EXHIBIT 4.1



 





Exhibit 4.1


PROMISSORY NOTE




	 	 	 
	$79,539,998.81
	 	New York, New York
	 
	 	November 24, 2004







          FOR VALUE RECEIVED, the undersigned, COINMACH CORPORATION (the “Maker”), a
Delaware corporation, promises to pay to COINMACH SERVICE CORP., a Delaware
corporation (“Holdco”), on December 1, 2024 (the “Maturity Date”) the aggregate
unpaid principal amount of all Intercompany Advances (as defined below)
(whether or not shown on Schedule A attached hereto (and any continuation
thereof)) made by Holdco to the Maker under this promissory note (this
“Incompany Note”) (including, without limitation, the initial Intercompany
Advance made hereunder in the principal amount of $79,539,998.81).



     1. Principal Payment Date. Any unpaid principal of this Intercompany Note
shall be paid on the Maturity Date.



     2. Interest Payment Dates. The unpaid principal amount of this
Intercompany Note from time to time outstanding shall bear interest at a rate
of interest equal to 10.95% per annum, which interest shall be paid quarterly
in arrears on March 1, June 1, September 1 and December 1 of each year,
commencing on March 1, 2005 as well as on any date that any principal of this
Intercompany Note is due hereunder. Interest shall be computed on the basis of
a 360-day year comprised of twelve 30-day months.



     3. Prepayments.




     (a) Optional Prepayments. No optional prepayments of all or a part
of the principal amount of this Intercompany Note may be made by the
Maker except in accordance with the terms of this clause (a):




     (i) Make-Whole Prepayments. At any time prior to December 1,
2009, the Maker may, at its option, prepay all or part of the
principal amount of this Intercompany Note upon not less than 30
nor more than 60 days’ notice to the holder of this Intercompany
Note (the “Holder”), at a prepayment price equal to the sum of the
present value of the prepayment price of such principal amount to
be prepaid at the first optional prepayment date described in
Section 3(b) below and all required interest payments, excluding
accrued but unpaid interest, due on such principal amount through
such first optional prepayment date, discounted to the date of such
prepayment on a quarterly basis, assuming 360-day years consisting
of twelve 30-day months, at the Treasury Rate plus 50 basis points,
plus accrued and unpaid interest to the prepayment date, subject to
the right of the Holder to receive interest due on the relevant
interest payment date.




     (ii) Prepayment at Scheduled Prices. On or after December 1,
2009, the Maker may, at its option, prepay all or a part of the
principal amount of this Intercompany Note upon not less than 30
nor more than 60 days’ notice to the Holder, at the prepayment
prices, expressed as percentages of such principal amount to be
prepaid set forth below, plus accrued and unpaid interest on such
principal amount to be prepaid, to the applicable prepayment date,
if prepaid during the twelve-month period beginning on December 1
of the years indicated below:



 









 





	 	 	 	 	 
	 	 	Prepayment
	Year
	 	Price

	2009
	 	 	105.475	%
	2010
	 	 	103.650	%
	2011
	 	 	101.825	%
	2012 and thereafter
	 	 	100.000	%








     (b) Change of Control Prepayment. Within 30 days following the date
upon which a Change of Control (as defined in the Indenture (as defined
below)) shall have occurred, the Maker shall notify the Holder of such
Change of Control, and at the request of the Holder, the Maker shall
prepay all or such part of the principal amount of this Intercompany Note
as demanded by the Holder no earlier than 30 nor later than 60 days’
following the giving of such notice, at a prepayment price of 101% of
such principal amount to be prepaid plus accrued and unpaid interest on
such principal amount to be prepaid.




     (c) Tax Prepayment. Upon demand by the Holder, the Maker shall
prepay all outstanding Intercompany Advances on the date specified in
such demand at a prepayment price equal to 100% of the aggregate
outstanding principal amount of the Intercompany Advances plus accrued
and unpaid interest to the prepayment date; provided, however, that
Holder may only make such demand if, for U.S. federal income tax
purposes, Holdco is not, or would not be, permitted to deduct the
interest payable on the Notes (as defined in the Indenture) from its
income.



