EXHIBIT 10.1



 





Exhibit 10.1


     LIMITED WAIVER AND AMENDMENT NO. I AND AGREEMENT dated as of November 15,
2004 (this “Waiver & Amendment”), with respect to the Credit Agreement dated as
of January 25, 2002 (the “Credit Agreement”), among Coinmach Laundry
Corporation (“Holding”), Coinmach Corporation (the “Borrower”), the Subsidiary
Guarantors listed on the signature pages thereto or that otherwise became party
to the Credit Agreement by joinder, the lending institutions from time to time
party thereto (each, a “Bank” and, collectively, the “Banks”), Deutsche Bank
Trust Company Americas (f/k/a Bankers Trust Company), as Administrative Agent
and Collateral Agent, Deutsche Bank Securities Inc. (f/k/a Deutsche Banc Alex.
Brown Inc.), as Lead Arranger and Book Manager, J.P. Morgan Securities Inc. and
Wachovia Capital Markets, LLC (f/k/a First Union Securities, Inc.), as
Syndication Agents, and Credit Lyonnais New York Branch, as Documentation
Agent.



     A. Pursuant To The Credit Agreement, The Banks Have Agreed To Extend
Credit To The Borrower Pursuant To The Terms And Conditions Set Forth Therein.



     B. The Credit Parties have indicated to the Administrative Agent and the
Banks that a newly formed affiliate of Holdings that will become the parent of
Holdings (“CSC”) intends to enter into a series of transactions, along with
certain of the Credit Parties, whereby the following will occur: (i) CSC will
issue (x) between $250.0 million and $380.0 million in aggregate gross proceeds
of Income Deposit Securities (“IDS”) that consist of an aggregate of a number
of shares to be determined of CSC class A common stock (gross proceeds equal to
approximately 55% of the aggregate gross proceeds of the IDS) and senior
secured notes due 2024 in an initial aggregate principal amount equal to
approximately 45% of the aggregate gross proceeds of the IDS (the “IDS Debt”)
and (y) an additional $20.0 million in aggregate principal amount senior
secured notes due 2024 separate and apart from the IDS (such additional senior
secured notes due 2024, the “Third Party Notes”); (ii) CSC will use a portion
of the net proceeds from the IDS offering to make an intercompany loan to the
Borrower equal to not less than 60% of the sum of (x) the aggregate principal
amount of the IDS Debt and (y) the aggregate principal amount of the Third
Party Notes (such intercompany loan amount to be in the aggregate between $79.5
million and $114.6 million depending on the size of the IDS offering) (the
“Intercompany Loan”); (iii) CSC will use an amount equal to (x) the proceeds,
net of the fees and expenses referred to in clause (viii) below, from (a) the
IDS offering plus (b) the Third Party Notes offering, minus (y) the sum of (c)
the aggregate principal amount of the Intercompany Loan plus (d) any amount of
net proceeds from the IDS offering received as a result of the underwriters’
exercise of their overalottment option which shall be retained by Holdings to
redeem a like amount of its preferred equity interests, to make a capital
contribution to Holdings, and Holdings will, in turn, make a capital
contribution in the same amount to the Borrower (between $ 165.3 million and
$252.4 million depending on the size of the IDS offering) (the “Capital
Contribution”); (iv) the Borrower will use between approximately $133.2
million, plus up to approximately $5.5 million depending on the redemption
date, and $171.7 million, plus up to approximately $7.1 million depending on
the redemption date, of the proceeds it receives from the Capital Contribution
to redeem between approximately 27.2% and 35% of the Borrower’s 9% Senior Notes
due 2010 (the “Senior Notes”) and to pay redemption premium and accrued and
unpaid interest on the Senior Notes; (v) the Borrower will use between $14.6
million and $21.8 million, depending on the timing and size of the IDS
offering, of the proceeds it receives from the Intercompany Loan and the
Capital Contribution to repay the full remaining aggregate principal amount of
Tranche A Term Loans ($15.5 million before December 31, 2004 and $14.6 million
on and after



 









 





December 31, 2004 after giving effect to a scheduled amortization payment)
and to repay up to approximately $6.3 million aggregate principal amount of
Tranche B Term Loans (collectively, the “Optional Prepayment”); (vi) the
Borrower will use between approximately $89.7 million and approximately $167.3
million, depending on the size and timing of the IDS offering, of the proceeds
it receives from the Intercompany Note and the Capital Contribution plus up to
approximately $9.5 million of cash on hand to pay a dividend to Holdings to
enable Holdings to redeem a like amount of its outstanding preferred equity
interests, (vii) the common stock of Appliance Warehouse of America, Inc. will
become owned by CSC, (viii) CSC will pay fees and expenses related to the
foregoing of between $25.2 million and $33.0 million, depending on the size of
the IDS offering and (ix) Borrower may, at its option use approximately $0.9
(as of September 30, 2004) million to terminate existing interest rate swap
agreements (the transactions described in clauses (i) through (ix),
collectively, the “IDS Financing”). The actual specific amounts within the
ranges described above will be based upon the actual size of the IDS offering
and determined in accordance with Section 25 of this Waiver & Amendment.




     C. The Credit Parties have requested that the Supermajority Banks of each
Tranche agree to waive the application of Sections 4.02(e) and (j) as they
relate to the IDS Financing and amend certain provisions of Section 4.02 of the
Credit Agreement. The Credit Parties have requested that the Supermajority
Banks and/or Required Banks agree to amend certain other provisions of the
Credit Agreement, in connection with and conditioned upon the closing of the
IDS Financing, in each case as set forth herein.



     D. The Credit Parties have additionally requested that the Required Banks
agree to amend certain other provisions of the Credit Agreement, which
amendments would not be conditioned on the closing of the IDS Financing.



     E. The Supermajority Banks and Required Banks, as the case may be, are
willing to so agree and to waive and/or amend, as the case may be, the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein.



     F. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement, as amended by this Waiver &
Amendment.



     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. Limited Waiver. (i) The Supermajority Banks holding Tranche B
Tenn Loans hereby waive the Borrower’s obligation to make the Optional
Prepayment on a pro rata basis among the Term Loans and hereby agree that the
Optional Prepayment shall first be applied to repay in full the currently
outstanding amount of all Tranche A Term Loans and any remainder of the
Optional Prepayment shall be applied to the Tranche B Term Loans as otherwise
provided in Section 4.01(a); (ii) the Supermajority Banks of each Tranche
hereby waive the Borrower’s obligation, pursuant to Section 4.02(e), to apply
any proceeds from the incurrence by the Borrower of the Intercompany Loan as a
mandatory repayment of principal of outstanding Term Loans; (iii) the
Supermajority Banks of each Tranche hereby waive the Borrower’s obligation,
pursuant to Section 4.02(j), to apply any net proceeds from the Capital



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Contribution as a mandatory repayment of principal of outstanding Term
Loans; and (iv) the Supermajority Banks of each Tranche hereby waive any
Default or Event of Default arising from the failure of the Borrower to comply
with the requirements of Sections 4.01, 4.02(e) and 4.02(j) in respect of the
aspects of the IDS Financing described in clauses (i) through (iii) of this
Section 1.




     SECTION 2. Amendments to Section 2.01(a) of the Credit Agreement. Section
2.01(a) of the Credit Agreement is hereby amended by deleting, in the sixth
line thereof, the phrase “(other than the Spinoff Guarantor).”



     SECTION 3. Amendments to Section 4.02 of the Credit Agreement.



          (i) Section 4.02(e) of the Credit Agreement is hereby amended by deleting,
in each of the second and third/fourth lines thereof, the phrase “the Spinoff
Guarantor,”.



