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EXHIBIT 4.3 PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this
Agreement), dated as of November 24, 2004, made by COINMACH SERVICE CORP. (the
Company), a Delaware corporation, and COINMACH LAUNDRY CORPORATION (Laundry
Corp. and, together with the Company, the Pledgors), a Delaware corporation, in
favor of THE BANK OF NEW YORK (BNY), a New York banking corporation, as Collateral Agent
(in such capacity and together with any successors in such capacity, the Collateral
Agent), for the benefit of the Secured Creditors (as defined below). Except as otherwise
defined herein, all capitalized terms used herein and defined in the security agreement, dated as
of the date hereof (as amended, modified or supplemented from time to time, the Security
Agreement), between the Pledgors and the Collateral Agent shall be used herein as so defined. R E C I T A L S : 1. The Company intends to issue on the date hereof $132,566,664.68 aggregate principal amount
of its 11% Senior Secured Notes due 2024 pursuant to the Indenture (as defined) (together with any
additional 11% Senior Secured Notes due 2024 issued from time to time in accordance with the
Indenture, the Senior Secured Notes). Indenture means the indenture, dated as
of the date hereof, as amended, modified or supplemented from time to time, between the Company,
the subsidiary guarantors party thereto from time to time and BNY as trustee (the
Trustee) and as Collateral Agent. 2. The obligations of the Company under the Indenture and the Senior Secured Notes will be
guaranteed by Laundry Corp. in accordance with the Indenture. 3. Laundry Corp. will receive substantial benefits from the proceeds of the Senior Secured
Notes and has agreed to grant to the Collateral Agent Liens on and security interests in the
Collateral owned by it to secure its Obligations (as defined below). 4. Laundry Corp. has previously granted a Lien and pledged all of its right, title and
interest in and relating to the Capital Stock of Coinmach Corporation (Coinmach Corp.), a
Delaware corporation, and Proceeds thereof (collectively, the Shared Collateral) in favor
of Deutsche Bank Trust Company Americas (DB Trust), as collateral agent (the Credit
Agreement Collateral Agent) under the Credit Agreement (as amended, modified or supplemented
from time to time, the Credit Agreement) dated as of January 25, 2002, among Laundry
Corp., Coinmach Corp., the lenders party thereto from time to time in their capacities as lenders
thereunder, DB Trust, as administrative agent and the Credit Agreement Collateral Agent. 5. It is a condition precedent to the purchase of the Senior Secured Notes that the Pledgors
shall have executed and delivered this Agreement to the Collateral Agent for the benefit of the
Collateral Agent, the Trustee and the Holders from time to time of the Senior Secured Notes
(collectively, the Secured Creditors). 6. It is a condition precedent to the effectiveness of certain amendments to the Credit
Agreement and to the Holdings Pledge Agreement (as defined therein) necessary to




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permit the grant by Laundry Corp. hereunder of the Liens in favor of the Collateral Agent on
the Shared Collateral that Laundry Corp. shall have executed and delivered a certain intercreditor
agreement (the Intercreditor Agreement) dated as of the date hereof (as the same may be
amended, supplemented or otherwise modified from time to time) among Laundry Corp., the Collateral
Agent and the Credit Agreement Collateral Agent. 7. The Pledgors desire to enter into this Agreement in order to satisfy the condition
described in the preceding paragraph and to secure the payment and performance of all the
Obligations. A G R E E M E N T : NOW, THEREFORE, in consideration of the above-described extensions of credit to be made to the
Pledgors and other benefits accruing to the Pledgors, the receipt and sufficiency of which are
hereby acknowledged, each Pledgor hereby makes the following representations and warranties to the
Collateral Agent for the benefit of the Secured Creditors and hereby covenants and agrees with the
Collateral Agent for the benefit of the Secured Creditors as follows: Section 1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for the benefit
of the Secured Creditors to secure the full and prompt payment and performance when due (whether at
the stated maturity, by acceleration or otherwise in accordance with the terms of the Indenture) of
the Obligations, whether outstanding on the date of this Agreement or extended from time to time
after the date of this Agreement. Section 2. DEFINITION OF STOCK, INTERESTS, NOTES, SECURITIES, ETC.; REPRESENTATIONS AND
WARRANTIES. As used herein, (i) the term Stock shall mean (x) with respect to corporations incorporated
under the laws of the United States or any State or territory thereof (each, a Domestic
Corporation), all of the issued and outstanding shares of capital stock of whatever
class at any time owned by each Pledgor of each Domestic Corporation and (y) with respect to
corporations that do not constitute Domestic Corporations (each, a Foreign
Corporation), all of the issued and outstanding shares of capital stock of whatever
class at any time owned by each Pledgor of each Foreign Corporation, in each case described
in clauses (i)(x) and (i)(y) of this sentence, together with the certificates representing
such shares and any interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such shares; provided that, except as provided in the
last sentence of this Section 2, such Pledgor shall not be required to pledge hereunder more
than 65% of the total combined voting power of all classes of capital stock of any Foreign
Corporation entitled to vote, (ii) the term Interests shall mean (x) with respect to limited liability
companies, partnerships or other entities (other than corporations) organized under the laws
of the United States or any State or territory thereof (each, a Domestic Non-Corporate
Entity), all of the issued and outstanding membership interests, partnership interests
or other interests of whatever class at any time owned by each Pledgor of each Domestic 2




