the Subsidiary Guarantors shall
have duly authorized, executed and delivered to the Collateral Agent for the benefit of the
Secured Creditors Amendment No. 1 to the Collateral Assignment of Location Leases, to secure
the payment and performance of the Loans hereunder and the other Obligations, with respect
to each Location Lease and such Collateral Assignment of Location Leases, as amended, shall
be substantially in full force and effect, to secure the payment and performance of the
Loans hereunder and the other Obligations.



          (viii) Certain Collateral Deliveries. On the Amendment Effective Date, the Credit
Parties shall have caused to be delivered to the Collateral Agent certified copies of Requests for
Information (Form UCC-11), tax lien and judgment lien searches or equivalent reports or lien search
reports, each of a recent date listing all effective financing statements, lien notices or
comparable documents that name Holdings, the Borrower or any Subsidiary Guarantor as debtor and
that are filed in those state and county jurisdictions in which any of the property of Holdings,
the Borrower or any Subsidiary Guarantor is located, the state and county jurisdictions in which
Holdings, the Borrower or any Subsidiary Guarantor’s principal place of business is located and in
which Holdings, the Borrower or any Subsidiary Guarantor is organized and such other searches
requested by the Collateral Agent, none of which shall disclose Liens that encumber the Collateral
covered or intended to be covered by the Security Documents, other than those encumbrances which
constitute Permitted Filings.




          (ix) Litigation. On the Amendment Effective Date, no litigation by any entity (private or
governmental) shall be pending or threatened with respect to this Agreement or any documentation
executed in connection therewith, or which any of the Agents shall reasonably believe could have a
Material Adverse Effect.




          (x) The Banks shall have received, sufficiently in advance of the Amendment Effective Date,
all documentation and other information required by bank regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation,
the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
including, without limitation, the information described in Section 13.18 of the Amended
and Restated Credit Agreement.




          (xi) Borrowing Request. The Borrower shall have provided the Administrative
Agent with a notice of borrowing two Business Days prior to the Amendment Effective Date
with respect to the borrowing of Tranche B-1 Term Loans on the Amendment Effective Date.




          (b) Second Draw Term Loans. The making of Second Draw Tranche B-1 Term Loans on the
Second Draw Date is subject to the satisfaction of the following conditions:





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     (i) At the Second Draw Date and after giving effect to the making of the Second Draw
Tranche B-1 Term Loans and the 9% Senior Notes Redemption, there shall exist no Event of
Default specified in Sections 10.01 or 10.05; and




     (ii) The 9% Senior Notes Redemption shall have been consummated or shall be consummated
simultaneously with the making of Second Draw Tranche B-1 Term Loans.



     SECTION 5. Representations and Warranties



          On and as of the Amendment Effective Date, after giving effect to this Agreement, the Borrower
hereby represents and warrants to the Administrative Agent and each Bank that this Agreement and
the Amended and Restated Credit Agreement have each been duly authorized, executed and delivered by
Holdings, Borrower and each Subsidiary Guarantor and constitutes the legal, valid and binding
obligations of Holdings, the Borrower and each Subsidiary Guarantor enforceable against them in
accordance with its terms, except to the extent that the enforceability hereof or thereof may be
limited by (a) bankruptcy, insolvency, fraudulent conveyance, preferential transfer,
reorganization, moratorium or other similar laws relating to or affecting creditors’ rights and
remedies generally, (b) general principles of equity (whether such enforceability is considered in
a proceeding in equity or at law), and by the discretion of the court before which any proceeding
therefor may be brought or (c) public policy considerations or court administrative, regulatory or
other governmental decisions that may limit rights to indemnification or contribution or limit or
affect any covenants or agreements relating to competition or future employment.




     SECTION 6. No Other Amendments; References to the Credit Agreement



          Other than as specifically provided herein or in the Amended and Restated Credit Agreement,
this Agreement shall not operate as a waiver or amendment of any right, power or privilege of the
Banks under (and as defined in) the Original Credit Agreement or any other Credit Document (as such
term is defined in the Original Credit Agreement) or of any other term or condition of the Original
Credit Agreement or any other Credit Document (as such term is defined in the Original Credit
Agreement) nor shall the entering into of this Agreement preclude the Banks from refusing to enter
into any further waivers or amendments with respect to the Amended and Restated Credit Agreement.
All references to the Original Credit Agreement in any document, instrument, agreement, or writing
that is a Credit Document shall from and after the Amendment Effective Date be deemed to refer to
the Amended and Restated Credit Agreement, and, as used in the Amended and Restated Credit
Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar import shall
mean, from and after the Amendment Effective Date, the Amended and Restated Credit Agreement.




     SECTION 7. Headings



          The headings of the several sections and subsections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of any provision of
this Agreement.




     SECTION 8. Execution in Counterparts



          This Agreement may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.





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     SECTION 9. Expenses



          The Borrower agrees to pay promptly (and in any event on the Amendment Effective Date) after
presentation of an invoice therefor all reasonable out-of-pocket expenses of the Arrangers
(including the reasonable fees and disbursements of Cahill Gordon & Reindel llp, counsel
for the Administrative Agent) in connection with the preparation, negotiation, execution and
delivery of this Agreement, the Amended and Restated Credit Agreement, each other Credit Document
and the documents and transactions contemplated hereby.




     SECTION 10. Cross-References



          References in this Agreement to any Section are, unless otherwise specified or otherwise
required by the context, to such Section of this Agreement.