          (ii) Section 4.02(f) of the Credit Agreement is hereby amended (for the
sole purpose of removing references to the “Release Payments,” “Spinoff
Guarantor,” “Spinoff Guarantor Release Event” and directly related provisions)
by deleting it in its entirety and replacing it with:



     “In addition to any other mandatory repayments or commitment reductions
pursuant to this Section 4.02, on each date after the Effective Date upon which
the Borrower or any of its Subsidiaries receives proceeds from any sale of
assets (including capital stock and securities held thereby, but excluding (i)
sales or transfers of inventory or equipment in the ordinary course of business
(including, without limitation, sales or transfers of inventory or equipment to
Subsidiaries), (ii) the sale or other disposition of obsolete equipment or
inventory, (iii) the sale of overdue receivables or liquidation or sale of Cash
Equivalents in the ordinary course of business, (iv) sales of assets between
the Borrower and Subsidiary Guarantors and/or sales of assets between
Subsidiary Guarantors and (v) sales or transfers of assets up to an aggregate
amount of $1,000,000 in any fiscal year, in each case to the extent permitted
by Section 9.02) an amount equal to 100% of the Net Sale Proceeds therefrom
shall be applied as a mandatory repayment of principal of outstanding Term
Loans in accordance with the requirements of Sections 4.02(k), (1) and (m);
provided that, in addition to the exceptions set forth above, so long as no
Default or Event of Default then exists, up to an aggregate of $15,000,000 of
Net Sale Proceeds in any fiscal year shall not be required to be so applied on
the date of receipt thereof to the extent that the Borrower has delivered a
certificate to the Administrative Agent within 15 days following such date
stating that such Net Sale Proceeds shall be reinvested or shall be committed
to be reinvested in the Business within 180 days following such date (and to
the extent the asset sold constituted Collateral, the assets in which such Net
Sales Proceeds are reinvested shall be pledged as Collateral pursuant to the
appropriate Security Documents); and provided, further, that if all or any
portion of such Net Sale Proceeds not required to be applied to the repayment
of Term Loans pursuant to the preceding proviso are either (a) not so used or
committed to be so used within 180 days after the date of receipt of such Net
Sale Proceeds or (b) if committed to be so used within 180 days after the date
of receipt of such Net Sale Proceeds and not so used within 270 days after the
date of receipt of such Net Sale Proceeds, then, in either such case, such
remaining portion not used or committed to be used in the case of the preceding
clause (a) and not used in the case of the preceding clause (b) shall be
applied on the date which is 180



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days after the date of receipt of such Net Sale Proceeds in the case of
clause (a) above or the date occurring 270 days after the date of receipt of
such Net Sale Proceeds in the case of clause (b) above as a mandatory repayment
of principal of outstanding Term Loans in accordance with the requirements of
Sections 4.02(k), (1) and (m).”.




          (iii) Section 4.02(g) of the Credit Agreement is hereby amended by
deleting, in the second line thereof, the phrase “the Spinoff Guarantor,”.



          (iv) Section 4.02(j) of the Credit Agreement is hereby amended by (A)
deleting, in the third line thereof, the phrase “(other than any Release
Payments)” and (B) deleting clause (x) in the second parenthetical thereof and
replacing it in its entirety with “(x) Holdings to the extent such proceeds are
from a capital contribution from the sale or issuance of equity by any direct
or indirect parent of the Borrower to GTCR or”.



     SECTION 4. Amendments to Section 7.09 of the Credit Agreement. Section
7.09 of the Credit Agreement is hereby amended by deleting it in its entirety
and replacing it with:



     “Parent, Holdings, the Borrower and each of their respective Subsidiaries
are members of an affiliated group of corporations filing consolidated returns
for federal income tax purposes, of which Parent is the “common parent” (within
the meaning of Section 1504 of the Code) of such group. Each of Parent,
Holdings, the Borrower and each of their respective Subsidiaries have timely
filed or caused to be timely filed, on the due dates thereof or within
applicable grace periods, with the appropriate taxing authority, all federal
Tax Returns and all material state or other Tax Returns required to be filed by
Parent, Holdings, the Borrower and/or any of their respective Subsidiaries and
each such Tax Return is complete and correct in all material respects. Each of
Parent, Holdings, the Borrower and each of their respective Subsidiaries have
paid all material Taxes due and payable by them other than those which are not
delinquent or which are contested in good faith and for which adequate reserves
have been established in accordance with GAAP. Except as disclosed in the
financial statements referred to in Section 7.05(a), there is no material
action, suit, proceeding, investigation, audit, or claim now pending or, to the
best knowledge of the Borrower, threatened by any authority regarding any Taxes
relating to Parent, Holdings, the Borrower or any of their respective
Subsidiaries. The charges, accruals and reserves on the books of Parent and its
Subsidiaries in respect of Taxes and other governmental charges are, in the
opinion of the Borrower, in material conformity with GAAP. As of the Effective
Date, none of Parent, Holdings, the Borrower or any of their respective
Subsidiaries has entered into an agreement or waiver or been requested to enter
into an agreement or waiver extending any statute of limitations relating to
the payment or collection of Taxes of Parent, Holdings, the Borrower or any of
their respective Subsidiaries, and the Borrower is not aware of any
circumstances that would cause the taxable years or other taxable periods of
Parent, Holdings, the Borrower or any of their respective Subsidiaries not to
be subject to the normally applicable statute of limitations.”



     SECTION 5. Amendments to Section 7.11(b) of the Credit Agreement. Section
7.11(b) of the Credit Agreement is hereby amended by adding to the end of the
first sentence thereof, the phrase “other than the Second Priority Lien of the
IDS Collateral Agent in respect of the common stock of the Borrower.”.



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     SECTION 6. Amendments to Section 9.01 of the Credit Agreement.



          (i) Section 9.01(t) of the Credit Agreement is hereby amended by deleting
the word “and” at the end thereof.



          (ii) Section 9.01(u) shall become Section 9.01(v) and is otherwise hereby
amended by deleting the phrase “(t)” therein and replacing it with the phrase
“(u)”.



          (iii) Section 9.01 is hereby amended by adding a new clause (u) that shall
read in its entirety:



     “(u) Liens in favor of the IDS Collateral Agent representing a Second
Priority Lien on the common stock of the Borrower;”.



          (iv) The proviso at the end of Section 9.01 is hereby amended by deleting
the phrase “(u)” and replacing it with the phrase “(v)” in the first line
thereof and by deleting the phrase “(other than the Liens described in clauses
(e) and (1) of this Section 9.01)” and replacing it with “(other than the Liens
described in clauses (e), (1) and (u) of this Section 9.01)”.



     SECTION 7. Amendments to Section 9.02 of the Credit Agreement.



          (i) Section 9.02(g) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with:



     “the Borrower or any Subsidiary of the Borrower may transfer assets to (i)
the Borrower or any other Subsidiary Guarantor so long as (x) the transferee is
a Credit Party and (y) the security interests granted to the Collateral Agent
for the benefit of the Secured Creditors pursuant to the Security Documents in
the assets so transferred shall remain in full force and effect and perfected
(to at least the same extent as in effect immediately prior to such transfer)
and (ii) the Foreign Subsidiaries in an amount, together with the amount
permitted in accordance with Section 9.05(g)(iii), not to exceed $2,500,000 in
the aggregate;”



          (ii) Section 9.02(h) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with “[Reserved].”.



          (iii) Section 9.02(k) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:



          “the Borrower or any of its Wholly Owned Subsidiaries may consummate a
Permitted Acquisition;”.



          (iv) Section 9.02(m) of the Credit Agreement is hereby amended by
deleting, in clause (i) of the second proviso thereto, the phrase “(other than
the Spinoff Guarantor)”.



          (v) Section 9.02(p) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with “[Reserved].”



     SECTION 8. Amendments to Section 9.03 of the Credit Agreement.



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          (i) Section 9.03(b) of the Credit Agreement is hereby amended by adding at
the end thereof: “provided, further, the amount of Dividends declared and paid
in any four consecutive quarter period pursuant to this clause (b) shall not
exceed $10.0 million;”.



          (ii) Section 9.03(c) of the Credit Agreement is hereby amended (for the
sole purposes of deleting all references to the Spinoff Guarantor and to allow
Parent to make tax payments) by deleting it in its entirety and replacing it
with:



     “the Borrower or any Subsidiary of the Borrower may make payments to
Holdings so that Holdings may make payments to Parent in an amount not in
excess of the federal and state (in such states that permit consolidated or
combined tax returns) income tax liability that the Borrower or the Borrower’s
Subsidiaries would have been liable for if Parent, Holdings, the Borrower and
its Subsidiaries had filed their taxes on a stand-alone basis; provided that
such payments shall be made to Holdings no earlier than five days prior to the
date on which Parent is required to make its payments to the Internal Revenue
Service or the applicable taxing authority, as applicable;”.



          (iii) Section 9.03(d) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:



     “if no Default or Event of Default shall have occurred and be continuing,
the Borrower may declare and pay Dividends to Holdings so that Holdings may
declare and pay dividends or make distributions to Parent so that Parent may
repurchase Parent Common Stock (or rights to acquire Parent Common Stock) from
members of Holdings’, Parent’s or the Borrower’s management in connection with
certain executive employment agreements in an aggregate amount not to exceed
$1,000,000 in any fiscal year; provided that any amounts not used in any fiscal
year can be carried forward and used in the immediately succeeding fiscal
year;”.