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Non-Corporate Entity and (y) with respect to limited liability companies, partnerships
or other entities (other than corporations) that do not constitute Domestic Non-Corporate
Entities (each, a Foreign Non-Corporate Entity), all of the issued and outstanding
membership interests, partnership interests or other interests of whatever class at any time
owned by each Pledgor of each Foreign Non-Corporate Entity, in each case described in
clauses (ii)(x) and (ii)(y) of this sentence, together with all rights, privileges,
authority and powers of such Pledgor in and to each such Domestic Non-Corporate Entity or
Foreign Non-Corporate Entity or under the membership, partnership or other operative
agreement of each such entity, and the certificates, instruments and agreements, if any,
representing such membership, partnership or other equity interests; provided that,
except as provided in the last sentence of this Section 2, such Pledgor shall not be
required to pledge hereunder more than 65% of the total combined voting power of all classes
of interests of any Foreign Non-Corporate Entity entitled to vote, and (iii) the term Notes shall mean (x) all promissory notes at any time issued
to each Pledgor by any of its Subsidiaries (including the Intercompany Note), together with
all certificates or instruments evidencing such promissory notes and all proceeds thereof,
and all accessions thereto and substitutions therefor and (y) except as provided in the last
sentence of this Section 2, such Pledgor shall not be required to pledge hereunder any
promissory notes issued to such Pledgor by any Subsidiary of such Pledgor which is a Foreign
Corporation or Foreign Non-Corporate Entity. If and to the extent that the Collateral Agent receives or holds stock certificates
representing more than 65% of the total combined voting power of all classes of capital stock or
other interests of any Foreign Corporation or Foreign Non-Corporate Entity entitled to vote, the
Collateral Agent agrees to act as bailee and custodian for the benefit of the applicable Pledgor
with respect to any portion of such capital stock or other interest representing more than 65% of
the total combined voting power of all classes of capital stock or other interest of any Foreign
Corporation or Foreign Non-Corporate Entity entitled to vote except as otherwise provided in the
last sentence of this Section 2. As used herein, the term Securities shall mean all of
the Stock, Interests and Notes. Each Pledgor represents and warrants, as to the stock of corporations, interests in
non-corporate entities and promissory notes owned by such Pledgor, that on the date hereof (a) the
Stock consists of the number and type of shares of the stock of the corporations as described in
Part I of Schedule A hereto; (b) such Stock constitutes that percentage of the applicable class of
stock issued and outstanding capital stock of the issuing corporation as is set forth in Part I of
Schedule A hereto; (c) the Notes consist of the promissory notes described in Part II of Schedule A
hereto; (d) the Interests consist of the type of interests of the non-corporate entities as
described in Part III of Schedule A hereto; (e) such Interests constitute that percentage of the
issues interests of the issuing non-corporate entities as described in Part III of Schedule A
hereto; and (f) such Pledgor is the holder of record and sole beneficial owner of the Stock, the
Interest and the Notes and there exist no options or preemptive rights in respect of any of the
Securities. If following a change in the relevant sections of the Code or the regulations, rules,
rulings, notices or other official pronouncements issued or promulgated thereunder which would
permit a pledge (x) of 66-2/3% or more (or would be adjusted to permit a pledge of less than
66-2/3%) of 3




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the total combined voting power of all classes of capital stock of any Foreign Corporation or
Foreign Non-Corporate Entity entitled to vote and (y) of any promissory note issued by any
Subsidiary of each Pledgor which is a Foreign Corporation or Foreign Non-Corporate Entity without
causing the undistributed earnings of such Foreign Corporation or Foreign Non-Corporate Entity as
determined for Federal income taxes to be treated as a deemed dividend to such Pledgor for Federal
income tax purposes and without causing any other material adverse tax consequences to the
applicable Pledgor or any of its Subsidiaries or Affiliates, then the 65% limitation set forth in
the provisions to clauses (i) and (ii) and the limitation set forth in clause (iii)(y) of this
Section 2 shall no longer be applicable (or shall be adjusted as appropriate) and such Pledgor
shall duly pledge and deliver to the Collateral Agent such of the Securities not theretofore
required to be pledged hereunder or the Collateral Agent shall return such Securities, as
applicable. Section 3. PLEDGE OF SECURITIES, ETC. Section 3.1. Pledge. To secure the payment and performance when due of all of the
Obligations and for the purposes set forth in Section 1, each Pledgor (i) hereby grants to the
Collateral Agent for the benefit of the Secured Creditors a continuing security interest in and to
all of the right, title and interests of such Pledgor in, to and under the Collateral (as
hereinafter defined), (ii) hereby pledges and deposits with the Collateral Agent the Securities
owned by such Pledgor on the date hereof, and, subject to Section 24, delivers to the Collateral
Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied
by undated stock powers duly executed in blank by such Pledgor (and accompanied by any transfer tax
stamps required in connection with the pledge of such Securities) in the case of capital stock, or
such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii)
hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of
such Pledgors right, title and interest in and to such Securities (and in and to the certificates
or instruments evidencing such Securities and the other Collateral), to be held by the Collateral
Agent as collateral security for the Obligations, upon the terms and conditions set forth in this
Agreement. Section 3.2. Subsequently Acquired Securities. If any Pledgor shall acquire (by
purchase, stock dividend or otherwise) any additional Securities at any time or from time to time
after the date hereof, such Pledgor will promptly thereafter (and in any event within five Business
Days) pledge and deposit such Securities (or certificates or instruments representing Securities)
as security with the Collateral Agent and deliver to the Collateral Agent certificates or
instruments therefor, duly endorsed in blank in the case of promissory notes, and accompanied by
undated stock powers duly executed in blank by such Pledgor (and accompanied by any transfer tax
stamps required in connection with the pledge of such Securities) in the case of capital stock, or
such other instruments of transfer as are reasonably acceptable to the Collateral Agent, and will
promptly thereafter (and in any event within five Business Days) deliver to the Collateral Agent a
pledge amendment duly executed by a principal executive officer of such Pledgor in substantially
the form of Exhibit 1 hereto (each, a Pledge Amendment) describing such
Securities and certifying that the same have been duly pledged with the Collateral Agent hereunder.
Subject to the last sentence of Section 2, no Pledgor shall be required at any time to pledge
hereunder any promissory notes issued to such Pledgor by a Subsidiary which is a Foreign
Corporation or Foreign Non-Corporate Entity or more than 65% of the total combined voting power of 4




