EX-10.47



 






Exhibit 10.47




     AMENDMENT NO. 1 dated as of December 22, 2005 (the “Amendment”), with respect to the
Intercreditor Agreement dated as of November 24, 2004, and entered into by and among Coinmach
Laundry Corporation, a Delaware corporation, Deutsche Bank Trust Company Americas, in its capacity
as the collateral agent for the First Lien Creditors (including its successors and assigns from
time to time, the “First Lien Collateral Agent”) and The Bank of New York, in its capacity as
collateral agent for the Noteholders (including its successors and assigns from time to time, the
“Second Lien Collateral Agent”).



     A. In connection with and as a condition precedent to the effectiveness of the Credit
Agreement, dated as of January 25, 2002 and as amended and restated as of December 19, 2005 among
Coinmach Laundry Corporation, a Delaware corporation (“Holdings”), Coinmach Corporation, a Delaware
corporation, the Subsidiary Guarantors listed on the signature page hereto, the lending
institutions from time to time party hereto (each, a “Bank” and, collectively, the “Banks”),
Deutsche Bank Trust Company Americas, as Administrative Agent and Collateral Agent, Deutsche Bank
Securities Inc., as Joint Lead Arranger and Book Manager, J.P. Morgan Securities Inc., as Joint
Lead Arranger, Book Manager and sole Syndication Agent and First Union Securities, Inc., as
Original Syndication Agent, and Credit Lyonnais New York Branch, as Original Documentation Agent
(the “Amended and Restated Credit Agreement”), the parties hereto have agreed to enter into this
Amendment.



     B. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed
to them in the Intercreditor Agreement, as amended by this Amendment or the Credit Agreement, as
applicable.



     In consideration of the premises and the agreements, provisions and covenants contained
herein, the parties hereto hereby agree, on the terms and subject to the conditions set forth
herein, as follows:



     SECTION 1. Amendment to Section 1. Section 1 of the Intercreditor Agreement is hereby
amended by deleting the defined terms “Borrower,” “Common Collateral,” “CSC,” “Guarantor,”
“Noteholder Collateral,” and “Obligors” and the following defined terms shall be added to Section 1
in alphabetical order:




     “Borrower” means, prior to the Merger Event, Coinmach Corporation, a Delaware
corporation, and after the Merger Event, either Coinmach Corporation or CSC as successor to
Coinmach Corporation.




     “Common Collateral” means, prior to the Merger Event, the Collateral, as such term is
defined in the Holdings Pledge Agreement and after the Merger Event, the Pledged Stock and
Pledged Interests (each as defined in the Credit Party Pledge Agreement).




     “Credit Party Pledge Agreement” is defined in the Credit Agreement; provided that the
term “Credit Party Pledge Agreement” shall include any amendment (including Amendment No. 1
thereto dated as of the date hereof), amendment and restatement, supplement or other
modification thereto and any other document or instrument evidencing the Guarantor’s pledge
of Common Collateral under any Future First-Lien



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Credit Facility as any such document or instrument may from time to time be amended,
supplemented, amended and restated or otherwise modified in a manner not inconsistent with
this Agreement.




     “CSC” means, prior to the Merger Event, Coinmach Service Corp., a Delaware corporation,
and after the Merger Event, either Coinmach Service Corp. or Coinmach Corporation as
successor to CSC.




     “Guarantor” means, prior to the Merger Event, Coinmach Laundry Corporation, a Delaware
corporation, and after the Merger Event, either CSC or Borrower, whichever survives the
Merger Event.




     “Holdings” means Coinmach Laundry Corporation, a Delaware corporation.




     “Merger Event” shall mean either (1) the consolidation or merger of CSC and Holdings
with and into the Borrower, or (2) the consolidation or merger of Holdings and the Borrower
with and into CSC.




     “Noteholder Collateral” means, prior to the Merger Event, any assets of CSC and its
subsidiaries other than Borrower and its subsidiaries, whether real, personal or mixed, on
which the Noteholders or any of them now or hereafter holds a Lien as security for any
Noteholder Claim (regardless of the effect of the application of any laws relating to
fraudulent transfers or conveyances) and after the Merger Event, any of the Pledged Stock
and Pledged Interests (each as defined in the Credit Party Pledge Agreement) of Borrower
(regardless of the effect of the application of any laws relating to fraudulent transfers or
conveyances).




     “Obligors” means prior to the Merger Event, Borrower, Coinmach Laundry Corporation and
each of the Subsidiary Guarantors (as defined in the Credit Agreement), and after the Merger
Event, Borrower and each of the Subsidiary Guarantors (as defined in the Credit Agreement).



     SECTION 2. Defined Terms. All references to the “Credit Agreement” in the
Inter-creditor Agreement shall be deemed to refer to the Amended and Restated Credit Agreement.



     SECTION 3. Conditions Precedent. The effectiveness of this Amendment (the “Amendment
Effective Date”) is subject to the prior or contemporaneous satisfaction of (i) the execution and
delivery hereof by each party listed on the signature pages hereto and (ii) each of the conditions
to the effectiveness of the Amended and Restated Credit Agreement.



     SECTION 4. Intercreditor Agreement. Except as specifically provided hereby, the
Intercreditor Agreement shall continue in full force and effect in accordance with the provisions
thereof as in existence on the date hereof. After the date hereof, any reference to the
Intercreditor Agreement in any Loan Document or any Noteholder Document shall mean Intercreditor
Agreement as modified hereby.



     SECTION 5. Applicable Law. This Amendment shall be governed by, and be construed in
accordance with, the laws of the State of New York.



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     SECTION 6. Joinder. Borrower and each party hereto who executes this Amendment as a
New Guarantor hereby agrees to be bound by all of the terms, covenants and conditions set forth in
the Intercreditor Agreement, as amended by this Amendment. Borrower and each New Guarantor hereby
agrees, with respect to itself, to each of the terms applicable to such party contained in the
Intercreditor Agreement, as amended by this Amendment.



     SECTION 7. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together shall constitute
one contract. Delivery of an executed signature page of this Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.



     SECTION 8. Headings. The Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the construction of, or to be
taken into consideration in interpreting, this Amendment.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	First Lien Collateral Agent:
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	 	 	 	as First Lien Collateral Agent
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Carin M. Keegan
	 	 	 	 	 
	 	 	 	 	Name: Carin M. Keegan
	 	 	 	 	Title: Vice President
	 
	 

	 	 	 	Address:
	 	60 Wall Street
	 

	 	 	 	 	 	New York, NY 10005
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Evelyn Thierry
	 	 	 	 	 
	 	 	 	 	Name: Evelyn Thierry
	 	 	 	 	Title: Vice President
	 
	 

	 	 	 	Address:
	 	60 Wall Street
	 

	 	 	 	 	 	New York, NY 10005






 









 






	 	 	 	 	 	 	 
	 	 	Second Lien Collateral Agent:
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,
	 	 	 	 	as Second Lien Collateral Agent
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Julie Salovitch-Miller
	 	 	 	 	 
	 	 	 	 	Name: Julie Salovitch-Miller
	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:
	 	101 Barclay Street
	 

	 	 	 	 	 	Floor 8W
	 

	 	 	 	 	 	New York, NY 10286
	 

	 	 	 	 	 	ATTN: Corporate Trust
	 

	 	 	 	 	 	Administration
	 

	 	 	 	 	 	Fax: (212) 815-5707






 









 






	 	 	 	 	 
	 	 	COINMACH CORPORATION, as Borrower
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Doyle
	 

	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle
	 

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	COINMACH LAUNDRY CORPORATION, as a Guarantor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Doyle
	 

	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle
	 

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	SUPER LAUNDRY EQUIPMENT CORP., as a New
Guarantor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Doyle
	 

	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle
	 

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	GRAND WASH & DRY LAUNDERETTE, INC., as a New
Guarantor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Doyle
	 

	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle
	 

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	APPLIANCE WAREHOUSE OF AMERICA, INC., as a New
Guarantor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert M. Doyle
	 

	 	 	 	 
	 

	 	 	 	Name: Robert M. Doyle
	 

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 	 	AMERICAN LAUNDRY FRANCHISING CORP., as a New
Guarantor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Siegel
	 

	 	 	 	 
	 

	 	 	 	Name: Thomas Siegel
	 

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	Address for Borrower and the Guarantors:




303 Sunnyside Boulevard

Suite 70

Plainview, NY 11803

Attn: Chief Financial Officer

Facsimile Number: (516) 349-8535