<PAGE>
 
                                                                    EXHIBIT 10.1

BANKERS TRUST COMPANY
ONE BANKERS TRUST PLAZA
NEW YORK, NEW YORK 10005

                  FIRST UNION NATIONAL BANK OF NORTH CAROLINA
                          301 S. COLLEGE STREET, DC-5
                              CHARLOTTE, NC 28288

                                    LEHMAN COMMERCIAL PAPER INC.
                                    3 WORLD FINANCIAL CENTER
                                    NEW YORK, NEW YORK 10285

                                                               November 22, 1996

Coinmach Laundry Corporation
55 Lumber Road
Roslyn, New York 11576

Attention:  Stephen R. Kerrigan
            Chief Executive Officer


          Re: Coinmach Corporation Financing
              ------------------------------

Ladies and Gentlemen:

          You have advised Bankers Trust Company ("BTCo") and First Union
National Bank of North Carolina ("First Union"), and Lehman Commercial Paper
Inc. ("LCPI", and together with BTCo and First Union, the "Arrangers" and,
together with a syndicate of lenders formed by the Arrangers, the "Lenders")
that Coinmach Corporation ("Coinmach"), a wholly-owned subsidiary of Coinmach
Laundry Corporation ("CLC"), intends to acquire all of the common stock of the
partners of KWIK Wash Laundries L.P. ("KWIK Wash") from the holders thereof (the
"Holders"), which may either (x) be combined with Coinmach or (y) remain as a
wholly-owned subsidiary of Coinmach (such surviving entity is hereinafter called
the "Company" and such acquisition and combination (if it occurs) is hereinafter
called the "Acquisition").

          The Arrangers understand that the total consideration required to
consummate the Acquisition and to pay the fees and expenses incurred in
connection therewith will be no more than $145.0 million which will consist of
$130.0 million provided by the Senior Bank Financing (as defined below) and by
the issuance and sale by CLC of $15.0 million principal amount of senior
promissory notes to the Holders (the "CLC Notes ") having terms and conditions
satisfactory to us.  The Arrangers also understand that the funding required to
effect the Acquisition, to pay 

                                      -1-
<PAGE>
 
related fees and expenses in connection therewith, and to provide for the
general corporate purposes of the Company and its subsidiaries shall be provided
solely from the incurrence by the Company of the senior secured bank financing
described below and the issuance and sale of the CLC Notes. The sources and uses
of funds in connection with the Acquisition will be as set forth in Exhibit A
attached hereto.

          The Arrangers further understand that the senior secured bank
financing will be in the form of a credit facility (the "Senior Bank Financing")
in the amount of $180 million consisting of a $50 million revolving credit
facility (the "Revolving Credit Facility"), a $65 million term loan facility
(the "Term Loan A Facility") and a $65 million term loan facility (the "Term
Loan B Facility") (it being understood that only up to $130 million of loans may
be utilized, at Closing, in connection with the Acquisition).  A preliminary
summary of certain terms and conditions of the Senior Bank Financing is attached
as Exhibit B to the Letter (the "Summary of Terms").

          BTCo, First Union and LCPI are each pleased to confirm that, subject
to and upon the terms and conditions set forth herein and in the Summary of
Terms, BTCo hereby commits to provide up to $67,500,000, First Union hereby
commits to provide up to $67,500,000 and LCPI hereby commits to provide up to
$45,000,000 of the Senior Bank Financing on the terms and conditions set forth
herein and in the Summary of Terms.  BTCo shall act as the sole administrative
agent (in such capacity, the 'Administrative Agent"), First Union shall act as
syndication agent (the "Syndication Agent") and LCPI shall act as documentation
agent (the "Documentation Agent") with respect to the Senior Bank Financing.
Each of BTCo's, First Union's and LCPI's commitments as described in this
paragraph are subject to the matters set forth below in this letter and in the
Term Sheet and neither of such institutions shall have any liability or
responsibility with respect to the commitment of any other institution.