          (iv) Section 9.03(e) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with:



     “if no Default or Event of Default shall have occurred and be continuing,
the Borrower may declare and pay Dividends to Holdings so that Holdings may
declare and pay dividends or make distributions to Parent so that Parent may
pay reasonable tax, legal and accounting fees and other support services
provided to or for the benefit of the Borrower and/or any of its Subsidiaries
and to pay Holdings’ and Parent’s operating and administrative expenses, in an
aggregate amount not to exceed $2,000,000 in any fiscal year;”.



          (v) Section 9.03(f) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with:



     “the Borrower may declare and pay Dividends to Holdings so that Holdings
may declare and pay dividends and distributions to Parent (i) in connection
with any payment obligations (including administration costs and expenses)
under Parent’s stock or other equity participation purchase program or similar
equity based benefits plans offered to employees of Parent and/or Subsidiaries
of Parent, including, without limitation, any employee stock option plan or
options to purchase Parent Common Stock, in an aggregate amount not to exceed
$1,000,000 in any fiscal year or (ii) so that Parent may make loans and
advances to employees of Parent and its



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Subsidiaries in the ordinary course of business and consistent with past
practice, in an aggregate principal amount which, when taken together with the
aggregate principal amount of loans and advances (exclusive of loans and
advances for moving and travel expenses or relocation expenses incurred in
connection with a permitted acquisition) made by the Borrower and its
Subsidiaries after the Effective Date in accordance with Section 9.05(e) do not
exceed $1,500,000 at any one time outstanding;”.




          (vi) Section 9.03(g) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing with:



     “(x) if no Event of Default shall have occurred and be continuing, any IDS
Distribution and (y) if no Default or Event of Default shall have occurred and
be continuing, Dividends to Holdings in respect of Section 9.06(g), shall be
permitted;”.



          (vii) Section 9.03(h) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:



     “(h) the Permitted IDS Dividend shall be permitted;”.



     SECTION 9. Amendments to Section 9.04 of the Credit Agreement. Section
9.04 of the Credit Agreement is hereby amended by deleting the word “and” at
the end of clause (1) thereof, deleting the period at the end of clause (m)
thereof and replacing it with the phrase ` ; and” and adding a new clause (n)
which shall read in its entirety:



     “(n) Indebtedness incurred pursuant to the IDS Intercompany Note.”



     SECTION 10. Amendments to Section 9.05 of the Credit Agreement.



          (i) Section 9.05 (e) of the Credit Agreement is hereby amended deleting
the words “Holdings” and “Borrower” in each instance where they appear therein
and replacing such words, in each case, with the word “Parent”.



          (ii) Section 9.05(g) of the Credit Agreement is hereby amended by deleting
clauses (iv) and (v) thereof in their entirety.



          (iii) Section 9.05(j) of the Credit Agreement is hereby amended by
deleting the phrase “(other than the Spinoff Guarantor)” at the end thereof.



          (iv) Sections 9.05(k) and (1) of the Credit Agreement are hereby amended
by deleting each of them in their entirety and replacing each of them with
"[Reserved];”.



          (v) Section 9.05(m) of the Credit Agreement is hereby amended by deleting,
in the first line thereof, the phrase “(other than the Spinoff Guarantor)”.



          (vi) Section 9.05 (n) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with: “the Borrower may invest in
or redeem up to (x) $157.5 million aggregate principal amount of the Senior
Notes upon consummation of and in connection with the IDS Transactions and (y)
$30,000,000 plus that portion of the Retained Amount since



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the date hereof not paid as a Dividend pursuant to Section 9.03(b) and
otherwise permitted pursuant to Section 9.11 of Senior Notes from time to
time.”




     SECTION 11. Amendments to Section 9.06 of the Credit Agreement.



          (i) Section 9.06(c) of the Credit Agreement is hereby amended by inserting
the phrase “and Parent” at the end thereof.



          (ii) Section 9.06(d) of the Credit Agreement is hereby amended by deleting
the word “Holdings” and inserting the word “Parent” in its place.



          (iii) Section 9.06(f) of the Credit Agreement is hereby amended by
deleting the word “Holdings” and inserting the word “Parent” in its place and
by deleting the word “and” at the end thereof.



          (iv) Section 9.06(g) of the Credit Agreement is hereby amended by deleting
the word “Holdings” and inserting the word “Parent” in its place and by
deleting the period at the end thereof and replacing it with the phrase “;
and”.



          (v) Section 9.06 of the Credit Agreement is hereby amended by adding
thereto a new clause (h) which shall read in its entirety:



     “(h) Holdings and its Subsidiaries may enter into the IDS Transactions.”.



          (vi) Section 9.06 of the Credit Agreement is hereby amended by deleting
the last two words thereof and replacing them with “GTCR”.



     SECTION 12. Amendments to Section 9.07(c) of the Credit Agreement.
Section 9.07(c) of the Credit Agreement is hereby amended by deleting it in its
entirety and replacing it with “[Reserved].”



     SECTION 13. Amendments to Section 9.09 of the Credit Agreement. Section
9.09 of the Credit Agreement is hereby amended by deleting the second proviso
thereof in its entirety.



     SECTION 14. Amendments to Section 9.11 of the Credit Agreement.



          (i) Section 9.11 (a) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with the following:




     “make (or give any notice in respect of) any voluntary or optional
payment or prepayment on or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee
with respect thereto or any other Person money or securities before due
for the purpose of paying when due) Senior Notes other than (x) an amount
up to $171.7 million (including redemption premium) plus up to $7.1
million of accrued and unpaid interest thereon upon consummation of and
in connection with the IDS Transactions and (y) as long as no Default or
Event of Default exists, an amount up to $30,000,000 plus that portion of
the Retained Amount from the date hereof not paid as a Dividend pursuant
to Section 9.03(b);”



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     (ii) Section 9.11(b) of the Credit Agreement is hereby amended by
inserting the words “or the IDS Intercompany Note” before the phrase “;
and” therein.



     SECTION 15. Amendment to Section 9.16 of the Credit Agreement. Section
9.16 of the Credit Agreement is hereby amended by inserting the phrase
“Parent,” between the words “than” and “Holdings” on the third line thereof.



     SECTION 16. Amendment to Section 10.04 of the Credit Agreement. Section
10.04 of the Credit Agreement is hereby amended by deleting it in its entirety
and replacing it with:



     "(i) Parent or any of its Subsidiaries shall default in any payment of any
Indebtedness (other than the Obligations) beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created or (ii) Parent or any of its Subsidiaries shall default in the
observance or performance of any covenant relating to any Indebtedness (other
than the Obligations) or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or
in the case of the Borrower and its Subsidiaries permit the holder or holders
of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice is
required), any such Indebtedness to become due prior to its stated maturity, or
(iii) any Indebtedness (other than the Obligations) of Holdings or its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than by regularly scheduled required payments, prior to the stated
maturity thereof, provided that (x) it shall not be a Default or Event of
Default under this Section 10.04 unless the aggregate principal amount of all
Indebtedness as described in the preceding clauses (i) through (iii),
inclusive, is at least $2,500,000; or”



     SECTION 17. Amendments to Section 11 of the Credit Agreement.



          (i) Section 11 of the Credit Agreement is hereby amended by deleting the
following terms in their entirety: “Additional Spinoff Guarantor Note,”
“Appliance Warehouse Assets,” “Appliance Warehouse Investment,” “Appliance
Warehouse Note,” “Initial Appliance Warehouse Investment,” “Permitted
Distribution,” “Permitted Tax Distribution,” “Release Payment,” “Spinoff
Guarantor,” “Spinoff Guarantor Note” and “Spinoff Guarantor Release Event.”



          (ii) The definition of “Applicable Base Rate Margin” is hereby amended by
adding to the end thereof, the following:



     “provided further, that in the case of clauses (i) (before giving effect
to the first proviso hereof when the Pro Forma Leverage Ratio is less than
4.0:1.0) and (ii) hereof, the Applicable Base Rate Margin will be adjusted to
2.00% on each day where the Loans are not rated at least BI or better by
Moody’s Investors Service, Inc. and B+ or better by Standard & Poor’s Rating
Services.”