     SECTION 11. Cooperation; Other Documents



          At all times following the execution of this Agreement, the parties hereto shall execute and
deliver to the Banks and the Agents, or shall cause to be executed and delivered to the Banks and
the Agents, and shall do or cause to be done all such other acts and things as the Banks and the
Agents may reasonably deem to be necessary or desirable to assure the Banks and the Agents of the
benefit of this Agreement (including the Amended and Restated Credit Agreement), the other Credit
Documents and each other document relating to this Agreement.




     SECTION 12. Governing Law



          SECTION 13.08 OF THE AMENDED AND RESTATED CREDIT AGREEMENT IS INCORPORATED BY REFERENCE HEREIN
MUTATIS MUTANDIS.




     SECTION 13. Guarantor Acknowledgments



          (a) Each Subsidiary Guarantor hereby (i) expressly acknowledges the terms of the Amended and
Restated Credit Agreement, (ii) ratifies and affirms its obligations under the Credit Documents
(including guarantees and security agreements) executed by the undersigned and (iii) acknowledges,
renews and extends its continued liability under all such Credit Documents and agrees such Credit
Documents remain in full force and effect.




          (b) Each Subsidiary Guarantor hereby reaffirms, as of the Amendment Effective Date, (i) the
covenants and agreements contained in each Credit Document to which it is a party, including, in
each case, such covenants and agreements as in effect immediately after giving effect to this
Agreement and the transactions contemplated thereby, and (ii) its guarantee of payment of the
Obligations pursuant to the Amended and Restated Credit Agreement.




          (c) Each Subsidiary Guarantor hereby certifies that, as of the date hereof (both before and
after giving effect to the occurrence of the Amendment Effective Date and the effectiveness of the
Credit Agreement), the representations and warranties made by it contained in the Credit Documents
to which it is a party are true and correct in all material respects with the same effect as if
made on the date hereof, except to the extent any such representation or warranty refers or
pertains solely to a date prior to the date hereof (in which case such representation and warranty
was true and correct in all material respects as of such earlier date).




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          (d) Each Subsidiary Guarantor further confirms that each Credit Document to which it is a
party is and shall continue to be in full force and effect and the same are hereby ratified and
confirmed in all respects.




          (e) Each Subsidiary Guarantor hereby acknowledges and agrees that the acceptance by the
Administrative Agents, each Bank and each other Agent of this document shall not be construed in
any manner to establish any course of dealing on any Agent’s or Bank’s part, including the
providing of any notice or the requesting of any acknowledgment not otherwise expressly provided
for in any Credit Document with respect to any future amendment, waiver, supplement or other
modification to any Credit Document or any arrangement contemplated by any Credit Document.




[SIGNATURE PAGES FOLLOW]




 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers and general partners thereunto duly authorized, as of the date first written
above.




	 	 	 	 	 
	 	 	COINMACH CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Doyle
	 

	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle
	 

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	COINMACH LAUNDRY CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Doyle
	 

	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle
	 

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	SUPER LAUNDRY EQUIPMENT CORP.
	 	 	GRAND WASH & DRY LAUNDERETTE, INC.
	 	 	APPLIANCE WAREHOUSE OF AMERICA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Doyle
	 

	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle
	 

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	APPLIANCE WAREHOUSE OF AMERICA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Doyle
	 

	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	AMERICAN LAUNDRY FRANCHISING CORP.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Siegel
	 

	 	 	 	 
	 

	 	 	 	Name: Thomas Siegel
	 

	 	 	 	Title: Chief Financial Officer
















 






	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	 	   As Administrative Agent, Initial Tranche B-1
Term Loan Bank and Second Draw Tranche B-1 Term Loan
Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Carin M. Keegan
	 

	 	 	 	 
	 

	 	 	 	Name: Carin M. Keegan
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Evelyn Thierry
	 

	 	 	 	 
	 

	 	 	 	Name: Evelyn Thierry
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	DEUTSCHE BANK SECURITIES, INC.,
	 	 	   As Joint Lead Arranger and Book Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Sherlock
	 

	 	 	 	 
	 

	 	 	 	Name: Kevin Sherlock
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. Cushman
	 

	 	 	 	 
	 

	 	 	 	Name: John C. Cushman
	 

	 	 	 	Title: Director






 









 






	 	 	 	 	 
	 	 	J.P. MORGAN SECURITIES, INC.,
	 	 	   As Joint Lead Arranger and Book Manager and Sole
Syndication Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jason A. Kulas
	 

	 	 	 	 
	 

	 	 	 	Name: Jason A. Kulas
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,
	 	 	   As a Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Lister
	 

	 	 	 	 
	 

	 	 	 	Name: Michael J. Lister
	 

	 	 	 	Title: Senior Vice President






 









 






	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION,
	 	 	   As a Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul L. Puryear, Jr.
	 

	 	 	 	 
	 

	 	 	 	Name: Paul L. Puryear, Jr.
	 

	 	 	 	Title:






 









 






ANNEX I to

Agreement




AMENDED AND RESTATED CREDIT AGREEMENT





 









 








SCHEDULE 1 to

Agreement




	 	 	 	 	 	 	 	 	 
	 	 	Initial Tranche B-1	 	 	Second Draw Tranche B-1	 
	Bank	 	Term Loan Commitment	 	 	Term Loan Commitment	 
	Deutsche Bank Trust Company Americas
	 	$	230,000,000	 	 	$	340,000,000