          The Arrangers reserve the right, prior to or after execution of the
definitive credit documentation, to syndicate all or part of the total
commitment to one or more financial institutions that are reasonably acceptable
to you and will become parties to such definitive credit documentation for the
Senior Bank Financing pursuant to a syndication to be managed by First Union.
The Arrangers shall commence syndication efforts promptly after the execution of
this letter, and you agree actively to assist the Arrangers in achieving a
syndication that is reasonably satisfactory to the Arrangers and you.  Subject
to the foregoing, it is understood and agreed that your assistance is a
condition to the obligations of the Arrangers under this Agreement and it is
understood that a failure to syndicate the 

                                      -2-
<PAGE>
 
Senior Bank Financing will not relieve the Arrangers of their commitment
obligations. Such syndication will be accomplished by a variety of means,
including direct contact during the syndication between senior management and
advisors of CLC and the Company and the proposed syndicate members. To assist
the Arrangers in their syndication efforts, you hereby agree (a) to provide us
and the other syndicate members upon request with all information held by and
otherwise available to you and deemed reasonably necessary by us to complete
syndication, including but not limited to, information and evaluations prepared
by CLC or the Company, their respective subsidiaries, and their respective
advisors or on their behalf relating to the transactions contemplated hereby and
(b) to assist the Arrangers upon reasonable request in the preparation of an
Information Memorandum to be used in connection with the syndication of the
Senior Bank Financing, including making available officers of the Company from
time to time and to attend and make presentations regarding the business and
prospects of CLC and the Company, as appropriate, at a meeting or meetings of
Lenders or prospective Lenders.

          You hereby agree that all reasonable fees and expenses (including the
reasonable fees and expenses of counsel) of BTCo and its affiliates, First Union
and its affiliates and LCPI and its affiliates arising in connection with this
letter (and our due diligence in connection herewith) and in connection with the
transactions described herein (but excluding any fees, but not expenses,
relating to syndication) shall be for your account, whether or not the
Acquisition is consummated, the Senior Bank Financing is made available or
definitive credit documents are executed provided that no Arranger or its
affiliates shall be entitled to payment or reimbursement of its such fees and
expenses to the extent that such Arranger has defaulted in its obligations
hereunder (other than as a result of a good faith determination that a condition
precedent has not been satisfied). This letter is issued for your benefit only
and no other person or entity may rely thereon.

          The provisions of the immediately preceding paragraph shall survive
any termination of this letter.

          BTCo, First Union and LCPI reserve the right to employ the services of
their respective affiliates (including BT Securities Corporation ("BTSC"), First
Union Capital Market Corp. ("FUCMC") and Lehman Brothers ("Lehman") in providing
services contemplated by this letter and to allocate, in whole or in part, to
such affiliates certain fees payable to the Arrangers in such manner as the
Arrangers and such respective affiliates may agree in their sole discretion.
You acknowledge that the Arrangers may share with any of their affiliates
(including BTSC, FUCMC and Lehman) any information related to the Acquisition or
any of the 

                                      -3-
<PAGE>
 
matters contemplated hereby. Each of the Arrangers agrees to treat, and cause
any such affiliates to treat, all non-public information provided to it by CLC
or the Company or any of its affiliates as confidential information in
accordance with the confidentiality letters executed by such Arranger.

          Each of BTCo's, First Union's and LCPI's commitments to provide the
Senior Bank Financing as set forth above will terminate on January 31, 1997, if
a definitive credit agreement evidencing the Senior Bank Financing, reasonably
satisfactory in form and substance to the Arrangers (the "Credit Agreement"),
shall not have been entered into prior to such date or if at any time prior to
the execution of the proposed Credit Agreement, or the consummation of the
Acquisition, as the case may be, the Arrangers are supplied with or discover
information not previously disclosed to them which any of the Arrangers believes
has a materially negative impact on the Company and its subsidiaries taken as a
whole or the feasibility of the Acquisition.

          Except as otherwise required by law, legal process or unless the
Arrangers have otherwise consented, you are not authorized to show or circulate
this letter to any other person or entity (other than your legal, tax or
financial advisors in connection with your evaluation hereof).  If this letter
is not accepted by you as provided in the immediately succeeding paragraph, you
are to immediately return this letter (and copies hereof) to the undersigned.

          This letter, the related fee letter and the related indemnity letter
shall be governed by and construed in accordance with the law of the State of
New York, and by your execution hereof, you consent to the jurisdiction of the
courts thereof. All parties hereby irrevocably waive all right to trial by jury
of actions, proceedings or counterclaims (whether based on contract, tort or
otherwise) arising out of or relating to this letter, the transactions
contemplated hereby or the negotiation, performance or enforcement hereof.

          If you are in agreement with the foregoing, please sign and return to
BTCo, First Union and LCPI (including by way of facsimile transmission) the
enclosed copy of this letter no later than 5:00 p.m., New York time, on the date
hereof and the related fee letter.  This letter may be executed in any number of
counterparts, and by the different parties hereto on separate

                                      -4-
<PAGE>
 
counterparts, each of which when executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.