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all classes of capital stock or other interests of any Foreign Corporation or Foreign
Non-Corporate Entity entitled to vote. Section 3.3. Uncertificated Securities. Notwithstanding anything to the contrary
contained in Sections 3.1 and 3.2, if any Securities (whether now owned or hereafter acquired) are
uncertificated securities, each Pledgor shall promptly (and in any event within ten Business Days)
notify the Collateral Agent thereof, and shall promptly (and in any event within ten Business Days)
take all actions reasonably required to perfect the security interest of the Collateral Agent under
applicable law. Each Pledgor further agrees to take such actions as are necessary or that the
Collateral Agent deems reasonably necessary or desirable to effect the foregoing (including,
without limitation, causing the issuer of such uncertificated Securities to execute and deliver to
the Collateral Agent an acknowledgment of the pledge of such Securities hereunder substantially in
the form of Exhibit 2 hereto) and to permit the Collateral Agent to exercise any of its
rights and remedies hereunder, and agrees to provide an opinion of counsel to the Collateral Agent
with respect to any such pledge of uncertificated Securities promptly upon the reasonable request
of the Collateral Agent. Section 3.4. Definitions of Pledged Stock; Pledged Notes; Pledged Securities and
Collateral. As used herein, Collateral shall mean all of the following property of
each Pledgor, whether now existing or owned or hereafter arising or acquired: (i) all Stock at any time pledged or required to be pledged hereunder (hereinafter
called the Pledged Stock); (ii) all Interests at any time pledged or required to be pledged hereunder (hereinafter
called the Pledged Interests); (iii) all Notes at any time pledged or required to be pledged hereunder (hereinafter
called the Pledged Notes; together with all Pledged Stock and Pledged Interests
are hereinafter called the Pledged Securities); (iv) all dividends, cash, options, warrants, rights, instruments, distributions,
returns of capital or principal, income, interest, profits and other property, interests
(debt or equity) or proceeds, including as a result of a split, revision, reclassification
or other like change of the Pledged Securities, from time to time received, receivable or
otherwise distributed to such Pledgor in respect of or in exchange for any or all of the
Pledged Securities (collectively, Distributions); (v) without affecting the obligations of such Pledgor under any provision prohibiting
such action hereunder or under the Indenture, in the event of any consolidation or merger in
which any Person listed in Schedule A hereto is not the surviving entity, all shares
of each class of the capital stock of the successor corporation or interests or certificates
of the successor limited liability company or partnership or other entity owned by such
Pledgor (unless such successor is such Pledgor itself) formed by or resulting from such
consolidation or merger; and 5




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(vi) all Proceeds (as defined under the Uniform Commercial Code as in effect in any
relevant jurisdiction (the UCC) or under other relevant law) of any of the
foregoing, and in any event, including, without limitation, any and all (a) proceeds of any
insurance, indemnity, warranty or guarantee payable to the Collateral Agent or to any
Pledgor from time to time with respect to any of the Collateral, (b) payments (in any form
whatsoever) made or due and payable to any Pledgor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any Governmental Authority (or any person acting under color of a Governmental
Authority), (c) instruments representing obligations to pay amounts in respect of any
Collateral, (d) products of the Collateral and (e) any and all other amounts from time to
time paid or payable under or in connection with any of the Collateral, including any
securities and moneys received and at any time held by the Collateral Agent hereunder. Section 4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Collateral Agent shall have the
right to appoint one or more sub-agents, at the cost and expense of the Pledgors, for the purpose
of retaining physical possession of the Pledged Securities, which may be held (in the reasonable
discretion of the Collateral Agent) in the name of the applicable Pledgor, endorsed or assigned in
blank or in favor of the Collateral Agent or any nominee or nominees of the Collateral Agent or a
sub-agent appointed by the Collateral Agent. Section 5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall have
occurred and be continuing an Event of Default and the Collateral Agent has given written notice to
the Company, each Pledgor shall, to the extent not prohibited in such notice, be entitled to vote
any and all Pledged Securities owned by it, and to give consents, waivers or ratifications in
respect thereof, provided that no vote shall be cast or any consent, waiver or ratification
given or any action taken which would violate or result in breach of any covenant contained in this
Agreement or the Indenture or which is not permitted under this Agreement or the Indenture and
could reasonably be expected to have the effect of materially impairing the value of the Collateral
or any material part thereof or the position or interests of the Collateral Agent or any Secured
Creditor. All such rights of each Pledgor to vote and to give consents, waivers and ratifications
shall cease in case an Event of Default has occurred and is continuing and the Collateral Agent has
given written notice to the Company prohibiting the exercise by any Pledgor of any such right, and
Section 7 hereof shall become applicable. Section 6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there shall have occurred and
be continuing an Event of Default and the Collateral Agent has given written notice to the Company
prohibiting such payment, all cash dividends and distributions payable in respect of the Pledged
Stock and Pledges Interests and all payments in respect of the Pledged Notes shall be paid to the
applicable Pledgor. If there shall have occurred and be continuing an Event of Default, the
Collateral Agent shall be provided with directly, and to retain as part of the Collateral: (a) all other or additional stock or securities or other interests (other than cash)
paid or distributed by way of dividend or otherwise, as the case may be, in respect of the
Pledged Securities; 6