     4. Payments Generally. All payments of principal of, and interest and
premium, if any, on, this Intercompany Note shall be payable in lawful currency
of the United States of America no later than 11:00 a.m. on the dates specified
herein to the account designated by the Holder; provided that if any such
payment is due on a Saturday, a Sunday or a day on which banking institutions
in New York, New York are not required to be open (each, a “Legal Holiday”),
then such payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue thereon for the intervening period.



     5. Intercompany Advances. From time to time, the Maker may request from
Holdco, and Holdco in its sole discretion may (but shall not be obligated to)
make to the Maker, advances (“Intercompany Advances”); provided that no
Intercompany Advance may be made hereunder unless each Subsidiary of the Maker
that is a party to the Incorporated Agreement as a guarantor shall have duly
authorized, executed and delivered the Guaranty to the Maker. Such
Intercompany Advances, if made, shall constitute principal evidenced by this
Intercompany Note and shall be subject to the terms hereof. The date and
amount of each Intercompany Advance made by Holdco to the Maker shall be
recorded by Holdco (or the Pledgee (as defined below)) on Schedule A attached
hereto or any continuation thereof; provided that the failure of Holdco (or the
Pledgee) to make any such recordation or endorsement shall not affect the
obligations of the Maker to make a payment when due of any amount owing
hereunder in respect of the Intercompany Advances made by Holdco.



     6. Enforceability. This Intercompany Note has been duly authorized,
executed and delivered by the Maker and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
to the extent the enforceability hereof may be limited by (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors generally and (ii) the effect of general principles of equity,
whether enforcement is considered in a proceeding in equity or at law.



 









 





     7. Covenants. The Maker agrees that, from and after the date hereof and
so long as any amounts remain outstanding and unpaid under this Intercompany
Note, and for the benefit of Holdco and the Pledgee:




     (a) the Maker shall, and (where and to the extent contemplated by
the terms of the Incorporated Agreement) shall cause each of its
Subsidiaries to, comply with the affirmative covenants set forth in the
following sections of the Incorporated Agreement:




     (i) 4.03 (“Corporate Existence”); provided that the reference
in such section to “Article Five” shall be deemed to refer to
clause (b)(x) below;




     (ii) 4.04 (“Payment of Taxes and Other Claims”);




     (iii) 4.05 (“Maintenance of Properties and Insurance”);
provided that the references in such section to “Section 4.05”
shall be deemed to refer to this clause (iii);




     (iv) 4.06(a) and (c)(i) (“Compliance Certificate; Notice of
Default”); provided that the reference in such section to “Section
11.02” shall be deemed to refer to Section 10 hereof;




     (v) 4.07 (“Compliance with Laws”); and




     (vi) 4.14 (“Additional Subsidiary Guarantees”); provided that
(A) the reference in such section to the “Trustee” shall be deemed
to refer to Holdco and the Pledgee and (B) clause (1) of such
section shall be deemed to have been amended and restated in its
entirety to read as follows: “(1) execute and deliver to Holdco and
the Pledgee a supplement to the Guaranty, substantially in the
form of Exhibit A to the Guaranty, pursuant to which such
Restricted Subsidiary shall unconditionally guarantee all of the
Maker’s obligations under this Intercompany Note; and”; and




     (b) the Maker shall not, nor shall it permit (where and to the
extent contemplated by the terms of the Incorporated Agreement) any of
its Subsidiaries to, violate any of the negative covenants set forth in
the following sections of the Incorporated Agreement:




     (i) 4.09 (“Waiver of Stay, Extension or Usury Laws”);




     (ii) 4.10 (“Limitation on Restricted Payments”); provided that
the references in such section to “Section 4.12” shall be deemed to
refer to clause (iv) below;




     (iii) 4.11 (“Limitation on Transactions with Affiliates”);
provided that the reference in such section to “Section 4.10” shall
be deemed to refer to clause (ii) above;




     (iv) 4.12 (“Limitation on Incurrence of Additional
Indebtedness”); provided that notwithstanding anything to the
contrary in Section 4.12 of the Incorporated Agreement, the
incurrence by the Maker of any Indebtedness evidenced hereby or by
any Guarantor of any Indebtedness under the Guaranty in respect of
the Indebtedness evidenced hereby shall not be deemed to result in
a default by the Maker of its obligations under this clause (iv);