          (iii) The definition of “Applicable Eurodollar Margin” is hereby amended
by adding to the end thereof, the following:



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     “provided further, that in the case of clauses (i) (before giving effect
to the first proviso hereof when the Pro Forma Leverage Ratio is less than
4.0:1.0) and (ii) hereof, the Applicable Eurodollar Margin will be adjusted to
3.00% on each day where the Loans are not rated at least B I or better by
Moody’s Investors Service, Inc. and B+ or better by Standard & Poor’s Rating
Services.”



          (iv) The definition of “Capital Expenditure” is hereby amended by deleting
the period at the end thereof and inserting “;provided that, for the purposes
of Section 9.07 and the definitions of “Consolidated Fixed Charge Coverage
Ratio” and “Excess Cash Flow,” Capital Expenditures will not include, to the
extent used before June 30, 2006 to make Capital Expenditures in respect of the
management and information systems of the Borrower and its Subsidiaries or in
property, plant and equipment used in the ordinary business of Appliance
Warehouse of America, Inc., the lesser of (x) $15.0 million and (y) the amount
by which cash on hand exceeds $25.0 million upon consummation of and after
giving effect to the IDS Transactions.”



          (v) The definition of “Consolidated EBIT” is hereby amended by:



          (a) inserting the phrase “IDS” before the word “Transactions” in clause
(v) therein; and



          (b) deleting the phrase “and” of the ninth line of such definition and
inserting a new clause (vii) that shall read in its entirety “(vii) up to
$1,000,000 of legal, tax and accounting costs and expenses and other
administrative or operating costs and expenses of Parent or Holdings or
relating to Parent’s or Holdings’ ownership of the Borrower, in each case, to
the extent deducted in the calculation of Consolidated Net Income.”.



          (vi) The definition of “Consolidated Fixed Charges” is hereby amended by
deleting the word “and” before “(iv),” inserting a comma in its place, deleting
the period at the end thereof and inserting “and (v) IDS Distributions for such
period to the extent made”.



          (vii) The definition of “Excess Cash Flow” is hereby amended by deleting
the period at the end thereof and adding “minus, the amount of any IDS
Distribution for such period (to the extent paid).”.



          (viii) The definition of “L/C Supportable Indebtedness” is hereby amended
by deleting, in each of the second/third and fifth/sixth lines, the phrase
"(subsequent to the Permitted Distribution, other than the Spinoff Guarantor)”.



          (ix) The definition of “Net Sale Proceeds” is hereby amended by deleting
the phrase “Holdings consolidated group” on the 13th line thereof and replacing
it with “Parent’s consolidated group”.



          (x) The definition of “Permitted Acquisition” is hereby amended by:




          (a) deleting the phrase “equity interests of Holdings” on the last
line of clause (B) thereof and replacing it with “equity interests of
Parent”,



10









 






          (b) deleting clause (D)(v) thereof in its entirety and replacing it
with “in the case of Parent’s common stock issued as consideration to the
seller in connection with a Permitted Acquisition, a description of the
Parent common stock to be issued in connection with the consummation of
such Permitted Acquisition and the estimated fair market value (as
determined in good faith by the Board of Directors of Parent or Holdings,
as the case may be) thereof;”, and




          (c) inserting the word “and” at the end of clause (D), deleting the
phrase “; and” at the end of clause (E) and inserting a period in its
place and deleting clause (F) in its entirety.



          (xi) The definition of “Subsidiary” is hereby amended by deleting in its
entirety the proviso thereto.



          (xii) The definition of “Tax Sharing Agreement” is hereby amended by
deleting the word “Holdings” wherever it appears therein and replacing it, in
each case with the word “Parent”.



          (xiii) Section 11 of the Credit Agreement is hereby amended by adding the
following defined terms thereto in alphabetical order:



          (a) “IDS” shall mean the income deposit securities issued by Parent
composed of one share of Parent class A common stock and an IDS Note in an
initial principal amount as described in the final prospectus covering the IDS
as filed with the Securities and Exchange Commission.



          (b) “IDS Collateral Agent” shall mean the collateral agent under the
indenture governing the IDS Notes.



          (c) “IDS Distribution” shall mean a Required IDS Distribution or an
Optional IDS Distribution.



          (d) “IDS Intercompany Note” shall mean a note of the Borrower due 2024
issued to Parent in an aggregate principal amount not to exceed $114.6 million.



          (e) “IDS Notes” shall mean the up to approximately $191.0 million
aggregate principal amount of Parent’s senior secured notes due 2024, whether
issued as part of an IDS, or separately to third parties.



          (f) “IDS Transactions” shall mean, collectively, (i) the issuance of the
IDS and the Third Party Notes by Parent, (ii) the incurrence of the
Indebtedness pursuant to the IDS Intercompany Note and the receipt by Borrower
of proceeds therefrom and (iii) a capital contribution by Holdings in the
Borrower with proceeds from the issuance of the IDS and the Third Party Notes.



          (g) “Intercreditor Agreement” shall mean an Intercreditor Agreement among
the Collateral Agent, the IDS Collateral Agent and Holdings in form and
substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent.



11









 





          (h) “Optional IDS Distribution” shall mean dividends that are permitted to
be paid on Parent Common Stock under the indenture governing the IDS Notes as
in effect on the date the first date IDS Notes were issued.



          (i) “Parent” shall mean Coinmach Service Corp., a Delaware corporation.



          (j) “Parent Common Stock” shall mean Parent’s class A common stock and/or
Parent’s class B common stock.



          (k) “Permitted IDS Dividend” shall mean a Dividend from the Borrower to
Holdings of up to $175.9 million made in connection with the IDS Transactions
and funded out of the proceeds of a capital contribution by Holdings to the
Borrower, the IDS Intercompany Note and up to $9.5 million of cash on hand.



          (l) “Required IDS Distribution” shall mean, in any fiscal quarter,
interest payments in respect of the IDS Notes not to exceed the aggregate
amount of interest required to be paid to holders of IDS Notes (either as part
of an IDS or separately) in such fiscal quarter pursuant to the terms of the
indenture governing the IDS Notes as in effect on the date the original IDS
Notes were issued minus the aggregate amount of interest required to be paid to
Parent pursuant to the IDS Intercompany Note as in effect on the date the
original IDS Notes were issued.



          (m) “Second Priority Lien” shall mean a perfected Lien prior to all Liens
other than Liens granted pursuant to this Agreement and the other Credit
Documents and otherwise in accordance with the priorities terms of the
Intercreditor Agreement.



     SECTION 18. Amendments to Section 13.07(a) of the Credit Agreement.
Section 13.07(a) of the Credit Agreement is hereby amended by deleting the
second proviso thereof in its entirety.



     SECTION 19. Amendments to Section 13.16 of the Credit Agreement.



          (i) Section 13.16(a) of the Credit Agreement is hereby amended by deleting
the phrase “any information with respect to Holdings or any of its
Subsidiaries” on the eighth line thereof and replacing it with the phrase “any
information with respect to Parent or any of its Subsidiaries”.



          (ii) Section 13.16(b) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:



     “(b) Each of Holdings and the Borrower hereby acknowledge and agrees that
each Bank may share with any of its affiliates any information related to
Parent or any of its Subsidiaries (including, without limitation, any nonpublic
customer information regarding the creditworthiness of Parent and its
Subsidiaries, provided such Persons shall be subject to the provisions of this
Section 13.16 to the same extent as such Bank.



12









 





     SECTION 20. Amendment to Exhibit M to the Credit Agreement. Exhibit M
shall be deleted in its entirety and replaced with the Form of Intercreditor
Agreement that shall be reasonably acceptable to the Administrative Agent and
the Collateral Agent.