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(b) all other or additional stock or other securities or other interests paid (other
than cash) or distributed in respect of the Pledged Securities by way of stock split,
spin-off, split-up, reclassification, combination of shares or similar rearrangement; and (c) all other or additional stock or other securities or other interests or property
(excluding cash) which may be paid in respect of the Collateral by reason of any
consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar
corporate reorganization. Nothing contained in this Section 6 shall limit or restrict in any way the Collateral Agents right
to receive proceeds of the Collateral in any form in accordance with Section 3 of this Agreement.
All dividends, distributions or other payments which are received by each Pledgor contrary to the
provisions of this Section 6 and Section 7 shall be received in trust for the benefit of the
Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be
forthwith paid or delivered over to the Collateral Agent as Collateral in the same form as so
received (with any necessary endorsement). Section 7. REMEDIES IN CASE OF EVENTS OF DEFAULT. If there shall have occurred and be
continuing an Event of Default and the Collateral Agent has given written notice to the Company of
its intent to exercise all or any of its rights under this Section 7, then and in every such case,
the Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether
vested in it by this Agreement, the Senior Secured Notes or the Indenture, or by law) for the
protection and enforcement of its rights in respect of the Collateral, and the Collateral Agent
shall be entitled to exercise all the rights and remedies of a secured party under the UCC and also
shall be entitled, without limitation, to exercise the following rights, which the Collateral Agent
agrees to exercise in a commercially reasonable manner: (a) to receive all amounts payable in respect of the Collateral otherwise payable under
Section 6 to the Pledgors; (b) to transfer all or any part of the Collateral into the Collateral Agents name or
the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its
terms, and take any other lawful action to collect upon any Pledged Note at such times and
under the conditions set forth therein; (d) to vote all or any part of the Pledged Stock and/or Pledged Interests (whether or
not transferred into the name of the Collateral Agent) and give all consents, waivers and
ratifications in respect of the Collateral and otherwise act with respect thereto in a
commercially reasonable manner as though it were the outright owner thereof (each Pledgor
hereby irrevocably constituting and appointing the Collateral Agent the proxy and
attorney-in-fact of such Pledgor, with full power of substitution to do so upon the
occurrence and during the continuance of an Event of Default provided the Collateral Agent
has delivered written notice to the Company of its intent to exercise all or any of its
rights under this clause (d)) 7




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(e) to sell, assign and deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale, without demand of
performance, advertisement or notice of intention to sell or of the time or place of sale or
adjournment thereof or to redeem or otherwise (all of which are hereby waived by each
Pledgor), for cash, on credit or for other property, for immediate or future delivery
without any assumption of credit risk, and for such price or prices and on such terms as the
Collateral Agent may determine in a commercially reasonable manner, provided that at
least 10 days written notice of the time and place of any such sale shall be given to the
applicable Pledgor. The Collateral Agent shall not be obligated to make any such sale of
Collateral regardless of whether any such notice of sale has theretofore been given. Each
Pledgor hereby waives and releases to the fullest extent permitted by law any right or
equity of redemption with respect to the Collateral, whether before or after sale hereunder,
other than such Pledgors right to receive any excess proceeds or Collateral remaining after
the occurrence of the Termination Date. At any such sale, unless prohibited by applicable
law, the Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or
any part of the Collateral so sold free from any such right or equity of redemption.
Neither the Collateral Agent nor any Secured Creditor shall be liable for failure to collect
(except in such cases where the Collateral Agent bids for and purchases all or part of the
Collateral) or realize upon any or all of the Collateral or for any delay in so doing nor
shall any of them be under any obligation to take any action whatsoever with regard thereto. Section 8. REMEDIES, ETC., CUMULATIVE. Each and every right, power and remedy of the
Collateral Agent provided for in this Agreement, the Senior Secured Notes or the Indenture now or
hereafter existing at law or in equity or by statute, shall be cumulative and concurrent and shall
be in addition to every other such right, power or remedy. The exercise or beginning of the
exercise by the Collateral Agent or any Secured Creditor of any one or more of the rights, powers
or remedies provided for in this Agreement, the Senior Secured Notes or the Indenture or now or
hereafter existing at law or in equity or by statute shall not preclude the simultaneous or later
exercise by the Collateral Agent or any Secured Creditor of all such other rights, powers or
remedies, and no failure or delay on the part of the Collateral Agent or any Secured Creditor to
exercise any such right, power or remedy shall operate as a waiver thereof except as required by
applicable law. Unless otherwise required by the Indenture, no notice to or demand on any Pledgor
in any case shall entitle it to any other or further notice or demand in similar or other
circumstances or constitute a waiver of any of the rights of the Collateral Agent or any Secured
Creditor to any other or further action in any circumstances without notice or demand. Section 9. APPLICATION OF PROCEEDS. All moneys collected by the Collateral Agent upon any
sale or other disposition of the Collateral, together with all other moneys received by the
Collateral Agent hereunder, shall be applied to the payment of the Obligations in the manner set
forth in Section 7.4 of the Security Agreement. Section 10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the Collateral Agent
hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial process or
otherwise), the receipt of the Collateral Agent or the officer making 8