 









 






     (v) 4.13 (“Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries”);




     (vi) 4.16 (“Limitation on Asset Sales”); provided that the
references in such section to “Section 4.16” and “Section 5.01”
shall be deemed to refer to this clause (vi) and clause (x) below,
respectively;




     (vii) 4.17 (“Limitation on Preferred Stock of Non-Guarantor
Subsidiaries”);




     (viii) 4.18 (“Limitation on Liens”); provided that the
references in such section to “Section 4.12” and “Section 4.18”
shall be deemed to refer, respectively, to clause (iv) above and
this clause (viii), respectively;




     (ix) 4.19 (“Conduct of Business”); and




     (x) 5.01 (“Merger, Consolidation and Sale of Assets”);
provided that (i) the references in such section to “Section 4.12”
and “Section 5.01” shall be deemed to refer to clause (iv) above
and this clause, respectively, and (ii) upon any consolidation,
combination or merger or any transfer of all or substantially all
of the assets of the Maker in accordance with such Section 5.01 of
the Incorporated Agreement (as incorporated by reference herein) in
which the Maker is not the continuing corporation, the successor
Person formed by such consolidation or into which the Maker is
merged or to which such conveyance, lease or transfer is made shall
succeed to, and be substituted for, and may exercise every right
and power of, the Maker under this Intercompany Note with the same
effect as if such surviving entity had been named as such, and the
Maker shall be released from the obligations under this
Intercompany Note except in the case of a lease of the Maker’s
assets and except with respect to any obligations under this
Intercompany Note that arise from, or relate to, such transaction.



     8. Events of Default.



     (a) Events of Default. An “Event of Default” shall occur if:




     (i) the Maker fails to pay interest on this Intercompany Note when
the same becomes due and payable and the default continues for a period
of 30 consecutive days;




     (ii) the Maker fails to pay the principal of, or premium, if any,
on, this Intercompany Note, when such principal or premium, if any,
becomes due and payable (whether at maturity, upon redemption or
otherwise);




     (iii) the Maker defaults in the observance or performance of any of
the covenants described in clauses (b)(vi) and (ix) of Section 7 and the
default continues for a period of 60 days after the Maker receives
written notice specifying the default (and demanding that such default be
remedied) from the Holder;




     (iv) a default in the observance or performance of any other
covenant or agreement contained in this Intercompany Note and the default
continues for a period of 30 days after the Maker receives written notice
specifying the default (and demanding that such default be remedied) from
the Holder (except in the case of a default with respect to clause (b)(x)
of Section



 









 






7, which will constitute an Event of Default with such notice
requirement but without such passage of time requirement);




     (v) the failure to pay at final maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal amount
of any Indebtedness of the Maker or any Restricted Subsidiary of the
Maker, or the acceleration of the final maturity of any such Indebtedness
(which acceleration is not rescinded, annulled or otherwise cured within
20 days of receipt by the Maker or such Restricted Subsidiary of notice
of any such acceleration) if the aggregate principal amount of such
Indebtedness, together with the principal amount of any other such
Indebtedness in default for failure to pay principal at final maturity or
which has been accelerated (in each case with respect to which the 20-day
period described above has elapsed), aggregates $10,000,000 or more at
any time;




     (vi) one or more judgments in an aggregate amount in excess of
$10,000,000 (which are not covered by insurance as to which the insurer
has not disclaimed coverage) shall have been rendered against the Maker
or any of its Restricted Subsidiaries and such judgments remain
undischarged, unpaid or unstayed for a period of 60 days after such
judgment or judgments become final and non-appealable;




     (vii) the Maker or any Significant Subsidiary (A) commences a
voluntary case or proceeding under any Bankruptcy Law with respect to
itself, (B) consents to the entry of a judgment, decree or order for
relief against it in an involuntary case or proceeding under any
Bankruptcy Law, (C) consents to the appointment of a Custodian of it or
for substantially all of its property, (D) consents to or acquiesces in
the institution of a bankruptcy or an insolvency proceeding against it,
(E) makes a general assignment for the benefit of its creditors, or (F)
takes any corporate action to authorize or effect any of the foregoing;