     SECTION 21. Amendment to Section 9.08. Section 9.08 of the Credit
Agreement is hereby amended by deleting it in its entirety and replacing it
with:



     “The Borrower and its Subsidiaries will not permit the Pro Forma Leverage
Ratio for any Test Period (taken as one accounting period) ending on the last
day of any fiscal quarter described below to be greater than the ratio set
forth opposite such fiscal quarter below:



	 	 	 	 	 
	Fiscal Quarter Ended
	 	Ratio

	March 31, 2002
	 	 	5.00 to 1.00	 
	June 30, 2002
	 	 	5.00 to 1.00	 
	September 30, 2002
	 	 	5.00 to 1.00	 
	December 31, 2002
	 	 	4.90 to 1.00	 
	March 31, 2003
	 	 	4.80 to 1.00	 
	June 30, 2003
	 	 	4.80 to 1.00	 
	September 30, 2003
	 	 	4.80 to 1.00	 
	December 31, 2003
	 	 	4.80 to 1.00	 
	March 31, 2004
	 	 	4.60 to 1.00	 
	June 30, 2004
	 	 	4.60 to 1.00	 
	September 30, 2004
	 	 	4.60 to 1.00	 
	December 31, 2004
	 	 	4.60 to 1.00	 
	March 31, 2005
	 	 	4.60 to 1.00	 
	June 30, 2005
	 	 	4.60 to 1.00	 
	September 30, 2005
	 	 	4.60 to 1.00	 
	December 31, 2005
	 	 	4.60 to 1.00	 
	March 31, 2006
	 	 	4.20 to 1.00	 
	June 30, 2006
	 	 	4.20 to 1.00	 
	September 30, 2006
	 	 	4.20 to 1.00	 
	December 31, 2006
	 	 	4.20 to 1.00	 
	March 31, 2007
	 	 	4.00 to 1.00	 
	June 30, 2007
	 	 	4.00 to 1.00	 
	September 30, 2007
	 	 	4.00 to 1.00	 
	December 31, 2007
	 	 	4.00 to 1.00	 
	March 31, 2008
	 	 	4.00 to 1.00	 
	June 30, 2008 and each fiscal quarter thereafter
	 	 	4.00 to 1.00	.”







     SECTION 22. Amendment to Section 9.09. Section 9.09 of the Credit
Agreement is hereby amended by deleting it in its entirety and replacing it
with:



13









 





     “The Borrower and its Subsidiaries will not permit Consolidated EBITDA for
any Test Period, in each case taken as one accounting period, ended on the last
day of a fiscal quarter of the Borrower described below to be less than the
amount set forth opposite such fiscal quarter below; provided, however, that
for purposes of this Section 9.09, Consolidated EBITDA for any Test Period may
give pro forma effect to a Permitted Acquisition (or other acquisition or
transaction with respect to which the requisite consents of the Banks have been
obtained) as if such Permitted Acquisition (or acquisition or other
transaction) had occurred on the first day of such Test Period; provided,
further, that subsequent to the Spinoff Guarantor Release Event, the amount
listed below for each Test Period shall be reduced by an amount equal to the
Spinoff Guarantor’s EBITDA for the Test Period immediately preceding the
Spinoff Guarantor Release Event and subtracting from the Borrower and its
Subsidiaries’ Consolidated EBITDA for such Test Period the amount attributable
to the Spinoff Guarantor’s EBITDA for such Test Period:



	 	 	 	 	 
	 	 	Amount
	Fiscal Quarter Ended
	 	(in millions)

	March 31, 2002
	 	$	145.0	 
	June 30, 2002
	 	 	145.0	 
	September 30, 2002
	 	 	145.0	 
	December 31, 2002
	 	 	145.0	 
	March 31, 2003
	 	 	150.0	 
	June 30, 2003
	 	 	150.0	 
	September 30, 2003
	 	 	150.0	 
	December 31, 2003
	 	 	150.0	 
	March 31, 2004
	 	 	150.0	 
	June 30, 2004
	 	 	155.0	 
	September 30, 2004
	 	 	155.0	 
	December 31, 2004
	 	 	155.0	 
	March 31, 2005
	 	 	155.0	 
	June 30, 2005
	 	 	155.0	 
	September 30, 2005
	 	 	155.0	 
	December 31, 2005
	 	 	155.0	 
	March 31, 2006
	 	 	155.0	 
	June 30, 2006
	 	 	160.0	 
	September 30, 2006
	 	 	160.0	 
	December 31, 2006
	 	 	160.0	 
	March 31, 2007
	 	 	160.0	 
	June 30, 2007
	 	 	160.0	 
	September 30, 2007
	 	 	160.0	 
	December 31, 2007
	 	 	160.0	 
	March 31, 2008
	 	 	160.0	 
	June 30, 2008 and each fiscal quarter
	 	 	165.0	.”







14









 






	 	 	 	 	 
	 	 	Amount
	Fiscal Quarter Ended
	 	(in millions)

	thereafter
	 	 	 	 







     For the avoidance of doubt, Section 9.09 of the Credit Agreement shall be
amended as provided in this Section 22 upon the Initial Amendment Effective
Date and Section 9.09 of the Credit Agreement shall be further amended as
provided in Section 13 hereof upon the IDS Waiver & Amendment Effective Date.



     SECTION 23. Conditions Precedent. (a) The effectiveness of Sections 1
through 20 of this Waiver & Amendment (the “IDS Waiver & Amendment Effective
Date”) is subject to the satisfaction of the following conditions:




     1. On or before the IDS Waiver & Amendment Effective Date this
Waiver & Amendment shall have been executed and delivered by the
Supermajority Banks of each Tranche and each Credit Party.




     2. On or before the IDS Waiver & Amendment Effective Date, the
Waiver & Amendment Fee and all costs, fees and expenses required to be,
and not previously, paid or reimbursed by the Borrower pursuant hereto or
to the Credit Agreement or otherwise, including all invoiced fees and
expenses of counsel to the Administrative Agent shall have been paid or
reimbursed, as applicable.




     3. On the IDS Waiver & Amendment Effective Date, the Administrative
Agent shall have received from Mayer, Brown, Rowe & Maw, LLP, special
counsel to Holdings, the Borrower and the Subsidiary Guarantors, an
opinion addressed to the Administrative Agent, the Collateral Agent and
each of the Banks and dated the IDS Waiver & Amendment Effective Date in
form and substance reasonably acceptable to the Administrative Agent.




     4. The following transactions shall have been consummated, in each
case on terms and conditions reasonably satisfactory to the
Administrative Agent:




     (i) The IDS Financing with CSC having issued IDSs and Third Party
Notes resulting in gross proceeds of up to $400.0 million and not less
than $270.0 million;




     (ii) The Intercreditor Agreement shall have been executed and
delivered by each party thereto;




     (iii) Amendment No. 1 to the Holdings Pledge Agreement shall have
been executed and delivered by each party thereto in form and substance
reasonably satisfactory to the Administrative Agent and the Collateral
Agent;




     (iv) The Appliance Warehouse Note shall have been amended and
restated in the form of an Intercompany Note under the Credit Agreement;
and



15









 






     (v) At least $122.2 million in aggregate principal amount of the
Senior Notes shall have been properly called for redemption and such
amount shall have been placed on deposit as required under the Indenture
governing the Senior Notes.




     5. On the IDS Waiver & Amendment Effective Date, the Administrative
Agent shall have received a certificate dated such date and signed by an
appropriate officer of the Borrower, stating that the applicable
conditions set forth in this Section 23(a) exist as of such date and
confirming compliance with the conditions precedent set forth in Section
6.01 of the Credit Agreement.




     6. The Administrative Agent shall have received written notice of
the Optional Prepayment in accordance with Section 4.01 (a) after giving
effect to the waiver in Section 1 of this Waiver & Amendment.



     (b) The effectiveness of all provisions of this Waiver & Amendment other
than Sections 1 through 20 (the “Initial Amendment Effective Date”) are subject
to the satisfaction of the following conditions:



     (1) On or before the Initial Amendment Effective Date, this Waiver &
Amendment shall have been executed and delivered by the Required Banks and each
Credit Party.



     (2) On or before the Initial Amendment Effective Date, the Initial
Amendment Fee and all costs, fees and expenses required to be paid or
reimbursed by the Borrower pursuant hereto or to the Credit Agreement or
otherwise, including all invoiced fees and expenses of counsel to the
Administrative Agent shall have been paid or reimbursed, as applicable.



     (3) On the Initial Amendment Effective Date, the Administrative Agent
shall have received a certificate dated such date and signed by an appropriate
officer of the Borrower, stating that the applicable conditions set forth in
this Section 23(b) exist as of such date and confirming compliance with the
conditions precedent set forth in Section 6.01 of the Credit Agreement.



     SECTION 24. Representations and Warranties. Each of the Credit Parties
represent and warrant to the Administrative Agent and each of the Banks that:




          (a) This Waiver & Amendment has been duly authorized, executed and
delivered by it and constitutes a legal, valid and binding obligation of
such Credit Party, enforceable against such Credit Party in accordance
with its terms except to the extent that the enforceability thereof may
be limited by (a) bankruptcy, insolvency, fraudulent conveyance,
preferential transfer, reorganization, moratorium or other similar laws
now or hereafter in effect relating to or affecting creditors’ rights and
remedies generally, 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.