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the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral
so sold, and such purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid over to the Collateral Agent or such officer or be answerable in
any way for the misapplication or nonapplication thereof. Section 11. INDEMNITY. Each Pledgor agrees to indemnify and hold harmless the Collateral
Agent and each Secured Creditor and their respective successors, assigns, employees, agents and
servants (each, an Indemnitee; collectively, the Indemnitees) from and against
any and all claims, demands, losses, judgments and liabilities (including liabilities for
penalties) of whatsoever kind or nature, and to reimburse each Indemnitee for all costs and
expenses, including reasonable attorneys fees, growing out of or resulting from this Agreement or
the exercise by any Indemnitee of any right or remedy granted to it hereunder or under the
Indenture (but excluding any claims, demands, losses, judgments and liabilities or expenses to the
extent finally judicially determined to have been incurred by reason of gross negligence or willful
misconduct of such Indemnitee). If and to the extent that the obligations of any Pledgor under
this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations that is permissible under
applicable law. Section 12. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor agrees that it will join
with the Collateral Agent in executing and, at its own expense, file and refile under the UCC or
other applicable law such financing statements, continuation statements and other documents in such
offices as are necessary or as the Collateral Agent may deem reasonably necessary and wherever
required by law in order to perfect and preserve the Collateral Agents security interest in the
Collateral and hereby authorizes the Collateral Agent to file financing statements and amendments
thereto relative to all or any part of the Collateral without the signature of such Pledgor, and
agrees to do such further acts and things and to execute and deliver to the Collateral Agent such
additional conveyances, assignments, agreements and instruments as are necessary or as the
Collateral Agent may reasonably require or deem necessary to carry into effect the purposes of this
Agreement or to further assure and confirm unto the Collateral Agent its rights, powers and
remedies hereunder. (a) Each Pledgor hereby appoints the Collateral Agent such Pledgors attorney-in-fact, with
full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise,
from time to time after the occurrence and during the continuance of an Event of Default and
provided that the Collateral Agent shall have delivered notice to the Company of its intent to
exercise all or any of its rights under this clause (b), to take any action and to execute any
instrument necessary or which the Collateral Agent may reasonably deem necessary or advisable to
accomplish the purposes of this Agreement. Section 13. THE PLEDGEE AS AGENT. The Collateral Agent will hold in accordance with this
Agreement all items of the Collateral at any time received under this Agreement. It is expressly
understood and agreed by the parties hereto and each Secured Creditor, by accepting the benefits of
this Agreement, each such person acknowledges and agrees that the obligations of the Collateral
Agent as holder of the Collateral and interests therein and with respect to the disposition
thereof, and otherwise under this Agreement, are only those expressly 9




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set forth in this Agreement. The Collateral Agent shall act hereunder on the terms and
conditions set forth herein and in Article Seven of the Indenture. Section 14. TRANSFER BY THE PLEDGOR. No Pledgor will sell or otherwise dispose of, grant any
option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any
interest therein (except as may be permitted in accordance with the terms of the Indenture). Section 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) Each Pledgor
represents and warrants that as of the date hereof (i) it is, or at the time when pledged hereunder
will be, the legal, record and beneficial owner of, and has (or will have) good title to, all
Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement
and except Permitted Liens); (ii) it has full corporate power, authority and legal right to pledge
all the Collateral pursuant to this Agreement; (iii) this Agreement has been duly authorized,
executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of
such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability
hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws generally affecting creditors rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law); (iv) except to the extent
already obtained or made, no consent of any other party (including, without limitation, any
stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license,
permit, approval or authorization of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority is required to be obtained by such Pledgor in
connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or
enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agents
security interest in the Collateral or (z) except for compliance with or as may be required by
applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies
provided herein; (v) the execution, delivery and performance of this Agreement will not violate any
provision of any applicable law or regulation or of any order, judgment, writ, award or decree of
any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor,
or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by
such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan
agreement, credit agreement or other contract, agreement or instrument or undertaking to which such
Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or
any of its Subsidiaries or upon any of their respective material assets and will not result in the
creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of
the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement;
(vi) all the shares of the Pledged Stock and Pledged Interests have been duly and validly issued,
are fully paid and non-assessable (in the case of Pledged Stock) and are subject to no options to
purchase or similar rights; (vii) each of the Pledged Notes to the extent executed by the Company
or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute,
the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms,
except to the extent that the enforceability thereof may by limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting creditors rights
and by equitable principles (regardless of whether enforcement is sought in equity or at law); and
(viii) the pledge, collateral assignment and, in the case of
certificated 10




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securities (other than the Pledged Stock of Coinmach Corp. for so long as the
Intercreditor Agreement remains in full force and effect), delivery to the Collateral Agent of the
Securities or, in the case of uncertificated securities and securities of Coinmach Corp., the
filing of a financing statement naming such Pledgor, as debtor, and the Collateral Agent, as
Secured Party, in each case pursuant to this Agreement creates a valid and perfected Lien on the
Collateral, subject to no other Lien or to any agreement purporting to grant to any third party a
Lien on the property or assets of the Pledgor which would include the Collateral, except Permitted
Liens. Each Pledgor covenants and agrees that it will take commercially reasonable steps to defend
the Collateral Agents right, title and security interest in and to the Collateral against the
claims and demands of all persons whomsoever; and each Pledgor covenants and agrees that it will
have like title to and right to pledge any other property at any time hereafter pledged to the
Collateral Agent as Collateral hereunder and will likewise take commercially reasonable steps to
defend the right thereto and security interest therein of the Collateral Agent and the Secured
Creditors. (a) Each Pledgor further represents, warrants and covenants that the exact legal name, type of
organization and jurisdiction of organization (together with the organizational identification
number, if any, issued by such jurisdiction to such Pledgor) of such Pledgor is set forth in
Schedule B hereto. Such Pledgor shall not reincorporate or reorganize or otherwise
cause the Collateral to be transferred to a Person incorporated or organized in another state
except to the extent (x) permitted pursuant to the provisions of the Indenture, (y) it shall have
given to Collateral Agent not less than 10 days prior written notice (in the form of an officers
certificate) of its intention so to do clearly describing such transaction and providing such other
information in connection therewith as Collateral Agent may reasonably request and (z) with respect
to such transaction, such Pledgor shall have taken all action reasonably satisfactory to Collateral
Agent to maintain the perfection and priority of the security interest of Collateral Agent for the
benefit of the Secured Parties in the Collateral intended to be granted hereby. (b) Intercompany Note and Intercompany Note Guaranty. No Pledgor shall: (i) sell, convey, transfer or assign (or otherwise engage in any other transfer for
value of) the Intercompany Note or any of its interest therein; (ii) amend, supplement, or waive any provision of the Intercompany Note, other than any
amendment, supplement or waiver which would not have an adverse effect on the interests of
the Collateral Agent or any other Secured Creditor, the Indenture or the Notes, or
subordinate its rights under the Intercompany Note or the Senior Secured to the rights of
any other creditor of Coinmach Corp.; (iii) compromise, reduce, forgive or release or extend the time for payment of any
obligation of Coinmach Corp. under the Intercompany Note; or (iv) take or omit to take any action the taking or the omission of which would result
in any material impairment or alteration of any obligation of Coinmach Corp. under the
Intercompany Note. Section 16. PLEDGORS OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this
Agreement shall be absolute and unconditional and shall remain 11