     (viii) a court of competent jurisdiction enters a judgment, decree
or order for relief in respect of the Maker or any Significant Subsidiary
in an involuntary case or proceeding under any Bankruptcy Law, which
shall (A) approve as properly filed a petition seeking reorganization,
arrangement, adjustment or composition in respect of the Maker or any
Significant Subsidiary, (B) appoint a Custodian of the Maker or any
Significant Subsidiary or for substantially all of its property or (C)
order the winding-up or liquidation of its affairs; and such judgment,
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or




     (ix) the Guaranty of a Significant Subsidiary ceases to be in full
force and effect or the Guaranty of a Significant Subsidiary is declared
to be null and void and unenforceable or the Guaranty of a Significant
Subsidiary is found to be invalid or any Guarantor that is a Significant
Subsidiary denies its liability under the Guaranty (other than by reason
of release of a Guarantor in accordance with the terms of this
Intercompany Note);



provided, however, that if an Event of Default shall be deemed to have occurred
under clause (iii), (iv), (v), (vi) or (ix) and the correlative “Event of
Default” as defined in the Incorporated Agreement shall have been waived in
accordance with the terms of the Incorporated Agreement, then such Event of
Default shall be deemed not to have occurred at all and any acceleration
effected under Section 8(b) below solely as a result of such Event of Default
shall be deemed to have been rescinded automatically without further action or
notice on the part of the Holder.





 









 








     (b) Acceleration.




     (i) If an Event of Default (other than an Event of Default specified
in Section 8(a)(vii) or (viii) with respect to the Maker or any of its
Significant Subsidiaries) occurs and is continuing and has not been
waived by the Holder (provided that no such waiver shall be effective
unless consented to by the Pledgee), then the Holder may declare the
principal of and premium, if any, and accrued and unpaid interest on this
Intercompany Note to be due and payable by notice in writing to the Maker
specifying the respective Event of Default and that it is a “notice of
acceleration” (the “Acceleration Notice”), and the same shall become
immediately due and payable.




     (ii) If an Event of Default specified in Section 8(a)(vii) or (viii)
with respect to the Maker or any of its Significant Subsidiaries occurs
and is continuing, then all unpaid principal of, and premium, if any, and
accrued and unpaid interest on this Intercompany Note shall ipso facto
become and be immediately due and payable without any declaration or
other act on the part of the Holder.



     (c) Other Remedies. If an Event of Default occurs and is continuing, the
Holder may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of, principal on or interest on this
Intercompany Note or to enforce the performance of any provision of this
Intercompany Note. A delay or omission by the Holder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative
to the extent permitted by law.



     9. Amendments. No amendment, modification or waiver of, or consent with
respect to, any provision of this Intercompany Note shall in any event be
effective unless (a) the same shall be in writing and signed and delivered by
the Maker and Holdco, and (b) consented to in writing by the Pledgee; provided,
however, that the consent of the Pledgee shall not be required:




     (a) to cure any ambiguity, omission, defect or inconsistency
(including any ambiguity, omission, defect or inconsistency arising as a
result of the operation of the proviso to the definition of the term
“Incorporated Agreement”);




     (b) to provide for the assumption of the obligations of the Maker
under this Intercompany Note in the case of a merger or consolidation of
the Maker or sale of all or substantially all of the Maker’s assets in
accordance with the terms of Section 7(b)(x);




     (c) to make any change that would provide any additional rights or
benefits to the Holder or, indirectly, to the holders of the Notes (as
defined in the Indenture), or that does not adversely affect the legal
rights of the Holder hereunder; and




     (d) to conform the text of the terms of this Intercompany Note to
any provision of the prospectus dated November 19, 2004 that relates to
the Initial Notes (as defined in and issued under the Indenture) to the
extent that such provision in such prospectus was intended to be a
verbatim recitation of a provision of this Intercompany Note.



When a Default or Event of Default is so waived, it is cured and ceases.





 









 








     10. Notices. Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telecopier or registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:


if to the Maker:


Coinmach Corporation

303 Sunnyside Boulevard, Suite 70

Plainview, New York 11803

Attn: Chief Executive Officer

Facsimile Number: (516) 349-9125


if to Holdco:


Coinmach Service Corp.