                                             Very truly yours,

                                             BANKERS TRUST COMPANY



                                             By:  /s/ Victoria T. Page
                                                  ------------------------------
                                                  Title: Managing Director



                                             FIRST UNION NATIONAL BANK OF
                                                NORTH CAROLINA



                                             By:  /s/ Jorge Gonzalez
                                                  ------------------------------
                                                  Title: Senior Vice President



                                             LEHMAN COMMERCIAL PAPER INC.



                                             By:  /s/ Christopher R. Ryan
                                                  ------------------------------
                                                  Title: Authorized Signatory

Agreed to and Accepted as of
the Date First Above Written.

COINMACH LAUNDRY CORPORATION

     /s/ STEPHEN R. KERRIGAN
By:  ______________________________
     Title: Chief Executive Officer

                                      -5-
<PAGE>
 
                                                                       EXHIBIT A

                                SOURCES AND USES
                                ----------------
                             (Dollars in Millions)
 
Sources                                 Uses
-------                                 ----
Term Loan A Facility    $ 65.0          Acquisition of     $140.0
Term Loan B Facility    $ 65.0          KWIK Wash
CLC Notes               $ 15.0          Fees and Expenses  $  5.0
                        ------                             ------
Total Sources           $145.0                             $145.0
                        ======                             ======

                                      -6-
<PAGE>
 
                                                                       EXHIBIT B

              PRELIMINARY SUMMARY OF CERTAIN TERMS AND CONDITIONS
              ---------------------------------------------------

Administrative
Agent:              BTCo

Syndication Agent:  First Union

Documentation
Agent:              LCPI (BTCo, First Union and LCPI are hereinafter
                    collectively called the "Arrangers")

Lenders:            BTCo, First Union, LCPI and/or a syndicate of lenders formed
                    by BTCo, First Union and LCPI (the "Lenders").

Borrower:           Coinmach Corporation (the "Borrower").

Facility:           $180 million of senior secured credit facilities (the
                    "Credit Facilities"), including a $5 million letter of
                    credit sublimit.

Type and Amount:    The Credit Facilities shall consist of the Term Loan
                    Facility and the Revolving Credit Facility.

                    Term Loan Facility.  The Term Loan Facility will consist of
                    ------------------                                         
                    Tranche A Term Loans and Tranche B Term Loans.  The Lenders'
                    commitments to lend the Tranche A Term Loans and the Tranche
                    B Term Loans will terminate immediately upon the
                    consummation of the Acquisition.

                    Tranche A Term Loans.  The Tranche A Term Loans will have a
                    --------------------                                       
                    final maturity date of six years after the date of the
                    initial funding under the Credit Facilities (the "Closing
                    Date") and be in an original principal amount of up to $65
                    million.  Equal quarterly amortization will be required
                    resulting in aggregate annual amounts as follows:

                                      -7-
<PAGE>
 
                    Year                      Aggregate Annual Amortization
                    ----                      -----------------------------
                    First Year                       $ 5,000,000
                    Second Year                        5,000,000
                    Third Year                        10,000,000
                    Fourth Year                       10,000,000
                    Fifth Year                        15,000,000
                    Sixth Year                        20,000,000
                                                     -----------
                                                     $65,000,000

                    Tranche B Term Loans.  The Tranche B Term Loans will have a
                    --------------------                                       
                    final maturity date of seven and one half years after the
                    Closing Date and be in an original principal amount of up to
                    $65.0 million.  Equal semi-annual amortization will be
                    required resulting in aggregate annual amounts as follows:
 
                    Year                      Aggregate Annual Amortization
                    ----                      -----------------------------
                    First Year                          $   650,000
                    Second Year                             650,000
                    Third Year                              650,000
                    Fourth Year                             650,000
                    Fifth Year                              650,000
                    Sixth Year                              650,000
                    Seventh Year                         30,550,000
                    Final Maturity                       30,550,000
                                                        -----------
                                                        $65,000,000

                    The amount, maturity and amortization of each tranche of the
                    Term Loan Facility may be altered at the discretion of the
                    Arrangers with the consent of the Borrower (which consent
                    shall not be unreasonably withheld) if so required by market
                    conditions, including to the extent necessary, in the
                    Arrangers' judgment, to facilitate pre-closing syndication
                    of the Facility; provided that the aggregate principal
                                     --------                             
                    amount of the Term Loan Facility will not be reduced.