16









 






          (b) After giving effect to this Waiver & Amendment, the
representations and warranties set forth in Section 7 of the Credit
Agreement are true and correct in all material respects (it being
understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and
correct in all material respects as of a specified date).




          (c) After giving effect to the IDS Financing and this Waiver &
Amendment, no Default or Event of Default has occurred or is continuing.




          (d) The sources and uses of proceeds related to the IDS Financing
shall be in the form and in such amounts as provided in Section 25
hereof.



     SECTION 25. Sources and Uses of Proceeds.



     (a) The sources of proceeds relating to the IDS Financing shall be as
follows:




          (i) The Intercompany Loan shall be an amount between $79.5 million
and $114.6 million, and in any event equal to 60% of the sum of (x) the
aggregate principal amount of IDS Bonds plus (y) $20.0 million;




          (ii) The Capital Contribution shall be an amount between $165.3
million and $252.4 million, and in any event equal to (x) the aggregate
proceeds of the IDS and the Third Party Note, net of fees and expenses
related thereto, minus (y) the principal amount of the Intercompany Loan;
and




          (iii) Up to $9.5 million of cash on hand.



     (b) The uses of the proceeds from the Intercompany Loan, the Capital
Contribution and the cash on hand shall be as follows:




          (i) First, (w) to redeem approximately $122.2 million in aggregate
principal amount of Senior Notes and to pay an approximately $11.0
million premium in connection with such redemption and to pay up to
approximately $5.5 million in accrued and unpaid interest on the Senior
Notes to be redeemed, (x) to prepay the full remaining aggregate
principal amount of Tranche A Term Loans upon consummation of the IDS
offering ($15.5 million if prior to December 31, 2004 and $14.6 million
on or after December 31, 2004 after giving effect to a scheduled
amortization payment), (y) to pay up to $0.9 million in breakage costs to
terminate existing interest swap agreements and (z) to pay a dividend to
Holdings of up to $94.3 million (plus up to $5.5 million not used to pay
accrued and unpaid interest on the Senior Notes to be redeemed and up to
$0.9 million not used to pay breakage costs to terminate existing
interest swap agreements) to enable Holdings to redeem certain of its
outstanding preferred equity interests;




          (ii) Second, to (x) redeem up to an additional $7.6 million in
aggregate principal amount of Senior Notes and to pay an additional
approximately $0.7 million premium in connection with such redemption and
to pay up to approximately $0.3 million in accrued and unpaid interest on
such Senior Notes to be redeemed and/or (y) pay an additional dividend to
Holdings of up to approximately $19.4 million (plus up to $0.3 million
not



17









 






used to pay accrued and unpaid interest on the Senior Notes to be
redeemed) to enable Holdings to redeem certain additional amounts of its
outstanding preferred equity interests; provided that if the total
proceeds from the Intercompany Loan, Capital Contribution and cash on
hand are $311.7 million or less, then Borrower shall have the option to
use the entire amount provided for in this clause (ii) to redeem
additional Senior Notes and to pay related premium and accrued and unpaid
interest in connection therewith;




          (iii) Third, to pay an additional dividend to Holdings of up to
approximately $38.8 million to enable Holdings to redeem certain
additional amounts of its outstanding preferred equity interests;




          (iv) Fourth, to (x) pay an additional dividend to Holdings of up to
approximately $26.2 million (plus up to $0.9 million to the extent the
aggregate principal amount of Tranche A Term Loans outstanding upon the
consummation of the IDS offering is $14.6 million) to enable Holdings to
redeem certain additional of its outstanding preferred equity interests
and (y) make an optional repayment of Tranche B Term Loans of up to
approximately $6.3 million; provided that proceeds used pursuant to this
clause (iv) shall be applied across subclauses (x) and (y) in a ratio not
exceeding 4.0:1.0; provided further that the actual amount of Trance B
Term Loan prepayment may be adjusted pursuant to the applicable minimum
repayment and integral repayment amount provisions of Section 4 of the
Credit Agreement; and




          (v) Fifth, redeem up to an additional approximately $27.7 million in
aggregate principal amount of Senior Notes and to pay an additional
approximately $2.5 million premium in connection with such redemption and
to pay up to approximately $1.3 million in accrued and unpaid interest on
such Senior Notes to be redeemed; provided that the aggregate principal
amount of all Senior Notes redeemed under clauses (b)(i), (ii) and (v) of
this Section shall not exceed $157.5 million.



     Notwithstanding anything to the contrary, Section 25(b) does not require a
specific temporal sequence of the application of proceeds. Notwithstanding
anything to the contrary, to the extent the underwriters for the IDS offering
exercise their overallotment option, Holdings shall be entitled retain the net
proceeds obtained therefrom and use such net proceeds to redeem a like amount
of its outstanding preferred equity interests and the sources of proceeds in
Section 25(a) and the uses of proceeds in Sections 25(b)(iii) and (iv)(x) shall
be deemed to include such net proceeds.



     SECTION 26. Waiver & Amendment Fees. (a) In consideration of the
agreements of the Supermajority Banks of each Tranche and/or the Required
Banks, as the case may be, contained in Sections 1 though 20 of this Waiver &
Amendment, the Borrower agrees to pay to the Administrative Agent, for the
account of each Bank that delivers an executed counterpart of this Waiver &
Amendment prior to 6:30pm, New York City time, on November 15, 2004, a waiver
and amendment fee ( the “Waiver & Amendment Fee”) equal to 12.5 basis points on
the aggregate amount of the Commitments and outstanding Term Loans of such Bank
immediately before giving effect to the Optional Prepayment.



18









 





          (b) In consideration of the agreements of the Required Banks contained in
Sections 21 and 22 of this Waiver & Amendment, the Borrower agrees to pay to
the Administrative Agent, for the account of each Bank that delivers an
executed counterpart of this Waiver & Amendment prior to 6:30pm, New York City
time, on November 15, 2004, an amendment fee (the “Initial Amendment Fee”)
equal to 12.5 basis points on the aggregate amount of the Commitments and
outstanding Term Loans of such Bank immediately before the Initial Amendment
Effective Date.



The Waiver & Amendment Fee and the Initial Amendment Fee are separate fees. The
Initial Amendment Fee is not conditioned on the consummation of the IDS
Financing and will not be credited towards any Waiver & Amendment Fee. Once
paid, all fees are non-refundable.




     SECTION 27. Credit Agreement. Except as specifically provided hereby, the
Credit 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 Credit Agreement in any Credit Document shall mean the
Credit Agreement as modified hereby. This Waiver & Amendment shall be a Credit
Document for all purposes.



     SECTION 28. Applicable Law. This Waiver & Amendment shall be governed by,
and be construed in accordance with, the laws of the State of New York.



     SECTION 29. Counterparts. This Waiver & 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 Waiver & Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.



     SECTION 30. Expenses. The Borrower agrees to reimburse the Administrative
Agent for its out-of-pocket expenses incurred by it in connection with this
Waiver & Amendment, including the fees, charges and disbursements of Cahill
Gordon & Reindel LLP, counsel for the Administrative Agent.



     SECTION 31. Headings. The Section headings used herein are for convenience
of reference only, are not part of this Waiver & Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Waiver & Amendment.




19










 





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


	 	 	 	 	 
	 	COINMACH LAUNDRY CORPORATION

 	 
	 	By:  	/s/ Robert M. Doyle
 	 
	 	 	Name:  	Robert M. Doyle 	 
	 	 	Title:  	Chief Financial Officer 	 
	 





 









 





	 	 	 	 	 
	 	COINMACH CORPORATION

 	 
	 	By:  	/s/ Robert M. Doyle
 	 
	 	 	Name:  	Robert M. Doyle 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 









 





	 	 	 	 	 
	 	SUPER LAUNDRY EQUIPMENT CORP.

 	 
	 	By:  	/s/ Robert M. Doyle
 	 
	 	 	Name:  	Robert M. Doyle 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 









 






	 	 	 	 	 
	 	GRAND WASH & DRY LAUNDERETTE, 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:  	Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	AMERICAN LAUNDRY FRANCHISING CORP.

 	 
	 	By:  	/s/ Charles A. Prato
 	 
	 	 	Name:  	Charles A. Prato 	 
	 	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 

As Administrative Agent

 	 
	 	By:  	/s/ Carin M. Keegan
 	 
	 	 	Name:  	Carin M. Keegan 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	ALLSTATE LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Title:  Authorized Signatory 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                         /s/ [Illegible]
 	 
	 	 	Title:  Authorized Signatory 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	Ares V CLO Ltd.

 	 
	 	By:  	Ares CLO Management V, L.P.,
 	 
	 	 	Investment Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                           Ares CLO GP V, LLC,
 	 
	 	 	Its Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Ares IV CLO Ltd.

 	 
	 	By:  	Ares CLO Management IV, L.P.,
 	 
	 	 	Investment Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                           Ares CLO GP IV, LLC,
 	 
	 	 	Its Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Gallatin Funding I Ltd.

 	 
	 	By:  	Bear Stearns Asset Management Inc.
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ [Illegible]
 	 

	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Grayston CLO 2001-01 Ltd.

 	 
	 	By:  	Bear Stearns Asset Management Inc.
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ [Illegible]
 	 

	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	BLACKROCK GLOBAL FLOATING RATE

INCOME TRUST

 	 
	 	By:  	/s/ [Illegible]
 	 

	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	 	 
	 	By:  	                                           Callidus Debt Partners CLO Fund II, Ltd.
 	 
	 	 	 	 
	 	 	By: Its Collateral Manager

Callidus Capital Management, LLC 	 
	 
	 	 	 
	 	By:  	     /s/ Gary H. Neems
 	 
	 	 	Name:  	Gary H. Neems 	 
	 	 	Title:  	Senior Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	JUPITER LOAN FUNDING LLC

 	 
	 	By:  	/s/Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	WINGED FOOT FUNDING TRUST

 	 
	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Authorized Agent 	 
	 




 









 





	 	 	 	 	 
	 	LYON CAPITAL MANAGEMENT LLC

 	 
	 	By:  	LCM I Limited Partnership
 	 
	 	By:  	Lyon Capital Management LLC as Collateral Manager
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Alexander B. Kenna
 	 
	 	 	Name:  	Alexander B. Kenna 	 
	 	 	Title:  	Portfolio Manager 	 
	 




 









 





	 	 	 	 	 
	 	BRYN MAWR CLO, Ltd.

 	 
	 	By:  	Deerfield Capital Management LLC
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Scott Morrison
 	 
	 	 	Name:  	Scott Morrison 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	FOREST CREEK CLO, Ltd.

 	 
	 	By:  	Deerfield Capital Management LLC
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Scott Morrison
 	 
	 	 	Name:  	Scott Morrison 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	LONG GROVE CLO, LIMITED

 	 
	 	By:  	Deerfield Capital Management LLC
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Scott Morrison
 	 
	 	 	Name:  	Scott Morrison 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	ROSEMONT CLO, Ltd.

 	 
	 	By:  	Deerfield Capital Management LLC
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Scott Morrison
 	 
	 	 	Name:  	Scott Morrison 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	MUIRFIELD TRADING LLC

 	 
	 	By:  	/s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	SEQUILS-Cumberland I, Ltd.

 	 
	 	By:  	Deerfield Capital Management LLC
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Scott Morrison
 	 
	 	 	Name:  	Scott Morrison 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	BIG SKY SENIOR LOAN FUND, LTD.

 	 
	 	By:  	EATON VANCE MANAGEMENT
 	 
	 	 	AS INVESTMENT ADVISOR 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	EATON VANCE SENIOR 

FLOATING-RATE TRUST

 	 
	 	By:  	EATON VANCE MANAGEMENT
 	 
	 	 	AS INVESTMENT ADVISOR 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	TOLLI & CO.

 	 
	 	By:  	EATON VANCE MANAGEMENT AS
 	 
	 	 	INVESTMENT ADVISOR 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	EATON VANCE CDO III, LTD.

 	 
	 	By:  	EATON VANCE MANAGEMENT
 	 
	 	 	AS INVESTMENT ADVISOR 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	COSTANTINUS EATON VANCE CDO V, LTD.

 	 
	 	By:  	EATON VANCE MANAGEMENT
 	 
	 	 	AS INVESTMENT ADVISOR 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	EATON VANCE CDO VI LTD.

 	 
	 	By:  	EATON VANCE MANAGEMENT
 	 
	 	 	AS INVESTMENT ADVISOR 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	GRAYSON & CO.

 	 
	 	By:  	BOSTON MANAGEMENT AND RESEARCH
 	 
	 	 	AS INVESTMENT ADVISOR 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

 	 
	 	By:  	EATON VANCE MANAGEMENT
 	 
	 	 	AS INVESTMENT ADVISOR 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	EATON VANCE 

LIMITED DURATION INCOME FUND

 	 
	 	By:  	EATON VANCE MANAGEMENT
 	 
	 	 	AS INVESTMENT ADVISOR 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 










 





	 	 	 
	

	 	OXFORD STRATEGIC INCOME FUND
	 
	 	 
	

	 	By: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR







	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 








	 	 	 
	

	 	EATON VANCE SENIOR INCOME TRUST
	 
	 	 
	

	 	By: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR







	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 
	

	 	EATON VANCE VT FLOATING-RATE INCOME FUND
	 
	 	 
	

	 	By: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR







	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 
	

	 	SENIOR DEBT PORTFOLIO
	 
	 	 
	

	 	By: Boston Management and Research
as Investment Advisor







	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 
	

	 	BALLYROCK CLO II Limited
	 
	 	 
	

	 	By: BALLYROCK Investment Advisors LLC, as Collateral Manager







	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Lisa Rymut
 	 
	 	 	Name:  	Lisa Rymut 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Fidelity Advisor Series II: Fidelity

Advisor Floating Rate High Income

Fund

 	 
	 	By:  	/s/ John H. Costello
 	 
	 	 	Name:  	John H. Costello 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 
	

	 	First SunAmerica Life Insurance

Company
	 
	 	 
	

	 	By: AIG Global Investment Corp.

       Investment Advisor







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ W. Jeffrey Baxter
 	 
	 	 	Name:  	W. Jeffrey Baxter 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 
	

	 	Galaxy CLO 1999-1, Ltd.
	 
	 	 
	

	 	By: AIG Global Investment Corp. As Collateral Manager







	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ W. Jeffrey Baxter
 	 
	 	 	Name:  	W. Jeffrey Baxter 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	General Electric Capital Corporation

 	 
	 	By:  	/s/ Robert M. Kadlick
 	 
	 	 	Name:  	Robert M. Kadlick 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 




 









 





	 	 	 
	

	 	Dryden III – Leveraged Loan CDO 2002
	 
	 	 
	

	 	By: Prudential Investment Management
Inc., as Collateral Manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 
	

	 	The Prudential Insurance Company of
America
	 
	 	 
	

	 	By: Prudential Investment Management
Inc., as Investment Advisor







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	State Street Bank & trust Company as

Trustee for GMAM Group Pension Trust I

 	 
	 	By:  	/s/ Russell Ricciardi
 	 
	 	 	Name:  	Russell Ricciardi 	 
	 	 	Title:  	CSO 	 
	 




 









 





	 	 	 
	

	 	GULF STREAM-COMPASS CLO 2002-1 LTD
	 
	 	 
	

	 	By: Gulf Stream Asset Management LLC

As Collateral Manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Barry K. Bove
 	 
	 	 	Name:  	Barry K. Bove 	 
	 	 	Title:  	Chief Credit Officer 	 
	 




 









 





	 	 	 
	

	 	PILGRIM CLO 1999-1 LTD.
	 
	 	 
	

	 	By: ING Investments, LLC, as its

Investment manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Theodore M. Haag
 	 
	 	 	Name:  	Theodore M. Haag 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 
	

	 	SEQUILS-PILGRIM I, LTD.
	 
	 	 
	

	 	By: ING Investments, LLC, as its

Investment manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Theodore M. Haag
 	 
	 	 	Name:  	 Theodore M. Haag	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 
	

	 	MML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
	 
	 	 
	

	 	By: ING Investments, LLC, as its

Investment manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Theodore M. Haag
 	 
	 	 	Name:  	Theodore M. Haag 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 
	

	 	ING PRIME RATE TRUST
	 
	 	 
	

	 	By: ING Investment Management, Co.,
as its Investment manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Theodore M. Haag
 	 
	 	 	Name:  	Theodore M. Haag 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 
	

	 	ING SENIOR INCOME FUND
	 
	 	 
	

	 	By: ING Investment Management, Co.,
as its Investment manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Theodore M. Haag
 	 
	 	 	Name:  	Theodore M. Haag 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 
	

	 	AIM FLOATING RATE FUND
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Sub-Adviser







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 
	

	 	AVALON CAPITAL LTD.
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Portfolio
Adviser







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 
	

	 	AVALON CAPITAL LTD. 2
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Portfolio
Adviser







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 
	

	 	INVESCO CBO 2000-1 LTD.
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Portfolio
Adviser







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 
	

	 	CHARTER VIEW PORTFOLIO
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Investment
Advisor







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 
	

	 	DIVERSIFIED CREDIT PORTFOLIO LTD.
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Investment
adviser







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 
	

	 	INVESCO EUROPEAN CDO I S.A.
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Collateral
Manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name: Thomas H. B. Ewald

Title: Authorized Signatory	 
	 




 









 





	 	 	 
	

	 	SAGAMORE CLO LTD.
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Collateral
Manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	 	 
	 	 	Name: Thomas H. B. Ewald

Title: Authorized Signatory	 
	 




 









 





	 	 	 
	

	 	SARATOGA CLO I, LIMITED
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Asset Manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  Thomas H. B. Ewald	 
	 	 	Title:  Authorized Signatory 	 
	 




 









 





	 	 	 
	

	 	SEQUILS-LIBERTY, LTD.
	 
	 	 
	

	 	By: INVESCO Senior Secured
Management, Inc. As Collateral
Manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	J.P. Morgan Chase Bank

 	 
	 	By:  	/s/ Michael J. Lister
 	 
	 	 	Name:  	Michael J. Lister 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 
	

	 	ELF Funding Trust III
	 
	 	 
	

	 	By: New York Life Insurance

Management LLC, as Attorney-in-Fact







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



	 	 	 
	

	 	Mainstay Floating Rate Fund, a
Series of Eclipse Funds Inc.
	 
	 	 
	

	 	By: New York Life Investment

Management LLC







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



	 	 	 
	

	 	New York Life Insurance and Annuity
Corporation
	 
	 	 
	

	 	By: New York Life Investment

Management LLC, its Investment

Manager







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 
	

	 	NYCIM Flatiron CLO 2003-1 Ltd.
	 
	 	 
	

	 	By: New York Life Investment
Management LLC, as Collateral
Manager and Attorney-in-Fact







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 




 










 





	 	 	 	 	 
	 	Aeries Finance-II Ltd.
 	 
	

	By:  	Patriarch Partners X, LLC, its Managing Agent	 
	 
	 	 	 	 
	
	By:	/s/ Lynn Tilton	 
	
	 	Name:  	Lynn Tilton	 
	

	 	Title:  	Manager	 







 









 






	 	 	 	 	 
	 	PPM SHADOW CREEK FUNDING LLC

 	 
	 	By:  	/s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PPM SPYGLASS FUNDING TRUST

 	 
	 	By:  	/s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Authorized Agent 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PUTNAM FLOATING RATE INCOME FUND

 	 
	 	By:  	                               /s/ Beth Mazor
 	 
	 	 	Title:  V.P. 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PUTNAM DIVERSIFIED INCOME TRUST

 	 
	 	By:  	                               /s/ Beth Mazor
 	 
	 	 	Title:  V.P. 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PUTNAM MASTER INTERMEDIATE INCOME TRUST

 	 
	 	By:  	                               /s/ Beth Mazor
 	 
	 	 	Title:  V.P. 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PUTNAM MASTER INCOME TRUST

 	 
	 	By:  	                               /s/ Beth Mazor
 	 
	 	 	Title:  V.P. 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PUTNAM PREMIER INCOME TRUST

 	 
	 	By:  	                               /s/ Beth Mazor
 	 
	 	 	Title:  V.P. 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PUTNAM VARIABLE TRUST-PVT DIVERSIFIED INCOME FUND

 	 
	 	By:  	/s/ Beth Mazor 	 
	 	 	Title:  V.P. 	 
	 	 	 	 



 









 






	 	 	 	 	 
	 	NORSE CBO, LTD
 	 
	
	By:  	Regiment Capital Management, LLC as its Investment Advisor	 
	 
	 	 	 	 
	

	By:  	Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority	 
	 
	 	 	 	 
	
	By:  	/s/ Timothy S. Peterson	 
	
	 	Title:  	President	 







 









 






	 	 	 	 	 
	 	KZH SOLEIL-2 LLC

 	 
	 	By:  	                               /s/ Dorian Herrera
 	 
	 	 	Title:  Authorized Agent 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL I-INGOTS, LTD., AS TERM LENDER

 	 
	 	By:  	                               /s/ Timothy Barns
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL II-INGOTS, LTD., AS TERM LENDER

 	 
	 	By:  	                               /s/ Timothy Barns
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL III CLO, LIMITED, AS TERM LENDER

 	 
	 	By:  	                               /s/ Timothy Barns
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR RACE POINT CLO, LIMITED, AS TERM LENDER

 	 
	 	By:  	                               /s/ Timothy Barns
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR RACE POINT II CLO, LIMITED, AS TERM LENDER

 	 
	 	By:  	                               /s/ Timothy Barns
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 
	 




 










 





	 	 	 	 	 
	 	HARBOUR TOWN FUNDING LLC

 	 
	 	By:  	/s/ Diana M. Himes
 	 
	 	 	Title:  Assistant Vice President 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	STANFIELD ARBITRAGE CDO, LTD.

 	 
	 	By:  	STANFIELD CAPITAL PARTNERS LLC
 	 
	 	 	AS ITS COLLATERAL MANAGER 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Christopher E. Jansen
 	 
	 	 	Title:  Managing Partner 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	STANFIELD CARRERA CLO, LTD. 



BY STANFIELD CAPITAL PARTNERS LLC 

AS ITS ASSET MANAGER

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Christopher E. Jansen
 	 
	 	 	Title:  Managing Partner 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	STANFIELD QUATTRO CLO, LTD.

 	 
	 	By:  	STANFIELD CAPITAL PARTNERS LLC
 	 
	 	 	AS ITS COLLATERAL MANAGER 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Christopher E. Jansen
 	 
	 	 	Title:  Managing Partner 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	HAMILTON CDO, LTD.

 	 
	 	By:  	STANFIELD CAPITAL PARTNERS LLC
 	 
	 	 	AS ITS COLLATERAL MANAGER 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Christopher E. Jansen
 	 
	 	 	Title:  Managing Partner 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	THE SUMITORNO TRUST & BANKING CO., LTD.

 	 
	 	By:  	/s/ Elizabeth A. Quirk
 	 
	 	 	Title:  Vice President 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	C-SQUARED CDO LTD.

 	 
	 	By:  	TCW ADVISORS, INC.,
 	 
	 	 	AS ITS PORTFOLIO MANAGER 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Richard F. Kurth
 	 
	 	 	Title:  Vice President 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	FIRST 2004-II CLO, LTD.

 	 
	 	By:  	TCW ADVISORS, INC.,
 	 
	 	 	ITS COLLATERAL MANAGER 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Richard F. Kurth
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Jonathan R. Insull
 	 
	 	 	Title:  Managing Director 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	FIRST 2004-I CLO, LTD. 



BY TCW ADVISORS, INC., 

ITS COLLATERAL MANAGER

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Richard F. Kurth
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Jonathan R. Insull
 	 
	 	 	Title:  Managing Director 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	LOAN FUNDING I LLC, 

A WHOLLY OWNED SUBSIDIARY OF 

CITIBANK, N.A.

 	 
	 	By:  	TCW ADVISORS, INC.,
 	 
	 	 	AS PORTFOLIO MANAGER OF  	 
	 	 	LOAN FUNDING I LLC 	 
	 
	 	 	 
	 	By:  	                                    /s/ Richard F. Kurth
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Jonathan R. Insull
 	 
	 	 	Title:  Managing Director 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	VELOCITY CLO, LTD.

 	 
	 	By:  	TCW ADVISORS, INC.,
 	 
	 	 	its Collateral Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Richard F. Kurth
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Jonathan R. Insull
 	 
	 	 	Title:  Managing Director 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	TORONTO DOMINION (NEW YORK), INC.

 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Title:  Authorized Agent 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	VAN KAMPEN SENIOR LOAN FUND

 	 
	 	By:  	VAN KAMPEN INVESTMENT ADVISORY CORP.
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Brad Langs
 	 
	 	 	Title:  Executive Director 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	VAN KAMPEN SENIOR INCOME TRUST

 	 
	 	By:  	VAN KAMPEN INVESTMENT ADVISORY CORP.
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Brad Langs
 	 
	 	 	Title:  Executive Director 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	WACHOVIA BANK, N.A.

 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Title:  Vice President