303 Sunnyside Boulevard, Suite 70

Plainview, New York 11803

Attn: Chief Executive Officer

Facsimile Number: (516) 349-9125


if to Pledgee:


The Bank of New York, as Collateral Agent

101 Barclay Street, Fl. 8W

New York, New York 10286

Attn: Corporate Trust Administration

Facsimile Number: 212-815-5707



Each of the foregoing Persons by written notice to each other such Person may
designate additional or different addresses for notices to such Person. Any
notice or communication shall be deemed to have been given or made as of the
date so delivered if personally delivered; when answered back, if telexed; when
receipt is acknowledged, if faxed; and five (5) calendar days after mailing if
sent by registered or certified mail, postage prepaid (except that a notice of
change of address shall not be deemed to have been given until actually
received by the addressee).




     11. Successors and Assigns. This Intercompany Note shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.



     12. Intercompany Note. This Intercompany Note is the intercompany note
referred to in that certain Indenture dated as of November 24, 2004 (as the
same may be amended, supplemented, amended and restated or otherwise modified
from time to time, the “Indenture”), among Holdco, as issuer, Coinmach Laundry
Corporation, a Delaware corporation, as guarantor, and The Bank of New York, as
trustee and collateral agent (in such capacity, the “Pledgee”) and has been
pledged by Holdco to Pledgee under the Security Agreement (as defined in the
Indenture). Upon the occurrence and during the continuance of any Event of
Default under and as defined in the Indenture, and following the giving of
notice thereof by the Pledgee to the Maker and Holdco, (i) the Pledgee shall
have all rights of the Holder of and under this Intercompany Note and (ii) the
Maker shall make every payment due under this Intercompany Note, in same day
funds, to such account as the Pledgee shall direct in such notice (it being
understood and agreed that Holdco shall be the Holder of this Intercompany Note
prior to the giving of any such notice).



 









 





     13. Waiver; Expense Reimbursement. The Maker hereby waives grace, demand,
presentment for payment, protest, notice of any kind (including, but not
limited to, notice of dishonor, notice of protest, notice or intention to
accelerate or notice of acceleration) and diligence in collecting and bringing
suit against any party hereto. In addition to, but not in limitation of, the
foregoing, the Maker further agrees to pay all expenses, including reasonable
attorneys’ fees and legal expenses, incurred by the Holder endeavoring to
collect any amounts payable hereunder which are not paid when due, whether by
acceleration or otherwise.



     14. Definitions.



     (a) Definitions. The following terms, as used herein (including as used
in any provision of the Incorporated Agreement that has been incorporated by
reference herein), have the following meanings:



     “Comparable Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of this Intercompany
Note that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of such notes.



     “Comparable Treasury Price” means, with respect to any prepayment date,
(i) the average of the Reference Treasury Dealer Quotations for such prepayment
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Pledgee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.



     “Default” means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.



     “Guarantor” means each Subsidiary of the Maker that is a party to the
Guaranty.



     “Guaranty” means the Guaranty, dated as of November 24, 2004, made by the
Subsidiaries of the Maker party thereto of the obligations of the Maker of its
obligations under this Intercompany Note.



     “Incorporated Agreement” means the Indenture, dated as of January 25,
2002, between the Maker, as issuer, each Subsidiary of the Maker party thereto
from time to time as a guarantor, and U.S. Bank, N.A., as trustee, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time; provided that upon the redemption or refinancing in full of all
of the outstanding principal amount of the notes issued under the Incorporated
Agreement with the proceeds of extensions of credit under another agreement,
the reference herein to the “Incorporated Agreement” shall refer to such
refinancing agreement and the terms of this Intercompany Note that relate to
definitions and sections contained in the refinanced Incorporated Agreement
shall be interpreted to refer to the correlative definitions and sections of
such refinancing agreement in a manner consistent with the terms hereof (it
being understood and agreed that (a) if any covenant of the refinanced
Incorporated Agreement that is incorporated by reference herein does not have a
correlative covenant in such refinancing agreement, such covenant shall no
longer be binding on the Maker or any of its Subsidiaries thereafter and (b) if
such refinancing agreement contains a covenant that does not have a correlative
covenant that is incorporated by reference herein, such covenant of such
refinancing agreement will not be binding on the Maker or any of its
Subsidiaries). Each reference herein to the Incorporated Agreement shall by
such reference incorporate the provisions of the Incorporated Agreement to
which such reference is made as though fully set forth herein, together with
related definitions and ancillary provisions, except as the context may
otherwise require:



 









 






     (i) references therein to “this Indenture”, the “Notes” and a “Note”
shall, in each instance, be deemed to refer to and include this
Intercompany Note;




     (ii) references therein to the “Trustee”, the “Holders” and a
“Holder” shall, in each instance, be deemed to refer to the Holder;




     (iii) references therein to a “Default” and an “Event of Default”
shall be deemed to refer to a Default and an Event of Default,
respectively;




     (iv) references therein to a “Guarantor”, the “Guarantors”, a
“Guarantee” and the “Guarantees” shall be deemed to refer to a Guarantor,
the Guarantors, the Guaranty and the Guaranty, respectively; and




     (v) references therein to the “Company” shall be deemed to refer to
the Maker.



     “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Pledgee after consultation with the Maker.



     “Reference Treasury Dealer” means one of five independent investment
banking firms of national reputation, or their respective affiliates, selected
by the Maker, which are primary U.S. Government securities dealers in The City
of New York (a “Primary Treasury Dealer”).



     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any prepayment date, the average, as determined
by the Pledgee, of the bid and ask prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 3:30 p.m., New York
time, on the third business day preceding such prepayment date.



     “Treasury Rate” means, with respect to any prepayment date, the rate per
annum equal to the quarterly equivalent yield to maturity or interpolated, on a
day count basis, of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue, expressed as a percentage of its principal amount,
equal to the Comparable Treasury Price for such prepayment date.



     (b) Incorporated Definitions. Unless the context otherwise requires,
capitalized terms defined in the Incorporated Agreement and not otherwise
defined herein shall have the meanings assigned thereto in the Incorporated
Agreement.



     15. Governing Law. THIS INTERCOMPANY NOTE HAS BEEN DELIVERED IN NEW YORK,
NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.



     16. Captions. Captions used in this Intercompany Note are provided for
convenience of reference only and shall not affect the meaning or
interpretation of any provision of this Intercompany Note.



     17. Treatment as Indebtedness. The Maker and Holdco agree to treat all
Intercompany Advances as, and this Intercompany Note as evidence of,
Indebtedness of the Maker for all purposes, including for U.S. federal, state,
local and non-U.S. tax purposes.



 









 





     IN WITNESS WHEREOF, the Maker has caused this Intercompany Note to be duly
executed and delivered by its duly authorized officer.



	 	 	 	 	 	 	 
	 	 	COINMACH CORPORATION
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert M. Doyle
	 	 	 	 	

	

	 	 	 	Name:
	 	Robert M. Doyle
	

	 	 	 	Title:
	 	Chief Financial Officer, Senior Vice President,
Secretary and Treasurer







Accepted and Agreed:

COINMACH SERVICE CORP.



	 	 	 	 	 
	By:	 	/s/ Robert M. Doyle
	 	 	

	

	 	Name:
	 	Robert M. Doyle
	

	 	Title:
	 	Chief Financial Officer, Senior Vice President,
	

	 	 	 	Secretary and Treasurer







PAY TO THE ORDER OF THE BANK OF NEW YORK,
  AS
COLLATERAL AGENT



COINMACH SERVICE CORP.



	 	 	 	 	 
	By:	 	/s/ Robert M. Doyle
	 	 	

	

	 	Name:
	 	Robert M. Doyle
	

	 	Title:
	 	Chief Financial Officer, Senior Vice President,
	

	 	 	 	Secretary and Treasurer







 









 






Schedule A




PAYMENT GRID




	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	Amount of
	 	Amount of
	 	Outstanding	 	 
	
	 	Principal
	 	Principal
	 	Intercompany
	 	Principal
	 	Notation Made
	Date
	 	Amount
	 	Payment
	 	Advance
	 	Balance
	 	By