                    Revolving Credit Facility.  The Revolving Credit Facility
                    -------------------------                                
                    will mature six years after the Closing Date and be in an
                    original amount of up to $50 million, under which revolving
                    loans may be made and under which letters of credit may be
                    issued up to a $5 million sublimit.  A portion of the
                    Revolving Credit Facility, in an amount to be agreed upon,
                    shall be made available as a swingline facility.

                                      -8-
<PAGE>
 
                    Other.  The Credit Agreement will provide for an uncommitted
                    -----                                                       
                    Tranche C term loan facility in an amount to be agreed upon,
                    to be provided in the future to fund Permitted Acquisitions
                    (as hereinafter defined).

Use of Proceeds:    The proceeds of all Term Loans shall be used to consummate
                    at the Closing the Acquisition and to pay related fees and
                    expenses (in an aggregate amount for such uses not to exceed
                    $145.0 million).


                    The Revolving Credit Facility will be available solely to
                    provide for general corporate purposes of the Borrower and
                    its subsidiaries after consummation of the Acquisition
                    (which shall not include, directly or indirectly, the
                    payment of any portion of the Acquisition Consideration,
                    refinancing fees or expenses), including to make up to an
                    aggregate of $25 million of Permitted Acquisitions and,
                    subject to a $5 million sublimit, to issue standby letters
                    of credit.

Availability:       Revolving Loans may be borrowed, repaid and reborrowed on or
                    after the Closing Date.

Guaranty:           All obligations under the Senior Bank Financing shall be
                    unconditionally guaranteed by Coinmach Laundry Corporation 
                    ("CLC") and present or future subsidiaries of CLC
                    (collectively, the "Guarantors").

Security:           The obligations of the Borrower shall be secured by a first
                    priority perfected security interest in substantially all
                    the assets of the Borrower and each of its direct and
                    indirect subsidiaries and the capital stock of the
                    Borrower's subsidiaries.  The obligations of the Guarantors
                    shall be secured by a first priority perfected security
                    interest in substantially all of the assets of CLC and each
                    of its direct or indirect subsidiaries now owned or
                    hereinafter acquired including the capital stock of the
                    Borrower held by CLC.

Interest Rates:     At the option of the Borrower, Loans under the Senior Bank
--------------                                                                
                    Financing may be maintained from time to time as (x) Base
                    Rate Loans 

                                      -9-
<PAGE>
 
                    which shall bear interest at the Applicable Margin in excess
                    of the Base Rate in effect from time to time or (y)
                    Eurodollar Loans which shall bear interest at the Applicable
                    Margin in excess of the Eurodollar Rate (adjusted for
                    maximum reserves) as determined by the Arrangers for the
                    respective interest period.

                    "Base Rate' shall mean the higher of (x)  1/2 of 1% in
                    excess of the Federal Reserve reported certificate of
                    deposit rate and (y) the rate that BTCo announces from time
                    to time as its prime lending rate, as in effect from time to
                    time.

                    Eurodollar Loans (other than those based upon one-month
                    LIBOR) will not be available until the earlier of 90 days
                    after the Closing or the date the Arrangers have determined
                    that the initial syndication of the Credit Facilities has
                    been completed.

                    "Applicable Margin" for the Senior Bank Financing shall mean
                    a per annum percentage adjusted in accordance with the
                    following pricing grid which is a function of CLC's Total
                    Consolidated Debt to Consolidated EBITDA ratio (the
                    "Leverage Ratio') (which shall be tested quarterly and
                    measured on a trailing twelve months basis).  Consolidated
                    EBITDA shall be defined as net income adjusted for typical
                    non-cash charges including but not limited to non-cash
                    charges relating to employee stock options and will further
                    provide for pro forma adjustments relating to the conforming
                    of accounting practices of acquired entities with those of
                    CLC.
 
                    Eurodollar Applicable    Leverage
                    Margin                   Ratio
                    ---------------------    --------
                    R/C     Term A  Term B
                    ---     ------  ------
                    2.50%   2.50%   3.00%  greater than 4.25
                    2.25%   2.25%   2.75%  between 4.0 and 4.25
                    2.00%   2.00%   2.75%  between 3.5 and 4.0
                    1.75%   1.75%   2.75%  between 3.0 and 3.5
                    1.50%   1.50%   2.75%  less than 3.0

                                      -10-
<PAGE>
 
                    The Applicable Margin for Base Rate Loans shall be based on
                    the Leverage Ratio and shall be 1% lower than the Applicable
                    Margin for Eurodollar Loans shown above.

                    Interest periods of 1, 2, 3 and 6 months shall be available
                    in the case of Eurodollar Loans.

                    The Senior Bank Financing shall include BTCo's standard
                    protective provisions for such matters as defaulting banks,
                    capital adequacy, increased costs, actual reserves, funding
                    losses, illegality and withholding taxes.

                    Interest in respect of Base Rate Loans shall be payable
                    quarterly in arrears on the last business day of each fiscal
                    quarter.  Interest in respect of Eurodollar Loans shall be
                    payable in arrears at the end of the applicable interest
                    period and every three months in the case of interest
                    periods in excess of three months.  Interest will also be
                    payable at the time of repayment of any Loans and at
                    maturity.  All interest and commitment fee and other fee
                    calculations shall be based on a 360-day year and actual
                    days elapsed.

                    Overdue principal and interest shall bear interest at a rate
                    per annum equal to the greater of (i) the rate which is 2%
                    in excess of the rate otherwise applicable to Base Rate
                    Loans from time to time and (ii) the rate which is 2% in
                    excess of the rate then borne by such borrowings.  Such
                    interest shall be payable on demand.

Voluntary
Prepayments:        Voluntary prepayments may be made, in whole or in part,
                    subject to limitations as to minimum amounts or prepayments,
                    at any time with prior notice but without premium or
                    penalty, provided that voluntary prepayments of Eurodollar
                    Loans may only be made subject to payment of applicable
                    breakage costs.

Optional Commitment
Reductions:         The unutilized portion of the total commitment under the
                    Revolving Credit Facility may be reduced or terminated by
                    the Borrower at 

                                      -11-
<PAGE>
 
                    any time without penalty.

Mandatory
Prepayments:        Mandatory prepayments of the Senior Bank Financing shall be
                    required from (in each case with certain customary
                    exceptions to be agreed upon) (a) 100% of the cash proceeds
                    from asset sales of CLC and/or its subsidiaries (other than
                    sales of equipment in the ordinary course of business to the
                    extent the proceeds of which (not in excess of an annual
                    amount to be agreed upon) are reinvested in the business),
                    (b) 50% of the net cash proceeds from issuances of debt or
                    equity securities of CLC and/or its subsidiaries (excluding
                    (w) proceeds used for Permitted Acquisitions (as defined
                    herein), (x) proceeds which are used to repay the CLC Notes,
                    (y) proceeds which are used to repay the 12-3/4% Senior
                    Notes due 2001 (the "12-3/4% Notes") and (z) up to $15
                    million of net cash proceeds of equity securities or
                    subordinated obligations of CLC, if, in the case of this
                    clause (z) (i) no Event or Event of Default exists or is
                    continuing, (ii) the debt securities mature after September
                    30, 2004, (iii) the amortization requirements of the
                    subordinated obligations are on terms satisfactory to the
                    Arrangers and (iv) the proceeds of the debt securities are
                    provided by a strategic investor, (c) 100% of certain
                    insurance proceeds and (d) 75% of annual Excess Cash Flow
                    (to be defined) which shall be reduced to 50% if and so long
                    as the Leverage Ratio is less than or equal to 3.0. All such
                    prepayment amounts shall be applied first to the prepayment
                    of Term Loans and thereafter to the prepayment of Revolving
                    Loans and the reduction of commitments thereunder.  All such
                    mandatory prepayments of Term Loans shall be applied ratably
                    to the Tranche A Term Loans and the Tranche B Term Loans and
                    shall be applied ratably to the scheduled installments
                    thereof.

                    Notwithstanding the foregoing, in the case of any mandatory
                    prepayment to be applied to the Tranche B Term Loans, the
                    Borrower may elect to offer the holders thereof the
                    opportunity to waive the right to receive the amount of such
                    mandatory prepayment.  In the event any

                                      -12-
<PAGE>
 
                    such holders elect to waive such right, all of such amount
                    that would otherwise have been applied as a mandatory
                    prepayment of the Tranche B Term Loans of such holders shall
                    be applied to the prepayment of the Tranche A Term Loans.
Administrative Agent/
Syndication Agent/
Documentation Agent/
Lender Fee:         The Administrative Agent, the Syndication Agent, the
                    Documentation Agent and the Lenders shall receive such fees
                    as have been separately agreed upon with the Arrangers.

Commitment Fees:    1/2 of 1% per annum of the unutilized total commitments
                    under the Revolving Credit Facility as in effect from time
                    to time, commencing on the Closing Date and continuing to
                    and including the termination of the Senior Bank Financing,
                    payable in arrears quarterly and upon the termination of the
                    Senior Bank Financing.  At any time after the Closing Date
                    during which no Default or Event of Default exists and the
                    Leverage Ratio is less than 3.0 to 1.0, the Commitment Fee
                    shall be 3/8 of 1%.

Letter of Credit
Fees:               Applicable Margin for Eurodollar Loans under the Revolving
                    Credit Facility on the aggregate outstanding stated amounts
                    of letters of credit plus an additional 1/4 of 1% on the
                    aggregate outstanding stated amounts of letters of credit to
                    be paid as a fronting fee to the issuing Lender.

Documentation:      The Lenders' commitments will be subject to the negotiation,
                    execution and delivery of definitive financing agreements
                    (and related security documentation, guaranties, etc.) (the
                    "Financing Documents") consistent with the terms of this
                    letter, in each case prepared by Cahill Gordon & Reindel,
                    counsel to the Arrangers.  All documentation shall be
                    governed by New York law.

Conditions
Precedent:          In addition to conditions precedent typical for these types
                    of facilities and any other conditions appropriate in the

                                      -13-
<PAGE>
 
                    context of the proposed transaction, the following
                    conditions shall apply:

A.  To the Initial
    --------------
    Funding
    -------
                    (i)     The structure and all terms of, and the
                            documentation for, the Acquisition (and the tax
                            implications relating thereto to the Borrower) shall
                            be reasonably satisfactory to the Arrangers and such
                            transactions shall have been, or shall
                            simultaneously be, consummated on terms reasonably
                            satisfactory to the Arrangers.

                    (ii)    The CLC Notes shall have terms and conditions
                            satisfactory to the Arrangers.

                    (iii)   All necessary governmental and third party approvals
                            in connection with the transactions contemplated by
                            the Senior Bank Financing and otherwise referred to
                            herein shall have been obtained and remain in
                            effect, and all applicable waiting periods shall
                            have expired without any action being taken by any
                            competent authority which restrains, prevents, or
                            imposes materially adverse conditions upon, the
                            consummation of the transactions contemplated by the
                            Senior Bank Financing or otherwise referred to
                            herein.

                    (iv)    Nothing shall have occurred (and the Lenders shall
                            have become aware of no facts or conditions not
                            previously known) which the Arrangers or the
                            Required Lenders shall reasonably determine could
                            have a material adverse effect on the rights or
                            remedies of the Lenders or the Arrangers, or on the
                            ability of the Borrower and its subsidiaries, both
                            before and after giving effect to the Acquisition,
                            to perform their obligations to the Lenders or which
                            could have a materially adverse effect on the
                            business, property 

                                      -14-
<PAGE>
 
                            assets, nature of assets, liabilities, condition
                            (financial or otherwise) or prospects of the
                            Borrower or the Borrower and its subsidiaries, both
                            before and after giving effect to the Acquisition,
                            taken as a whole after giving effect to the
                            transactions contemplated by the Senior Bank
                            Financing or otherwise referred to herein.

                    (v)     No litigation by any entity (private or
                            governmental) shall be pending or threatened with
                            respect to the Acquisition, the Senior Bank
                            Financing, the transactions contemplated by the
                            Senior Bank Financing or any documentation executed
                            in connection therewith or which the Arrangers or
                            the Required Lenders shall reasonably determine
                            could have a materially adverse effect on the
                            business, property, assets, nature of assets,
                            liabilities, condition (financial or otherwise) of
                            the Borrower or the Borrower and its subsidiaries
                            taken as a whole.

                    (vi)    The Lenders shall have received legal opinions from
                            counsel covering matters reasonably acceptable to
                            the Arrangers and the Required Lenders.

                    (vii)   All organizational documents of the Borrower and its
                            subsidiaries shall be reasonably satisfactory to the
                            Arrangers and the Required Lenders.

                    (viii)  All Loans and other financings to the Borrower shall
                            be in full compliance with all applicable
                            requirements of the margin regulations.

                    (ix)    All reasonable costs, fees, expenses (including,
                            without limitation, legal fees and expenses) and
                            other compensation contemplated hereby payable to
                            the Lenders, shall have been paid to the extent due.

                                      -15-
<PAGE>
 
                    (x)     The Lenders shall have a perfected first priority
                            security interest in substantially all the assets of
                            the Borrower and each of its direct and indirect
                            subsidiaries including the capital stock of the
                            Borrower's subsidiaries.  The Lenders shall also
                            have a perfected first priority security interest in
                            substantially all the assets of CLC and each of its
                            direct and indirect subsidiaries including the
                            capital stock of the Borrower held by CLC.

                    (xi)    At the Initial Funding, CLC and its subsidiaries
                            shall have no long-term indebtedness except the
                            Senior Bank Financing, the 11-3/4% Senior Notes due
                            2005, the 12-3/4% Notes, the CLC Notes, certain
                            other indebtedness satisfactory to the Arrangers and
                            other indebtedness to be mutually agreed upon and
                            CLC and its subsidiaries shall be in compliance with
                            all material provisions of all such indebtedness.

                    (xii)   The Arrangers shall have received environmental and
                            hazardous substance analyses in scope, and in form
                            and substance, reasonably acceptable to the
                            Arrangers.

                    (xiii)  The Arrangers shall have (x) completed and be
                            reasonably satisfied with the results of their
                            legal, tax and accounting due diligence and (y)
                            confirmed the results of their substantially
                            completed business due diligence.

                    (xiv)   The Arrangers shall have received (i) unaudited
                            financial statements of the Borrower and its
                            subsidiaries for the six-month period ended
                            September 30, 1996 and of KWIK Wash and its
                            subsidiaries for the nine-month period ended
                            September 30, 1996 and, to the extent available, any
                            additional fiscal periods ended prior to the Closing
                            Date (including, 

                                      -16-
<PAGE>
 
                            without limitation, monthly
                            financial statements for any such period of less
                            than three months), (ii) a pro forma balance sheet
                                                       --- -----              
                            of CLC and the Borrower and their respective
                            subsidiaries as of the Closing Date after giving
                            effect to the Acquisition and the financings
                            contemplated hereby, and (iii) final projected
                            financial statements (including balance sheets and
                            statements of operations, stockholders' equity and
                            cash flows) of CLC and the Borrower and their
                            respective subsidiaries for the five-year period
                            after the Closing Date, all of the foregoing to be
                            in form and substance satisfactory to the Arrangers
                            and the Lenders.

                    (xv)    There shall have been no material adverse change
                            after the date hereof to the syndication market for
                            credit facilities similar in nature to the Senior
                            Bank Financing contemplated herein and there shall
                            not have occurred and be continuing a material
                            disruption of or material adverse change in
                            financial, banking or capital markets that would
                            have a material adverse effect on the syndication,
                            in each case as determined by the Arrangers in their
                            reasonable discretion.  The Borrower and its
                            advisors shall have fully cooperated in the
                            syndication efforts, including without limitation by
                            promptly providing the Arrangers with all
                            information deemed necessary by it to successfully
                            complete the syndication.

B.  Conditions to All
    -----------------
    Borrowings
    ----------

                    Absence of material adverse change, absence of material
                    litigation, absence of default or unmatured default under
                    the Senior Bank Financing, continued accuracy in all
                    material respects of representations and warranties 

                                      -17-
<PAGE>
 
                    and receipt of such documentation as shall be reasonably
                    required by the Arrangers.

Representations and
Warranties:         The Senior Bank Financing and related documentation shall
                    contain representations and warranties typical for these
                    types of facilities, as well as any additional ones
                    appropriate in the context of the proposed transaction.

Covenants:          Those typical for these types of facilities and applicable
                    to the Guarantors, the Borrower and their subsidiaries, and
                    any additional covenants appropriate in the context of the
                    proposed transaction (with such covenants having such
                    exceptions or baskets as may be mutually agreed upon).
                    Although the covenants have not yet been specifically
                    determined, we anticipate that the covenants shall in any
                    event include:

                    (i)     Restrictions on other indebtedness.

                    (ii)    Restrictions on mergers, acquisitions, joint
                            ventures, partnerships and acquisitions and
                            dispositions of assets, subject to exceptions and
                            baskets to be mutually agreed.  Acquisitions by CLC
                            and its subsidiaries of companies that operate in
                            CLC's current lines of business ("Permitted
                            Acquisitions") will be permitted so long as no
                            Default or Event of Default exists (or will result
                            from such acquisitions) and pro forma for such
                            acquisitions and the financings incurred in
                            connection therewith, and (A) (x) CLC's Consolidated
                            Senior Secured Debt to Consolidated Adjusted EBITDA
                            ratio ("Consolidated Adjusted EBITDA" shall mean
                            Consolidated EBITDA measured on a trailing 12-month
                            basis, with certain cost-savings adjustments (i)
                            made in-accordance with Regulation S-X, (ii)
                            approved by Ernst & Young and (iii) not in excess of
                            10% of pro forma actual reported Consolidated
                            EBITDA) (the "Consolidated Adjusted Senior 

                                      -18-
<PAGE>
 
                            Leverage Ratio") is less than 2.25 and (y) CLC's
                            Consolidated Total Debt to Consolidated Adjusted
                            EBITDA ratio ("Consolidated Adjusted Leverage
                            Ratio") is less than 4.50 and (B) any Permitted
                            Acquisition is made through either (i) the use of
                            cash on hand at CLC, (ii) the use of borrowings
                            under the Revolving Credit Facility not to exceed
                            $25.0 million in the aggregate or (iii) as to any
                            acquisition or acquisitions consummated within one
                            year of the Closing Date, the proceeds of either
                            debt or equity securities for which the total
                            consideration for such acquisition or acquisitions
                            does not exceed $200.0 million in the aggregate,
                            provided, however, that in any single acquisition or
                            series of related acquisitions funded under either
                            subclause (i) or (ii) of this clause (B), the total
                            consideration does not exceed $20.0 million;
                            and, provided further, that any acquisition 
                                 -------- -------
                            or acquisitions funded under subclause (iii) of this
                            clause (B) shall be on terms reasonably satisfactory
                            to the Arrangers; and, provided further, that to
                                                   -------- -------
                            the extent any such acquisition or acquisitions
                            funded under subclause (iii) of this clause (B) is
                            not made by the Borrower or any of its subsidiaries
                            or is not contributed by CLC to either the Borrower
                            or any of its subsidiaries, neither the Borrower nor
                            any of its subsidiaries shall incur any Indebtedness
                            (including Guarantees) with respect thereto.

                    (iii)   Restrictions on sale-leaseback transactions subject
                            to certain permitted exceptions.

                    (iv)    Restrictions on dividends and amendments of
                            organizational, corporate and other documents.

                    (v)     Restrictions on voluntary prepayments of other
                            indebtedness (other than, as 

                                      -19-
<PAGE>
 
                            long as no Default or Event of Default exists, the
                            prepayment of the CLC Notes and the 12 3/4% Notes
                            made with the net cash proceeds from the issuance of
                            debt or equity securities by CLC or any of its
                            subsidiaries).

                    (vi)    Restrictions on transactions with affiliates and
                            formation of subsidiaries.

                    (vii)   Restrictions on investments.

                    (viii)  Maintenance of existence and properties.

                    (ix)    No liens, with exceptions to be negotiated.

                    (x)     Various financial covenants applicable to CLC, on a
                            consolidated basis, customary for a transaction of
                            this type (including, without limitation, minimum
                            interest and fixed charge coverage ratios, minimum
                            EBITDA, maximum capital expenditures and maximum
                            leverage ratio).

                    (xi)    Adequate insurance coverage.

                    (xii)   ERISA covenants.

                    (xiii)  The obtaining of interest rate protection in amounts
                            and for periods to be determined.

                    (xiv)   Restriction of line of business.

                    (xv)    Financial reporting.

                    (xvi)   Compliance with laws.

Events of Default:  Those typical for these types of facilities and any
                    additional ones appropriate in the context of the proposed
                    transaction including, without limitation, a change of
                    control of the Borrower or CLC.

Assignments and
Participations:     The Borrower may not assign its rights or obligations under
                    the Senior Bank Financing 

                                      -20-
<PAGE>
 
                    without the prior written consent of the Lenders. Any Lender
                    may assign all, or, in an amount of not less than $5
                    million, any part of, and may sell participations in, its
                    rights and obligations under the Senior Bank Financing,
                    subject (x) in the case of participations, to customary
                    restrictions on the voting rights of the participants and
                    (y) in the case of assignments, to such limitations as may
                    be established by the Arrangers. The Senior Bank Financing
                    shall provide for a mechanism which will allow for each
                    assignee to become a direct signatory to the Senior Bank
                    Financing and will relieve the assigning Lender of its
                    obligations with respect to the assigned portion of its
                    commitment.

Required Lenders:   Majority.

                                      -21-