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in full force and effect without regard to, and shall not be released, suspended, discharged,
terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without
limitation: (a) any renewal, extension, amendment or modification of or addition or supplement to
or deletion from the Indenture or any other instrument or agreement referred to therein, or any
assignment or transfer of any thereof; (b) any waiver, consent, extension, indulgence or other
action or inaction under or in respect of any such agreement or instrument, including, without
limitation, this Agreement; (c) any furnishing of any additional security to the Collateral Agent
or its assignee or any acceptance thereof or any release of any security by the Collateral Agent or
its assignee; (d) any limitation on any partys liability or obligations under any such instrument
or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or
agreement or any term thereof or (e) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to any Pledgor or any
Subsidiary of such Pledgor, or any action taken with respect to this Agreement by any trustee or
receiver, or by any court, in any such proceeding, whether or not such Pledgor shall have notice or
knowledge of any of the foregoing. Section 17. REGISTRATION, ETC. If at any time when the Collateral Agent shall determine to
exercise its right to sell all or any part of the Pledged Securities pursuant to Section 7, and
such Pledged Securities or the part thereof to be sold shall not, for any reason whatsoever, be
effectively registered under the Securities Act of 1933, as then in effect, the Collateral Agent
may but without any obligation, in its sole and absolute discretion, sell such Pledged Securities
or part thereof by private sale in such manner and under such circumstances as the Collateral Agent
may deem reasonably necessary or advisable in order that such sale may legally be effected without
such registration. Without limiting the generality of the foregoing, in any such event the
Collateral Agent, in its commercially reasonable discretion, (i) may proceed to make such private
sale notwithstanding that a registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and
negotiate with a single possible purchaser to effect such sale and (iii) may restrict such sale to
a purchaser who will represent and agree that such purchaser is purchasing for its own account, for
investment, and not with a view to the distribution or sale of such Pledged Securities or part
thereof. In the event of any such sale, the Collateral Agent shall incur no responsibility or
liability for selling all or any part of the Pledged Securities at a price which the Collateral
Agent, in its commercially reasonable discretion, in good faith deems reasonable under the
circumstances, notwithstanding the possibility that a substantially higher price might be realized
if the sale were deferred until after registration as aforesaid. Section 18. TERMINATION; RELEASE. (a) On the Termination Date, this Agreement and the
security interest created hereby shall terminate, and the Collateral Agent shall, at the request
and expense of the Pledgors, execute and deliver to the Pledgors as promptly thereafter as
reasonably practicable a proper instrument or instruments provided to it acknowledging the
satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the
Pledgors (without recourse and without any representation or warranty other than a representation
that the Collateral Agent has not granted any lien on or security interest in the Collateral) such
of the Collateral as may be in the possession of the Collateral Agent or any of its sub-agents and
has not theretofore been sold or otherwise applied or released pursuant to this 12




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Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent
or any of its sub-agents hereunder. (b) Notwithstanding anything to the contrary contained above, upon the presentment of
satisfactory evidence to the Collateral Agent in its sole discretion that all obligations evidenced
by any Pledged Note have been repaid or otherwise satisfied or forgiven in full, and that any
payments received by the applicable Pledgor were permitted to be received by such Pledgor pursuant
to Section 6 hereof, the Collateral Agent shall, upon the request and at the expense of such
Pledgor, duly assign, transfer and deliver to such Pledgor (without recourse and without any
representation or warranty other than a representation that the Collateral Agent has not granted
any lien on or security interest in such Pledged Note) such Pledged Note if same is then in the
possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or
otherwise applied or released pursuant to this Agreement. (c) In the event that any part of the Collateral is sold in connection with a sale permitted
by Section 4.16 of the Indenture or released in accordance with Section 11.05 of the Indenture and
the proceeds of such sale or sales or from such release are applied in accordance with, and to the
extent required by, the Indenture, to the extent required to be so applied, the Collateral Agent,
at the request and expense of the Pledgors, will duly assign, transfer and deliver to the
applicable Pledgor (without recourse and without any representation or warranty) such of the
Collateral as is then being (or has been) so sold or released and as may be in the possession of
the Collateral Agent or any of its sub-agents and has not theretofore been released pursuant to
this Agreement. (d) At any time that any Pledgor desires that Collateral be released as provided in the
foregoing subsection (a), (b) or (c), it shall deliver to the Collateral Agent a certificate signed
by its chief financial officer stating that the release of the respective Collateral is permitted
pursuant to such subsection (a), (b) or (c). (e) The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the
result of any release of Collateral by it in accordance with this Section 18. Section 19. NOTICES, ETC. All notices and communications hereunder shall be telecopied or
delivered by messenger or overnight courier service and all such notices and communications shall,
when mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be effective
when delivered to the telegraph company, cable company or overnight courier, as the case may be, or
sent by telex or telecopier and when mailed shall be effective three Business Days following
deposit in the mail with proper postage, except that notices and communications to the Collateral
Agent shall not be effective until received by the Collateral Agent. All notices and other
communications shall be in writing and addressed as follows:  (a)
    if to any Pledgor, at:Coinmach Service Corp.
303 Sunnyside Boulevard
Plainview, New York 11803
Attention: Robert M. Doyle 13




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with a copy to:Coinmach Corporation
521 East Morehead Street
Charlotte, North Carolina 28202
Attention: Stephen R. Kerriganwith a copy to:Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, New York 10019
Attention: Ronald S. Brody(b)
    if to the Collateral Agent, at:The Bank of New York
101 Barclay Street
Floor 8W
New York, New York 10286Attention: Corporate Trust Administration or at such other address as shall have been furnished in writing by any Person described above to
and received by the party required to give notice hereunder. Section 20. WAIVER; AMENDMENT. None of the terms and conditions of this Agreement may be
changed, waived, modified or varied in any manner whatsoever except in accordance with Article Nine
of the Indenture. Section 21. MISCELLANEOUS. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of and be enforceable by each of
the parties hereto and its successors and assigns. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.The headings in this
Agreement are for purposes of reference only and shall not limit or define the meaning hereof.
This Agreement may be executed in any number of counterparts, each of which shall be an original,
but all of which shall constitute one instrument. In the event that any provision of this
Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be
severable from the other provisions of this Agreement, which shall remain binding on all parties
hereto. Section 22. RECOURSE. This Agreement is made with full recourse to each Pledgor and pursuant
to and upon all the representations, warranties, covenants and agreements on the part of such
Pledgor contained herein or in the Indenture, and otherwise in writing in connection herewith or
therewith. 14




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Section 23. THE COLLATERAL AGENT. (a) The Collateral Agent will hold in accordance with this Agreement all items of the
Collateral at any time received under this Agreement. It is expressly understood and agreed by the
parties hereto and each Secured Creditor, by accepting the benefits of this Agreement acknowledges
and agrees that the obligations of the Collateral Agent as holder of the Collateral and interests
therein and with respect to the disposition thereof, and otherwise under this Agreement, are only
those expressly set forth in this Agreement. In connection with its appointment and acting
hereunder, the Collateral Agent shall be entitled to all rights, privileges, benefits, protections,
immunities and indemnities provided to it under the Indenture. (b) Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall
have no duty as to any Collateral in its possession or control or in the possession or control of
any agent or bailee or any income thereon or as to preservation of rights against prior parties or
any other rights pertaining thereto and the Collateral Agent shall not be responsible for filing
any financing or continuation statements or recording any documents or instruments in any public
office at any time or times or otherwise perfecting or maintaining the perfection of any security
interest in the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care
in the custody of the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which it accords its own property and shall not be liable or
responsible for any loss or diminution in the value of any of the Collateral, by reason of the act
or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral
Agent in good faith. (c) The Collateral Agent shall not be responsible for the existence, genuineness or value of
any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in
any of the Collateral, whether impaired by operation of law or by reason of any of any action or
omission to act on its part hereunder, except to the extent such action or omission constitutes
negligence, bad faith or wilful misconduct on the part of the Collateral Agent, for the validity or
sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of
the title of the Pledgors to the Collateral, for insuring the Collateral or for the payment of
taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the
Collateral. (d) The Collateral Agent shall have no duty to act outside of the United States in respect of
any Collateral located in the jurisdiction other than the United States. Section 24. INTERCREDITOR AGREEMENT. (a) The Liens granted hereunder in favor of the Collateral Agent for the benefit of the
Secured Creditors in respect of the Shared Collateral and the exercise of any right or
remedy related thereto hereunder shall be subject, in each case, to the terms of the
Intercreditor Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement and
of the Intercreditor Agreement, the terms and provisions of the Intercreditor Agreement
shall govern. 15




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(c) Notwithstanding anything to the contrary herein, any provision hereof that requires
any Pledgor to (i) deliver any Shared Collateral to the Collateral Agent or (ii) provide
that the Collateral Agent have control over such Shared Collateral may be satisfied by (A)
the delivery of such Shared Collateral by such Pledgor to the Credit Agreement Collateral
Agent for the benefit of the Lenders and the Collateral Agent for the benefit of the Secured
Creditors pursuant to Section 5.4 of the Intercreditor Agreement and (B) providing that the
Credit Agreement Collateral Agent be provided with control with respect to such Shared
Collateral of such Pledgor for the benefit of the Lenders and the Collateral Agent for the
benefit of Secured Creditors pursuant to Section 5.4 of the Intercreditor Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 16




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IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be
executed by their duly elected officers duly authorized as of the date first above written. COINMACH SERVICE CORP.,
  as the Company and PledgorBy:
    /s/ Robert M. DoyleName:
    Robert M. DoyleTitle:
    Chief Financial Officer COINMACH LAUNDRY CORPORATION,
  as Guarantor and PledgorBy:
    /s/ Robert M. DoyleName:
    Robert M. DoyleTitle:
    Chief Financial Officer THE BANK OF NEW YORK, as Collateral AgentBy:
    /s/ Julie Salovitch-MillerName:
    Julie Salovitch-MillerTitle:
    Vice President S-1




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SCHEDULE A PLEDGOR: COINMACH SERVICE CORP. Part I. Pledged Stock Percentage ofClass ofName of
    
    
    
    Number
    
    
    Certificate
    
    Capital StockIssuing Corporation
    
    Type of Shares
    
    of Shares
    
    
    No(s).
    
    of IssuerCoinmach Laundry Corporation
    
    Common Stock
    
    
    66,805.83
    
    
    C-16
    
    100%Coinmach Laundry Corporation
    
    Class B-1 Preferred Stock
    
    
    27.1729
    
    
    PB1-10
    
    53.8290412%Coinmach Laundry Corporation
    
    Class B-2 Preferred Stock
    
    
    1.67486
    
    
    PB2-8
    
    46.0126374%Appliance Warehouse of
America Inc.
    
    Common Stock
    
    
    10,000
    
    
    C-3
    
    100%
 Part II. Pledged Interests Percentage of all Out-Name of Issuing
    
    
    
    
    
    
    
    
    
    standing InterestsNon-Corporate Entity
    
    Type of Interest
    
    
    Certificate No(s).
    
    
    of IssuerNone.
 Part III. Pledged Notes Name of
    
    Principal
    
    Date of
    
    
    
    
    
    MaturityIssuer
    
    Amount
    
    Issuance
    
    Interest Rate
    
    DateCoinmach Corporation
    
    As stated therein
    
    November 24, 2004
    
    
    10.95
    %
    
    December 1, 2024




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PLEDGOR: COINMACH LAUNDRY
CORPORATION Part I. Pledged Stock Percentage ofClass ofName of
    
    
    
    Number
    
    
    Certificate
    
    
    Capital StockIssuing Corporation
    
    Type of Shares
    
    of Shares
    
    
    No(s).
    
    
    of IssuerCoinmach Corporation
    
    Common Stock
    
    
    100
    
    
    
    1
    
    
    
    100
    %
 Part II. Pledged Interests Percentage of all Out-Name of Issuing
    
    
    
    
    
    standing InterestsNon-Corporate Entity
    
    Type of Interest
    
    Certificate No(s).
    
    of IssuerNone.
 Part III. Pledged Notes Name of
    
    Principal
    
    Date of
    
    
    
    MaturityIssuer
    
    Amount
    
    Issuance
    
    Interest Rate
    
    DateNone.
 * NOTE: A SEPARATE SHEET SHOULD BE USED FOR EACH PLEDGOR.




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SCHEDULE B OrganizationalPledgors
    
    Type of
    
    Jurisdiction of
    
    Identification
    
    Chief Executive
    
    Principal PlaceExact Name
    
    Organization
    
    Organization
    
    Number
    
    Office
    
    of BusinessCoinmach Service
Corp.
    
    Corporation
    
    Delaware
    
    
    3744632
    
    
    303 Sunnyside
Boulevard, Suite
70, Plainview, NY
11803
    
    303 Sunnyside
Boulevard, Suite
70, Plainview, NY
11803Coinmach Laundry
Corporation
    
    Corporation
    
    Delaware
    
    
    2495034
    
    
    303 Sunnyside
Boulevard, Suite
70, Plainview, NY
11803
    
    303 Sunnyside
Boulevard, Suite
70, Plainview, NY
11803




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EXHIBIT 1 PLEDGE AMENDMENT This Pledge Amendment, dated ___, is delivered pursuant to Section 3.2 of
the Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be
attached to the PLEDGE AGREEMENT, dated as of November 24, 2004, among the undersigned, certain
other parties identified therein and The Bank of New York, as Collateral Agent (the
Agreement; capitalized terms used herein and not defined have the meanings ascribed to
them in the Agreement) and that the Pledged Securities listed on this Pledge Amendment shall be
deemed to be and shall become part of the Collateral and shall secure all Obligations. ,as PledgorBy:,Name:Title:
 Part I. Pledged Stock Percentage ofClass ofName of
    
    
    
    Number
    
    Certificate
    
    Capital StockIssuing Corporation
    
    Type of Shares
    
    of Shares
    
    No(s).
    
    of Issuer
 Part II. Pledged Interests Percentage of all Out-Name of Issuing
    
    
    
    
    
    standing InterestsNon-Corporate Entity
    
    Type of Interest
    
    Certificate No(s).
    
    of Issuer




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Part III. Pledged Notes Name of
    
    Principal
    
    Date of
    
    
    
    MaturityIssuer
    
    Amount
    
    Issuance
    
    Interest Rate
    
    Date
 -2-




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EXHIBIT 2 FORM OF ISSUER ACKNOWLEDGMENT The undersigned hereby (i) acknowledges receipt of a copy of the PLEDGE AGREEMENT (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
Agreement; capitalized terms used herein but not defined herein have the meanings given
such terms in the Agreement), dated as of November 24, 2004, among COINMACH SERVICE CORP., COIMACH
LAUNDRY CORPORATION and THE BANK OF NEW YORK, as collateral agent (in such capacity, the
Collateral Agent), (ii) agrees promptly to note on its books the security interests
granted and confirmed under the Agreement in [DESCRIBE SECURITIES] (the Uncertificated
Securities), (iii) agrees that it will comply with the instructions of the Collateral Agent
with respect to the Uncertificated Securities and all proceeds and other interests related thereto
constituting Collateral without further consent by the applicable Pledgor, (iv) agrees to notify
the Collateral Agent upon obtaining knowledge of any interest in favor of any Person in the
Uncertificated Securities or any related Collateral that is adverse to the interest of the
Collateral Agent therein and (v) waives any right or requirement at any time hereafter to receive a
copy of the Agreement in connection with the registration of the Uncertificated Securities
thereunder in the name of the Collateral Agent or its nominee or the exercise of voting rights by
the Collateral Agent or its nominee. [NAME OF ISSUER]By:Name:Title: