##### 



EXHIBIT 4.1 COINMACH SERVICE CORP., as Issuer, THE BANK OF NEW YORK, as Trustee and Collateral Agent, and The Subsidiary Guarantors Party Hereto from Time to Time, as Subsidiary Guarantors INDENTURE Dated as of November 24, 2004 11% Senior Secured Notes due 2024




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CROSS-REFERENCE TABLE TIA
    
    
    IndentureSection
    
    
    Section310
    (a)(1)
    
    7.10(a)(2)
    
    7.10(a)(3)
    
    N.A.(a)(4)
    
    N.A.(a)(5)
    
    7.10(b)
    
    7.08; 7.10; 12.02(b)(1)
    
    7.10(c)
    
    N.A.311
    (a)
    
    7.11(b)
    
    7.11(c)
    
    N.A.312
    (a)
    
    2.05(b)
    
    12.03(c)
    
    12.03313
    (a)
    
    7.06(b)(1)
    
    N.A.(b)(2)
    
    7.06(c)
    
    7.06; 12.02(d)
    
    7.06314
    (a)
    
    4.06; 4.08; 11.02; 12.04(b)
    
    11.02(c)(1)
    
    12.04(c)(2)
    
    1204(c)(3)
    
    N.A.(d)
    
    12.04; 12.05(e)
    
    N.A.315
    (a)
    
    7.01(b)(b)
    
    7.05; 12.02(c)
    
    7.01(a)(d)
    
    7.01(c)(e)
    
    6.11316
    (a)(last sentence)
    
    2.09(a)(1)(A)
    
    6.05(a)(1)(B)
    
    6.04(a)(2)
    
    N.A.(b)
    
    6.07(c)
    
    9.04317
    (a)(1)
    
    6.08(a)(2)
    
    6.09(b)
    
    2.04318
    (a)
    
    12.01(c)
    
    12.01
   N.A. means Not ApplicableNOTE:
    
    This Cross-Reference Table shall not, for any purpose, be
deemed to be a part of the Indenture.




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##### 



TABLE OF CONTENTS PageARTICLE ONEDEFINITIONS AND INCORPORATION BY REFERENCESECTION 1.01.
    
    Definitions
    
    
    1SECTION 1.02.
    
    Incorporation by Reference of TIA
    
    
    34SECTION 1.03.
    
    Rules of Construction
    
    
    35ARTICLE TWOTHE NOTESSECTION 2.01.
    
    Form and Dating
    
    
    35SECTION 2.02.
    
    Execution and Authentication; Aggregate Principal Amount
    
    
    36SECTION 2.03.
    
    Registrar and Paying Agent
    
    
    37SECTION 2.04.
    
    Paying Agent To Hold Assets in Trust
    
    
    38SECTION 2.05.
    
    Holder Lists
    
    
    38SECTION 2.06.
    
    Transfer and Exchange
    
    
    38SECTION 2.07.
    
    Replacement Notes
    
    
    41SECTION 2.08.
    
    Outstanding Notes
    
    
    41SECTION 2.09.
    
    Treasury Notes
    
    
    42SECTION 2.10.
    
    Temporary Notes
    
    
    42SECTION 2.11.
    
    Cancellation
    
    
    42SECTION 2.12.
    
    CUSIP Number
    
    
    43SECTION 2.13.
    
    Deposit of Moneys
    
    
    43SECTION 2.14.
    
    Physical Notes
    
    
    43SECTION 2.15.
    
    Special Transfer Provisions
    
    
    44SECTION 2.16.
    
    Tax Treatment
    
    
    46SECTION 2.17.
    
    Formation of IDSs
    
    
    46ARTICLE THREEREDEMPTIONSECTION 3.01.
    
    Notices to Trustee
    
    
    47SECTION 3.02.
    
    Selection of Notes To Be Redeemed
    
    
    47SECTION 3.03.
    
    Notice of Redemption.
    
    
    47SECTION 3.04.
    
    Effect of Notice of Redemption
    
    
    48SECTION 3.05.
    
    Deposit of Redemption Price
    
    
    48SECTION 3.06.
    
    Notes Redeemed in Part
    
    
    49




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PageARTICLE FOURCOVENANTSSECTION 4.01.
    
    Payment of Notes
    
    
    49SECTION 4.02.
    
    Maintenance of Office or Agency
    
    
    49SECTION 4.03.
    
    Corporate Existence
    
    
    50SECTION 4.04.
    
    Payment of Taxes and Other Claims
    
    
    50SECTION 4.05.
    
    Maintenance of Properties and Insurance
    
    
    50SECTION 4.06.
    
    Compliance Certificate; Notice of Default
    
    
    51SECTION 4.07.
    
    Compliance with Laws
    
    
    51SECTION 4.08.
    
    Reports to Holders
    
    
    52SECTION 4.09.
    
    Waiver of Stay, Extension or Usury Laws
    
    
    52SECTION 4.10.
    
    Limitation on Restricted Payments
    
    
    53SECTION 4.11.
    
    Limitation on Transactions with Affiliates
    
    
    56SECTION 4.12.
    
    Limitation on Incurrence of Additional Indebtedness
    
    
    57SECTION 4.13.
    
    Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
    
    
    59SECTION 4.14.
    
    Limitation on Issuances of Certain Guarantees by, and Debt Securities of, Restricted Subsidiaries
    
    
    60SECTION 4.15.
    
    Limitation on Change of Control
    
    
    61SECTION 4.16.
    
    Limitation on Asset Sales
    
    
    63SECTION 4.17.
    
    Limitation on Preferred Stock of Restricted Subsidiaries
    
    
    67SECTION 4.18.
    
    Limitation on Liens
    
    
    67SECTION 4.19.
    
    Conduct of Business
    
    
    67SECTION 4.20.
    
    Limitation on Equity Contributions to Restricted Subsidiaries; Obligations To Transfer Certain Proceeds
    
    
    67SECTION 4.21.
    
    Exercise of Redemption Rights and Sales Rights
    
    
    68SECTION 4.22.
    
    Impairment of Security Interest
    
    
    69SECTION 4.23.
    
    Limitation on Repurchases and Payments for Consents
    
    
    70SECTION 4.24.
    
    Limitation on Asset Transfers to Subsidiaries that Are Not Subsidiary Guarantors or Intercompany Note Obligors
    
    
    70SECTION 4.25.
    
    Subsequent Issuance
    
    
    70SECTION 4.26.
    
    Mortgages
    
    
    71ARTICLE FIVESUCCESSOR CORPORATIONSECTION 5.01.
    
    Merger, Consolidation and Sale of Assets
    
    
    72SECTION 5.02.
    
    Successor Corporation Substituted
    
    
    74




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PageARTICLE SIXDEFAULT AND REMEDIESSECTION 6.01.
    
    Events of Default
    
    
    74SECTION 6.02.
    
    Acceleration
    
    
    76SECTION 6.03.
    
    Other Remedies
    
    
    77SECTION 6.04.
    
    Waiver of Past Defaults
    
    
    77SECTION 6.05.
    
    Control by Majority
    
    
    78SECTION 6.06.
    
    Limitation on Suits
    
    
    78SECTION 6.07.
    
    Rights of Holders To Receive Payment
    
    
    79SECTION 6.08.
    
    Collection Suit by Trustee
    
    
    79SECTION 6.09.
    
    Trustee May File Proofs of Claim
    
    
    79SECTION 6.10.
    
    Priorities
    
    
    80SECTION 6.11.
    
    Undertaking for Costs
    
    
    80ARTICLE SEVENTRUSTEESECTION 7.01.
    
    Duties of Trustee
    
    
    81SECTION 7.02.
    
    Rights of Trustee
    
    
    82SECTION 7.03.
    
    Individual Rights of Trustee
    
    
    83SECTION 7.04.
    
    Trustees Disclaimer
    
    
    83SECTION 7.05.
    
    Notice of Default
    
    
    84SECTION 7.06.
    
    Reports by Trustee to Holders
    
    
    84SECTION 7.07.
    
    Compensation and Indemnity
    
    
    84SECTION 7.08.
    
    Replacement of Trustee
    
    
    85SECTION 7.09.
    
    Successor Trustee by Merger, Etc
    
    
    86SECTION 7.10.
    
    Eligibility; Disqualification
    
    
    86SECTION 7.11.
    
    Preferential Collection of Claims Against Company
    
    
    87ARTICLE EIGHTSATISFACTION AND DISCHARGE OF INDENTURESECTION 8.01.
    
    Legal Defeasance and Covenant Defeasance
    
    
    87SECTION 8.02.
    
    Satisfaction and Discharge
    
    
    90SECTION 8.03.
    
    Survival of Certain Obligations
    
    
    91SECTION 8.04.
    
    Acknowledgment of Discharge by Trustee
    
    
    91SECTION 8.05.
    
    Application of Trust Moneys
    
    
    91SECTION 8.06.
    
    Repayment to the Company; Unclaimed Money
    
    
    92SECTION 8.07.
    
    Reinstatement
    
    
    92




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PageARTICLE NINEAMENDMENTS, SUPPLEMENTS AND WAIVERSSECTION 9.01.
    
    Without Consent of Holders
    
    
    92SECTION 9.02.
    
    With Consent of Holders
    
    
    93SECTION 9.03.
    
    Compliance with TIA
    
    
    95SECTION 9.04.
    
    Revocation and Effect of Consents
    
    
    95SECTION 9.05.
    
    Notation on or Exchange of Notes
    
    
    96SECTION 9.06.
    
    Trustee To Sign Amendments, Etc
    
    
    96ARTICLE TENGUARANTEESECTION 10.01.
    
    Guarantee
    
    
    96SECTION 10.02.
    
    Release of a Subsidiary Guarantor
    
    
    97SECTION 10.03.
    
    Limitation of Subsidiary Guarantors Liability
    
    
    98SECTION 10.04.
    
    Subsidiary Guarantors May Consolidate, etc, on Certain Terms
    
    
    98SECTION 10.05.
    
    Contribution
    
    
    99SECTION 10.06.
    
    Waiver of Subrogation
    
    
    99SECTION 10.07.
    
    Evidence of Guarantee
    
    
    100SECTION 10.08.
    
    Waiver of Stay, Extension or Usury Laws
    
    
    100ARTICLE ELEVENCOLLATERAL AND COLLATERAL AGREEMENTSSECTION 11.01.
    
    Approval of Collateral Agreements; Representations and Warranties; No Preference Among Holders
    
    
    101SECTION 11.02.
    
    Documentation and Recording; Opinions of Counsel; Further Assurances
    
    
    102SECTION 11.03.
    
    Possession of the Collateral
    
    
    104SECTION 11.04.
    
    Suits To Protect the Collateral
    
    
    104SECTION 11.05.
    
    Release of Liens
    
    
    105SECTION 11.06.
    
    Specified Releases of Collateral
    
    
    105SECTION 11.07.
    
    Sharing of Collateral
    
    
    106SECTION 11.08.
    
    Sufficiency of Release
    
    
    106SECTION 11.09.
    
    Actions by the Collateral Agent
    
    
    107SECTION 11.10.
    
    Intercreditor Agreement
    
    
    107




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PageARTICLE TWELVEMISCELLANEOUSSECTION 12.01.
    
    TIA Controls
    
    
    107SECTION 12.02.
    
    Notices
    
    
    107SECTION 12.03.
    
    Communications by Holders with Other Holders
    
    
    108SECTION 12.04.
    
    Certificate and Opinion as to Conditions Precedent
    
    
    109SECTION 12.05.
    
    Statements Required in Certificate or Opinion
    
    
    109SECTION 12.06.
    
    Rules by Trustee, Paying Agent, Registrar
    
    
    109SECTION 12.07.
    
    Legal Holidays
    
    
    110SECTION 12.08.
    
    Governing Law
    
    
    110SECTION 12.09.
    
    No Adverse Interpretation of Other Agreements
    
    
    110SECTION 12.10.
    
    No Recourse Against Others
    
    
    110SECTION 12.11.
    
    Successors
    
    
    110SECTION 12.12.
    
    Duplicate Originals
    
    
    111SECTION 12.13.
    
    Severability
    
    
    111SECTION 12.14.
    
    Force Majeure
    
    
    111SIGNATURES
    
    
    
    
    S-1
 Exhibit A
    
    
    
    Form of Unrestricted Note
    
    
    A-1Exhibit B
    
    
    
    Form of Restricted Note
    
    
    B-1Exhibit C
    
    
    
    Form of Legend for Global Notes
    
    
    C-1Exhibit D
    
    
    
    Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors
    
    
    D-1Exhibit E
    
    
    
    Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S
    
    
    E-1Exhibit F
    
    
    
    Form of Global IDS
    
    
    F-1Exhibit G
    
    
    
    Form of Notice To Be Delivered in Connection with Recombination/Separation of IDSs
    
    
    G-1Exhibit H
    
    
    
    Form of Security Agreement
    
    
    H-1Exhibit I
    
    
    
    Form of Pledge Agreement
    
    
    I-1Exhibit J
    
    
    
    Form of Intercreditor Agreement
    
    
    J-1Exhibit K
    
    
    
    Form of Post-Merger Event Pledge Agreement
    
    
    K-1
  NOTE:
    This Table of Contents shall not, for any purpose, be deemed to be part of the Indenture.




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INDENTURE, dated as of November 24, 2004, between Coinmach Service Corp., a Delaware
corporation (the Company), the Subsidiary Guarantors (as herein defined), and The Bank of
New York, a New York banking corporation, as Trustee (the Trustee) and Collateral Agent
(the Collateral Agent). The Company and the Subsidiary Guarantors have duly authorized the creation of an issue of
$132,566,664.68 aggregate principal amount of 11% Senior Secured Notes due 2024 (the Initial
Notes and, together with any Additional Notes (as herein defined), the Notes) and
the Subsidiary Guarantees (as herein defined) and, to provide therefor, the Company and the
Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture. All
things necessary to make the Notes and Subsidiary Guarantees, when each are duly issued and
executed by the Company and the Subsidiary Guarantors, as applicable, and authenticated and
delivered hereunder, the valid and legally binding obligations of each of the Company and the
Subsidiary Guarantors, respectively, and to make this Indenture a valid and legally binding
agreement of each of the Company and the Subsidiary Guarantors, have been done. Each party hereto agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Notes. ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions. 9% Coinmach Corp. Notes means the notes issued pursuant to the indenture, dated as
of January 25, 2002, by and among Coinmach Corp., as issuer, the guarantors party thereto, and U.S.
Bank, N.A., as trustee. Acquired Indebtedness means Indebtedness of a Person or any of its Subsidiaries
existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it
merges or consolidates with or into the Company or any of its Subsidiaries or assumed in connection
with the acquisition of assets from such Person and in each case not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary of the Company or such acquisition, and which Indebtedness is without recourse to the
Company or any of its Subsidiaries or to any of their respective properties or assets other than
the Person or the assets to which such Indebtedness related prior to the time such Person becomes a
Restricted Subsidiary of the Company or the time of such acquisition, merger or consolidation.




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Additional IDS Notes means Additional Notes that may be issued in connection with
issuances or sales of IDSs. Additional Notes has the meaning provided in Section 2.02 and means any Notes issued
after the Issue Date from time to time in accordance with the terms of this Indenture, including,
without limitation, the provisions of Sections 2.02 and 4.12. Administrative Agent means the administrative agent under the Credit Agreement. Affiliate means, with respect to any specified Person, any other Person who directly
or indirectly through one or more intermediaries controls, or is controlled by, or is under common
control with, such specified Person. The term control means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise; and the terms
controlling and controlled have meanings correlative of the foregoing. Affiliate Transaction has the meaning provided in Section 4.11(a). Agent means any Registrar, Paying Agent or co-Registrar. Agent Members has the meaning provided in Section 2.01 and means, with respect to
the Depository, a Person who has an account with the Depository. Applicable Procedures means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depository that apply to
such transfer or exchange. Asset Acquisition means (a) an Investment by the Company or any Restricted
Subsidiary of the Company in any other Person pursuant to which such Person shall become a
Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be
merged with or into the Company or any Restricted Subsidiary of the Company, or (b) the acquisition
by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than
a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of
such Person or comprise any division or line of business of such Person or any other properties or
assets of such Person other than in the ordinary course of business. Asset Sale means any direct or indirect sale, issuance, conveyance, transfer, lease
(other than operating leases entered into in the ordinary course of business), assignment or other
transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and
Leaseback Transaction) to any Person of (a) any Capital Stock of any Restricted -2-




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Subsidiary of the Company; or (b) any other property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of business;
provided, however, that asset sales or other dispositions shall not include (i) a
transaction or series of related transactions for which the Company or its Restricted Subsidiaries
receive aggregate consideration of less than $5,000,000; (ii) the sale, lease, conveyance,
disposition or other transfer of all or substantially all of the assets of the Company as permitted
under Article Five; (iii) any Restricted Payment permitted under Section 4.10 or any Permitted
Investment; (iv) sales of franchises or the sale or lease of equipment, receivables or other assets
acquired and held for resale, in all cases in the ordinary course of business; (v) any sale of
Capital Stock or Indebtedness or other securities of an Unrestricted Subsidiary; (vi) any sale or
transfer of properties or assets by the Company or a Restricted Subsidiary to the Company or any
other Restricted Subsidiary; and (vii) sales or grants of licenses or similar rights in the
ordinary course of business in respect of the Companys or any Restricted Subsidiarys intellectual
property. Authenticating Agent has the meaning provided in Section 2.02. Authority means any nation or government, any state or other political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government. Bankruptcy Law means Title 11, U.S. Code or any similar federal, state or foreign
law for the relief of debtors. Board of Directors means, as to any Person, the board of directors of such Person or
any duly authorized committee thereof. Board Resolution means, with respect to any Person, a copy of a resolution certified
by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of
Directors of such Person and to be in full force and effect on the date of such certification, and
delivered to the Trustee. Business Day means a day that is not a Legal Holiday. Capital Expenditures means, for any period, without duplication, the sum of: (1) the aggregate amount of all expenditures of any Person and its Restricted
Subsidiaries for property, plant and equipment (excluding any property, plant and equipment
acquired in connection with acquisitions, including advance location payments to location
owners and excluding expenditures relating to additions to net assets related to
acquisitions of businesses) that are recorded as fixed or capital assets made during such
period which, in accordance with GAAP, would be classified as capital expenditures, and -3-




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(2) the aggregate amount of all cash payments made during such period in respect of any
Capitalized Lease Obligation allocable to the principal component thereof; provided that the term Capital Expenditures shall not include (a) expenditures and
payments made since the Issue Date in an aggregate amount not to exceed $35,000,000; (b)
expenditures made in connection with the replacement, substitution or restoration of assets (i) to
the extent financed from insurance proceeds paid on account of the loss of or damage to the assets
being replaced or restored or (ii) with awards of compensation arising from the taking by eminent
domain or condemnation of the assets being replaced; (c) the purchase price of equipment that is
purchased simultaneously with the trade-in of existing equipment to the extent that the gross
amount of such purchase price is reduced by the credit granted by the seller of such equipment for
the equipment being traded in at such time; (d) a Capitalized Lease Obligation paid in respect of
equipment that is leased in substitution for, or as replacement in connection with the trade-in of,
existing similar equipment; (e) the purchase of plant, property or equipment made within one year
of the sale of any asset in replacement of such asset to the extent purchased with the proceeds of
such sale, and a Capitalized Lease Obligation paid in respect of such replaced asset; and (f)
expenditures for property, plant and equipment that are financed to the extent of such financing,
provided that all cash payments made during such period in respect of such financing and
allocable to the principal component thereof shall be treated as a Capital Expenditure for such
period. Capital Stock means (i) with respect to any Person that is a corporation, any and
all shares, interests, participations or other equivalents (however designated and whether or not
voting) of corporate stock, including each class of Common Stock and Preferred Stock of such
Person, and (ii) with respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person. Capitalized Lease Obligation means, as to any Person, the obligations of such Person
under a lease that are required to be classified and accounted for as capital lease obligations
under GAAP and, for purposes of this definition, the amount of such obligations at any date shall
be the capitalized amount of such obligations at such date, determined in accordance with GAAP. Carry-Over Dividend Basket shall initially equal $30,000,000; provided that (a) if during any fiscal quarter the aggregate amount of dividends paid on the
Companys Class A Common Stock pursuant to clause (7) of the second paragraph of Section
4.10 is less than the Quarterly Base Dividend Level calculated for such fiscal quarter, an
amount equal to the difference between (1) the Quarterly Base Dividend Level for such fiscal
quarter and (2) the aggregate amount of dividends paid on the Companys Common Stock during
such fiscal quarter shall be added to the Carry-Over Dividend Basket as of the last day of
such fiscal quarter; -4-




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(b) if during any fiscal quarter the Companys Consolidated Interest Expense exceeds
Distributable Cash Flow (the Excess Amount) for such fiscal quarter, the
Carry-Over Dividend Basket shall be reduced by such Excess Amount as of the last day of such
fiscal quarter; and (c) at the end of each fiscal quarter the Carry-Over Dividend Basket shall be reduced
by an amount equal to all dividends paid in reliance on clause (8) of the second paragraph
of Section 4.10 during such fiscal quarter. Cash Equivalents means (i) marketable direct obligations issued by, or
unconditionally Guaranteed by, the United States Government or issued by any agency thereof and
backed by the full faith and credit of the United States, in each case maturing within one year
from the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition thereof and, at the
time of acquisition, having one of the two highest ratings obtainable from either Standard & Poors
Ratings Group (S&P) or Moodys Investors Service, Inc. (Moodys); (iii)
commercial paper maturing no more than one year from the date of creation thereof and, at the time
of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moodys; (iv)
certificates of deposit or bankers acceptances maturing within one year from the date of
acquisition thereof issued by any bank organized under the laws of the United States of America or
any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the
date of acquisition thereof combined capital and surplus of not less than $250,000,000; (v)
repurchase obligations with a term of not more than seven days for underlying securities of the
types described in clause (i) above entered into with any bank meeting the qualifications specified
in clause (iv) above; and (vi) investments in money market funds which invest substantially all
their assets in securities of the types described in clauses (i) through (v) above. Change of Control means the occurrence of one or more of the following events: (i)
any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act),
other than Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of
all shares that such Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of a majority of the total outstanding
Voting Stock of the Company as measured by voting power; provided that there shall be no
Change of Control pursuant to this clause (i) if the Permitted Holders continue to have the right
or ability by voting power, contract or otherwise to elect or designate for election a majority of
the Board of Directors of the Company; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election to such Board of Directors, or whose nomination for
election by the stock- -5-




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##### 



holders of the Company, was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a majority of such
Board of Directors then in office; provided, however, there shall be no Change of
Control pursuant to this clause (ii) if during such two-year period the Permitted Holders continue
to own, directly or indirectly, a majority of the Voting Stock of the Company as measured by voting
power; or (iii) any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company to any Person or
group, together with any Affiliates thereof (whether or not otherwise in compliance with the
provisions of this Indenture) that are not controlled, directly or indirectly, by the Permitted
Holders; or (iv) at any time prior to the occurrence of a Merger Event, the Company shall fail to
own, directly or indirectly, at least 99% of the Capital Stock of Coinmach Corp. Change of Control Date has the meaning provided in Section 4.15(b). Change of Control Offer has the meaning provided in Section 4.15(a). Change of Control Payment Date has the meaning provided in Section 4.15(b)(2). Class A Common Stock means the Class A common stock of the Company, par value $0.01
per share. Class B Common Stock means the Class B common stock of the Company, par value $0.01
per share. Coinmach Corp. means Coinmach Corporation, a Delaware corporation. Collateral means Collateral as such term is defined in the Security Agreement and as
such term is defined in the Pledge Agreement and in each case any other property, whether now owned
or hereafter acquired, upon which a Lien securing the Obligations of the Company under the Notes or
this Indenture or of Laundry Corp. under its Subsidiary Guarantee is granted or purported to be
granted under any Collateral Agreement. After the occurrence of the Merger Event, Collateral
shall only consist of the Post-Merger Event Collateral so long as the Liens created by the
Collateral Agreements shall not have been released pursuant to Section 11.06(a)(i), (ii) or (iii). Collateral Agent means the party named as such in this Indenture until a successor
replaces it in accordance with the provisions of this Indenture and thereafter means such
successor. Collateral Agreements means (i) prior to the occurrence of the Merger Event, the
Security Agreement, the Pledge Agreement and each other agreement, including -6-




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any Mortgage, pursuant to which a Lien is granted or purported to be granted by either the
Company on any of its assets to secure its Obligations in respect of the Notes or the Indenture or
Laundry Corp. on any of its assets to secure its Obligations in respect of its Subsidiary Guarantee
or the Indenture and (ii) subsequent to the Merger Event, the Post-Merger Event Pledge Agreement,
in each case as the same may be in force from time to time. Common Stock of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting or non-voting) of,
such Persons common stock, whether outstanding on the Issue Date or issued after the Issue Date,
and includes, without limitation, all series and classes of such common stock. Company means the party named as such in this Indenture until a successor replaces
it pursuant to this Indenture and thereafter means such successor. 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 the Notes to be redeemed 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 redemption date, (i) the
average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations. Consolidated EBITDA means, with respect to any Person, for any period, the sum
(without duplication) of: (i) Consolidated Net Income, and (ii) to the extent Consolidated Net Income has been reduced thereby (a) all income
taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP
for such period (other than income taxes attributable to extraordinary, unusual or
nonrecurring gains or losses or taxes attributable to sales or dispositions of assets
outside the ordinary course of business), (b) Consolidated Interest Expense, and (c)
Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for
such period, all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in
accordance with GAAP. -7-




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Consolidated Fixed Charge Coverage Ratio means, with respect to any Person, the
ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the Four
Quarter Period) ending on or prior to the date of the transaction or event giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio for which internal financial
statements are available (the Transaction Date) to Consolidated Fixed Charges of such
Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for
purposes of this definition, Consolidated EBITDA and Consolidated Fixed Charges shall be
calculated after giving effect on a pro forma basis for the period of such calculation to: (i) the incurrence or repayment of any Indebtedness of such Person or any of its
Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the
need to make such calculation and any incurrence or repayment of other Indebtedness (and the
application of the proceeds thereof), other than the incurrence or repayment of Indebtedness
in the ordinary course of business for working capital purposes pursuant to working capital
facilities, occurring during the Four Quarter Period or at any time subsequent to the last
day of the Four Quarter Period and on or prior to the Transaction Date, as if such
incurrence or repayment, as the case may be (and the application of the proceeds thereof),
occurred on the first day of the Four Quarter Period, and (ii) any asset sales or other dispositions or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such calculation as a
result of such Person or one of its Restricted Subsidiaries (including any Person who
becomes a Restricted Subsidiary as a result of any such Asset Acquisition) incurring,
assuming or otherwise being liable for Acquired Indebtedness during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date), as if such asset sale or other disposition or Asset Acquisition
(including the incurrence, assumption or liability for any such Indebtedness or Acquired
Indebtedness and also including any Consolidated EBITDA associated with such Asset
Acquisition) occurred on the first day of the Four Quarter Period, and including any pro
forma expense and cost reductions calculated on a basis consistent with Regulation S-X under
the Exchange Act; provided that the Consolidated EBITDA of any Person acquired shall
be included only to the extent includible pursuant to the definition of Consolidated Net
Income. If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees
Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such
Guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly
incurred or otherwise assumed such Guaranteed Indebtedness. -8-




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Furthermore, in calculating Consolidated Fixed Charges for purposes of determining the
denominator (but not the numerator) of this Consolidated Fixed Charge Coverage Ratio, (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date (including Indebtedness actually incurred on the Transaction Date) and
which will continue to be so determined thereafter shall be deemed to have accrued at a
fixed rate per annum equal to the average rate of interest on such Indebtedness during the
Four Quarter Period ending on or prior to the Transaction Date; and (2) notwithstanding clause (1) above, interest on Indebtedness determined on a
fluctuating basis, to the extent such interest is covered by agreements relating to Interest
Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving
effect to the operation of such agreements. Consolidated Fixed Charges means, with respect to any Person for any period, the
sum, without duplication, of (i) Consolidated Interest Expense plus (ii) the product of (x) the
amount of all dividend payments on any series of Preferred Stock of such Person (other than
dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued during
such period times (y) a fraction, the numerator of which is one and the denominator of which is one
minus the then current effective consolidated federal, state and local tax rate of such Person,
expressed as a decimal. Consolidated Interest Expense means, with respect to any Person for any period, the
aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period,
on a consolidated basis, as determined in accordance with GAAP, excluding amortization or write-off
of deferred financing costs and debt issuance costs of such Person and its consolidated Restricted
Subsidiaries during such period and any premium or penalty paid in connection with redeeming or
retiring Indebtedness of such Person and its consolidated Restricted Subsidiaries prior to the
stated maturity thereof pursuant to the agreements governing such Indebtedness and including,
without duplication, (a) all amortization of original issue discount; (b) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period; (c) net cash costs under all Interest Swap
Obligations (including amortization of fees), other than any cash costs paid to unwind Interest
Rate Obligations existing on and prior to the Issue Date; (d) all capitalized interest; and (e) the
interest portion of any deferred payment obligations for such period. Consolidated Net Income means, with respect to any Person, for any period, the
aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a
consolidated basis, determined in accordance with GAAP; provided that there shall be
excluded therefrom (a) after-tax gains and losses from Asset Sales or abandonments or re- -9-




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serves relating thereto, (b) after-tax items classified as extraordinary or nonrecurring
gains, (c) the net income (but not loss) of any Restricted Subsidiary of the referent Person to the
extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of
that income is restricted by a contract, operation of law or otherwise, (d) the net income of any
Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash
dividends or distributions paid to the referent Person or to a Wholly Owned Restricted Subsidiary
of the referent Person by such Person, (e) any restoration to income of any material contingency
reserve, except to the extent that provision for such reserve was made out of Consolidated Net
Income accrued at any time following the Issue Date, (f) income or loss attributable to
discontinued operations (including, without limitation, operations disposed of during such period
whether or not such operations were classified as discontinued), (g) all gains and losses realized
on or because of the purchase or other acquisition by such Person or any of its Restricted
Subsidiaries of any securities of such Person or any of its Restricted Subsidiaries, (h)
amortization charges resulting from purchase accounting adjustments with respect to transactions
prior to the Issue Date, (i) in the case of a successor to the referent Person by consolidation or
merger or as a transferee of the referent Persons assets, any earnings of the successor
corporation prior to such consolidation, merger or transfer of assets, (j) write downs resulting
from the impairment of intangible assets, (k) the amount of amortization or write-off of deferred
financing costs and debt issuance costs of such Person and its consolidated Restricted Subsidiaries
during such period and any premium or penalty paid in connection with redeeming or retiring
indebtedness of such Person and its consolidated Restricted Subsidiaries prior to the stated
maturity thereof pursuant to the agreements governing such Indebtedness, (l) costs paid to unwind
Interest Rate Obligations existing on and prior to the Issue Date, and (m) non-cash charges related
to employee compensation. Consolidated Non-Cash Charges means, with respect to any Person for any period, the
aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted
Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for
such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges
constituting an extraordinary item or loss or any such charge which requires an accrual of or a
reserve for cash charges for any future period). Covenant Defeasance has the meaning provided in Section 8.01(c). Credit Agreement means 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 and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as
administrative agent and collateral agent, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each case as such
agreements may be amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed,
repaid or extended from time to time (whether in -10-




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##### 



whole or in part and whether with the original agents and lenders or other agents and lenders
or otherwise including, without limitation, under any high yield financing), including, without
limitation, to increase the amount of available borrowings thereunder (provided that any
Indebtedness incurred pursuant to such increase is permitted under Section 4.12) or to add
Restricted Subsidiaries of the Company as additional borrowers or Restricted Subsidiaries of the
Company or other Persons as additional guarantors thereunder. Credit Agreement Collateral Agent means the collateral agent under the Credit
Agreement. Currency Agreement means any foreign exchange contract, currency swap agreement or
other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary
of the Company against fluctuations in currency values. Custodian means any receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law. 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. Depository or DTC means The Depository Trust Company, its nominees and
successors. Disproportionality Test means, as of any date, that either (i) at least 40% of the voting power and value of the Companys then outstanding Common
Stock is held separate and apart from any debt security of the Company or its Subsidiaries
and not as part of the IDSs or any other units that include a debt instrument of the Company
or its Subsidiaries; provided that the voting power and value of Common Stock held
by Parent, GTCR-CLC, LLC, persons controlling or controlled by them, or affiliates of any of
such entities or persons shall be considered held separate and apart from any such debt
securities, IDSs or other such units only to the extent that the ownership by such entities
and persons of the Common Stock of the Company, measured as the lesser of the percentages of
the aggregate value or voting power of such entities and persons, exceeds the ownership by
such entities and persons of Notes, including Additional Notes, if any, and other
indebtedness of the Company and its Subsidiaries that ranks pari passu with the Notes,
measured as a percentage of the aggregate principal amount of such Notes and other debt; or (ii) at least 40% in aggregate principal amount of the then outstanding Notes
(including Additional Notes, if any) is held separate and apart from any Capital Stock of
the Company or its Subsidiaries and not as part of the IDSs or any other units that include
any Capital Stock of the Company or its Subsidiaries; provided that Notes -11-




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##### 



held by Parent, GTCR-CLC, LLC, persons controlling or controlled by them, or affiliates
of any of such entities or persons shall be considered held separate and apart from any such
Capital Stock, IDSs or other such units only to the extent that ownership of the Notes by
such entities and persons, measured as a percentage of the aggregate principal amount of the
Notes, exceeds the ownership by such entities and persons of the Companys then outstanding
Common Stock, measured as the greater of the percentages of the aggregate value or voting
power. Disqualified Capital Stock means that portion of any Capital Stock (other than the
Class B Common Stock) which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder thereof), or upon the
happening of any event (other than an event which would constitute a Change of Control), matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at
the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of
Control) on or prior to the final maturity date of the Notes for cash. Distributable Cash Flow means, as of any date of determination, Consolidated EBITDA
of the Company for the most recent fiscal quarter prior to such date of determination for which
internal financial statements are available (less Consolidated Net Income used to make a Restricted
Payment in reliance on and calculated in accordance with clause (iii)(w) of the first paragraph of
Section 4.10) minus (1) the sum, without duplication, of: (a) cash tax payments in respect of federal and state income taxes, (b) Capital Expenditures, (c) cash principal payments on any Indebtedness of the Company or its Restricted
Subsidiaries (other than (i) payments on intercompany obligations, (ii) payments made from
amounts borrowed pursuant to Indebtedness or amounts received from the issuance or sale of
Qualified Capital Stock, in each case that has refinanced, renewed or replaced such repaid
Indebtedness in such period, (iii) payments made on Indebtedness under working capital
facilities to the extent such amounts remain available to be reborrowed and (iv) payments
made to redeem 9% Coinmach Corp. Notes or repay borrowings outstanding under the Credit
Agreement, in each case pursuant to the Transactions), (d) net changes in Working Capital and (e) extraordinary cash charges, plus -12-




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(2) the sum of: (a) cash tax refunds in respect of federal and state income taxes and (b) extraordinary cash gains, in each case of the Company on a consolidated basis for or in such fiscal quarter. Domestic Restricted Subsidiary means any Restricted Subsidiary of the Company
incorporated or otherwise organized or existing under the laws of the United States, any state
thereof or the District of Columbia. Event of Default has the meaning provided in Section 6.01. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor
statute or statutes thereto. Exchange Notes means Additional Notes, if any, issued under Section 2.02 pursuant to
a Registration Rights Agreement. Exchange Offer means the registration by the Company under the Securities Act
pursuant to a registration statement of the offer by the Company to each Holder of Additional
Notes, if any, to exchange all such Additional Notes held by such Holder for the Exchange Notes in
an aggregate principal amount equal to the aggregate principal amount of such Additional Notes held
by such Holder, all in accordance with the terms and conditions of a Registration Rights Agreement. Fair Market Value means, with respect to any asset or property, the price which
could be negotiated in an arms-length, free market transaction, for cash, between a willing seller
and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the
transaction. Fair Market Value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors
of the Company delivered to the Trustee. First Four Dividend Payments means the dividend payments contemplated to be made by
the Company on the Class A Common Stock on March 1, 2005, June 1, 2005, September 1, 2005 and
December 1, 2005 for the partial quarterly dividend payment period ending December 31, 2004 and the
full quarterly dividend payment periods ending March 31, 2005, June 30, 2005 and September 30,
2005, provided that the dollar amount of such dividend payments shall not exceed (i) if the
Over-Allotment Option is not exercised, $12,934,003.50, (ii) if the Over-Allotment Option is
exercised in full, $14,874,103.30 and (iii) if the Over-Allotment Option is exercised in part, the
proportion of the amount set forth in -13-




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clause (ii) that is allocable to the Class A Common Stock underlying the IDSs with respect to
which the Over-Allotment Option was exercised. GAAP means accounting principles generally accepted in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be approved by a
significant segment of the accounting profession of the United States, which are in effect as of
the Issue Date. Global IDS has the meaning provided in Section 2.17. Global Note has the meaning provided in Section 2.01. Guarantee means, as applied to any obligation of another Person, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner, of any part or all of such obligation, (ii) any
direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the
effect of guaranteeing the obligations of any other Person in any manner and (iii) an agreement of
a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure
in any way the payment or performance (or payment of damages in the event of non-performance) of
all or any part of such obligation of another Person (and Guaranteed, Guaranteeing and
Guarantor shall have meanings correlative to the foregoing). Holder means the Person in whose name a Note is registered on the Registrars books. IDS means a security issued or to be issued by the Company, representing (1) one
share of Class A Common Stock of the Company and (2) $6.14 aggregate principal amount of Notes,
Non-OID Additional Notes or OID Exchange Units, as the case may be (or a combination thereof), as
may be adjusted from time to time in accordance with the provisions of this Indenture. IDS Transfer Agent has the meaning provided in Section 2.17. incur has the meaning provided in Section 4.12(a). Indebtedness means with respect to any Person, without duplication, (i) all Obligations of such Person for borrowed money, (ii) all Obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, -14-




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(iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all Obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities arising in the
ordinary course of business that are not overdue by 90 days or more or are being contested
in good faith by appropriate proceedings promptly instituted and diligently conducted and
any deferred purchase price represented by earn-outs consistent with the Companys past
practice), (v) all Obligations for the reimbursement of any obligor on any letter of credit,
bankers acceptance or similar credit transaction, (vi) Guarantees and other contingent obligations in respect of Indebtedness referred to
in clauses (i) through (v) above and clause (viii) below, (vii) all Obligations of any other Person of the type referred to in clauses (i)
through (vi) which are secured by any Lien on any property or asset of such Person, the
amount of such Obligation being deemed to be the lesser of the fair market value of such
property or asset or the amount of the Obligation so secured, (viii) all Obligations under currency agreements and interest swap agreements of such
Person and (ix) all Disqualified Capital Stock issued by such Person with the amount of
Indebtedness represented by such Disqualified Capital Stock being equal to the greater of
its voluntary or involuntary liquidation preference and its maximum fixed repurchase price,
but excluding accrued dividends, if any. For purposes hereof, the maximum fixed repurchase price of any Disqualified Capital Stock which
does not have a fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on
which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair
market value shall be determined reasonably and in good faith by the Board of Directors of the
issuer of such Disqualified Capital Stock. Indenture means this Indenture, as amended or supplemented from time to time in
accordance with the terms hereof. Independent Financial Advisor means an investment banking firm (i) which does not,
and whose directors, officers and employees or Affiliates do not, have a direct or indirect
financial interest in the Company and (ii) which, in the judgment of the Board of Di- -15-




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rectors of the Company, is otherwise independent and qualified to perform the task for which
it is to be engaged. Independent Investment Banker means one of the Reference Treasury Dealers appointed
by the Trustee as directed by the Company. Initial Notes has the meaning provided in the Recitals to this Indenture. Institutional Accredited Investor means an institution that is an accredited
investor as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. Intercompany Note means that certain intercompany note in an initial aggregate
principal amount of $79,539,998.81 to be issued by Coinmach Corp. to the Company on the Issue Date,
together with any additional intercompany note or notes evidencing Indebtedness owed by Coinmach
Corp. to the Company, in each case providing for termination upon the occurrence of the Merger
Event. Intercompany Note Guaranty has the meaning specified in the Intercompany Note. Intercompany Note Guarantor has the meaning specified in the Intercompany Note. Intercompany Note Obligor has the meaning provided in Section 4.12(b). Intercreditor Agreement means the Intercreditor Agreement among the Credit Agreement
Collateral Agent, the Collateral Agent and Laundry Corp., dated as of the Issue Date, substantially
in the form of Exhibit J hereto, as amended, supplemented or modified from time to time in
accordance with its terms. Interest Coverage Test means that, as of any date of determination, (1) the Companys Consolidated Interest Expense was less than 90% of its Distributable
Cash Flow for the most recent fiscal quarter for which internal financial statements are
available; and (2) the Company reasonably and in good faith determines that both (i) it and its
Restricted Subsidiaries have cash or borrowings available under committed financing
arrangements that do not become due and payable within the next four fiscal quarters in an
amount greater than the Companys reasonably anticipated Consolidated Interest Expense for
the next two succeeding fiscal quarters on the Companys and its Restricted Subsidiaries
then outstanding Indebtedness and any Indebtedness that they intend to incur in the next two
succeeding fiscal quarters; and (ii) amounts actually -16-




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available to the Company from its Restricted Subsidiaries at such date, taken together
with amounts expected to be received by it under the Intercompany Note over the next two
succeeding fiscal quarters, will be sufficient to make cash interest payments on all
Indebtedness of the Company then outstanding and any Indebtedness it intends to incur in the
next two succeeding fiscal quarters. Interest Payment Date means the stated maturity of an installment of interest on the
Notes. Interest Swap Obligations means the obligations of any Person pursuant to any
arrangement with any other Person whereby, directly or indirectly, such Person is entitled to
receive from time to time periodic payments calculated by applying either a floating or a fixed
rate of interest on a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same notional amount
and shall include, without limitation, interest rate swaps, caps, floors, collars and similar
agreements. Investment means, with respect to any Person, any direct or indirect loan or other
extension of credit (including, without limitation, a Guarantee) or capital contribution to (by
means of any transfer of cash or other property to others or any payment for property or services
for the account or use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any
Person. Investment shall exclude extensions of trade credit by the Company and its Restricted
Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the
Company or such Restricted Subsidiaries, as the case may be. For the purposes of Section 4.10, (i)
Investment shall include and be valued at the Fair Market Value of the net assets of any
Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted
Subsidiary and shall exclude the fair market value of the net assets of any Unrestricted Subsidiary
at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary and (ii) the
amount of any Investment shall be the original cost of such Investment plus the cost of all
additional Investments by the Company or any of its Restricted Subsidiaries, without any
adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment, reduced by the payment of dividends or distributions in connection with
such Investment or any other amounts received in respect of such Investment; provided that
no such payment of dividends or distributions or receipt of any such other amounts shall reduce the
amount of any Investment if such payment of dividends or distributions or receipt of any such
amounts would be included in Consolidated Net Income. If the Company or any Restricted Subsidiary
of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or disposition, the
Company no longer owns, directly or indirectly, 100% of the outstanding Common Stock of such
Restricted Subsidiary, the Company shall be deemed to have made an Investment on the date of any
such -17-




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sale or disposition equal to the fair market value of the Common Stock of such Restricted
Subsidiary not sold or disposed of. Issue Date means the date of original issuance of the Initial Notes. Laundry Corp. means Coinmach Laundry Corporation, a Delaware corporation. Legal Defeasance has the meaning provided in Section 8.01(b). Legal Holiday has the meaning provided in Section 12.07. Legal Requirements means, at any time, any and all judicial and administrative
rulings and decisions, and any and all Federal, state and local laws, ordinances, rules,
regulations, permits and certificates, of any Authority, in each case applicable, at such time to
the Company, the Subsidiary Guarantors or the Collateral (or the ownership or use thereof). Lenders means the lenders under the Credit Agreement. Lien means any lien, mortgage, deed of trust, pledge, security interest, charge or
encumbrance of any kind (including any conditional sale or other title retention agreement, any
lease in the nature thereof and any agreement to give any security interest). After the occurrence
of a Merger Event, Lien shall include Post Merger Event Liens. Maturity Date means December 1, 2024. Merger Event means either (1) the consolidation or merger of the Company and Laundry
Corp. with and into Coinmach Corp., or (2) the consolidation or merger of Laundry Corp. and
Coinmach Corp. with and into the Company. Mortgage means an agreement, including, but not limited to, a mortgage, deed of
trust or deed to secure debt creating and evidencing a Lien on a Mortgaged Property, which shall be
prepared by counsel to the Company and in customary form, with such schedules and including such
provisions as shall be necessary to conform such document to applicable law or as shall be
customary under applicable law. Mortgaged Property means the Real Property, if any, which shall be subject to a
Mortgage delivered after the Issue Date pursuant to Section 4.26. Net Cash Proceeds means, with respect to any Asset Sale, the proceeds in the form of
cash or Cash Equivalents including payments in respect of deferred payment obligations when
received in the form of cash or Cash Equivalents (other than the portion of any such deferred
payment constituting interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of (a) reasonable out-of-pocket expenses and fees relat- -18-




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ing to such Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions), (b) taxes paid or payable after taking into account any
reduction in consolidated tax liability due to available tax credits or deductions and any tax
sharing arrangements, (c) repayment of Indebtedness that is secured by the property or assets that
are the subject of such Asset Sale and is required to be repaid in connection with such Asset Sale
and (d) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset
Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset
Sale, including, without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale. Net Proceeds Offer has the meaning provided in Section 4.16(a). Net Proceeds Offer Amount has the meaning provided in Section 4.16(a). Net Proceeds Offer Payment Date has the meaning provided in Section 4.16(a). Net Proceeds Offer Trigger Date has the meaning provided in Section 4.16(a). Non-OID Additional Notes has the meaning provided in Section 4.25(a). Non-U.S. Person means a Person who is not a U.S. person, as defined in Regulation S. Note Lien means any Lien on the Collateral in favor of the Trustee and the Holders
securing the Obligations of the Company and Laundry Corp. under or in respect of this Indenture,
the Notes, the Subsidiary Guarantee of Laundry Corp. and the Collateral Agreements. Notes has the meaning provided in the preamble to this Indenture and means the
Initial Notes and the Additional Notes, if any, treated as a single class of securities, as amended
or supplemented from time to time in accordance with the terms hereof, that are issued pursuant to
this Indenture. Obligations means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness. Officer means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Chief Financial Officer, the -19-




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Treasurer, the Controller or the Secretary of such Person, or any other officer designated by
the Board of Directors serving in a similar capacity. Officers Certificate means, with respect to any Person, a certificate signed by two
Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of such
Person and otherwise complying with the requirements of Sections 12.04 and 12.05, as they relate to
the making of an Officers Certificate. Offshore Physical Notes has the meaning provided in Section 2.01. OID means original issue discount as defined in Section 1273(a) of Internal
Revenue Code of 1986, as amended. OID Exchange has the meaning provided in Section 4.25(a). OID Exchange Units has the meaning provided in Section 4.25(a). Opinion of Counsel means a written opinion from legal counsel, who may be counsel
for the Company, complying with the requirements of Sections 12.04 and 12.05 as they relate to the
giving of an Opinion of Counsel. Over-Allotment Option means the over-allotment option granted to the underwriters of
the Initial Notes to purchase up to 2,749,999 additional IDSs to cover overallotments not later
than 30 days after the date of the Prospectus. Parent means Coinmach Holdings, LLC, a Delaware limited liability company. Paying Agent has the meaning provided in Section 2.03. Permitted Holders means (i) GTCR-CLC, LLC or any Affiliate thereof and (ii) members
of management and directors of the Company as of the Issue Date. Permitted Indebtedness means, without duplication, each of the following: (i) Indebtedness under (a) the Notes issued on the Issue Date and the Notes issued in
connection with the exercise of the Over-Allotment Option in an aggregate principal amount
not to exceed $149,451,658.54 and (b) the Subsidiary Guarantees in respect thereof; (ii) Indebtedness incurred pursuant to the Credit Agreement in an aggregate principal
amount at any time outstanding not to exceed the greater of (a) $350,000,000, less the
amount of repayments actually made by the Company or any Restricted Subsidiary since the
Issue Date with Net Cash Proceeds of an Asset -20-




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Sale in respect of Indebtedness under the Credit Agreement and (b) the product of 3.0
multiplied by the Consolidated EBITDA of the Company during the four full fiscal quarters
ending on the last day of the most recent fiscal quarter for which internal financial
statements are available; (iii) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on
the Issue Date; (iv) Interest Swap Obligations of the Company or any Restricted Subsidiary of the
Company covering Indebtedness of the Company or any of its Restricted Subsidiaries;
provided, however, that such Interest Swap Obligations are entered into for the purpose of
fixing or hedging interest rates with respect to any fixed or variable rate Indebtedness
that is permitted by this Indenture to be outstanding to the extent that the notional amount
of any such Interest Swap Obligation does not exceed the principal amount of Indebtedness to
which such Interest Swap Obligation relates; (v) Indebtedness under Currency Agreements; provided that in the case of Currency
Agreements which relate to Indebtedness, such Currency Agreements do not increase the
Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a
result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities
and compensation payable thereunder; (vi) Indebtedness of a Wholly Owned Restricted Subsidiary of the Company to the Company
or to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness
is held by the Company or a Wholly Owned Restricted Subsidiary of the Company, in each case
subject to no Lien held by a Person other than the Company or a Wholly Owned Restricted
Subsidiary of the Company (except for the Liens in favor of the Collateral Agent for the
benefit of the Holders of Notes, the Trustee and the Collateral Agent and Permitted Liens of
the type described in clause (xvi) of the definition of Permitted Liens); provided
that if as of any date any Person other than the Company or a Wholly Owned Restricted
Subsidiary of the Company owns or holds any such Indebtedness or holds any such Lien in
respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not
constituting Permitted Indebtedness by the issuer of such Indebtedness; (vii) Indebtedness of the Company to a Wholly Owned Restricted Subsidiary of the
Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of
the Company subject to no Lien (except for the Liens in favor of the Collateral Agent for
the benefit of the Holders of Notes, the Trustee and the Collateral Agent and Permitted
Liens of the type described in clause (xvi) of the definition of Permitted Liens);
provided that (a) any such Indebtedness is unsecured and subordinated, pursuant to a written
agreement, to the Companys obligations under this Indenture and the Notes and (b) if as of
any date any Person other than a Wholly -21-




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Owned Restricted Subsidiary of the Company owns or holds any such Indebtedness or any
Person holds any such Lien in respect of such Indebtedness, such date shall be deemed the
incurrence of Indebtedness not constituting Permitted Indebtedness by the Company; (viii) Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of business; provided,
however, that such Indebtedness is extinguished within two Business Days of incurrence; (ix) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of
bankers acceptances or represented by letters of credit for the account of the Company or
such Restricted Subsidiary, as the case may be, in connection with self-insurance or similar
requirements, security for workers compensation claims, completion guarantees, appeal
bonds, bid and surety bonds, insurance obligations or bonds, and performance bonds and
similar bonds or obligations, all incurred in the ordinary course of business (including,
without limitation, to maintain any license or permits); (x) Indebtedness represented by Capitalized Lease Obligations and Purchase Money
Indebtedness of the Company and its Restricted Subsidiaries incurred in the ordinary course
of business (including Refinancings thereof that do not result in an increase in the
aggregate principal amount of Indebtedness of such Person as of the date of such proposed
Refinancing (plus the amount of any premium required to be paid under the terms of the
instrument governing such Indebtedness and plus the amount of reasonable expenses incurred
by the Company in connection with such Refinancing)) not to exceed $35,000,000 at any one
time outstanding; (xi) Refinancing Indebtedness; (xii) Guarantees by the Company or a Restricted Subsidiary of Indebtedness incurred by
the Company or a Restricted Subsidiary so long as the incurrence of such Indebtedness by the
Company or any such Restricted Subsidiary is otherwise permitted by the terms of this
Indenture; (xiii) Indebtedness arising from agreements of the Company or a Domestic Restricted
Subsidiary providing for indemnification, adjustment of purchase price or similar
obligations, in each case, incurred in connection with the disposition of any business,
assets or Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring
all or any portion of such business, assets or Subsidiary for the purpose of financing such
acquisition; provided that the maximum aggregate liability in respect of all such
Indebtedness shall at no time exceed the gross proceeds actually re- -22-




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ceived by the Company and such Domestic Restricted Subsidiary in connection with such
disposition; (xiv) Indebtedness represented by Additional IDS Notes; provided that (a) as of the most recent fiscal quarter ending immediately prior to the date
of issuance of such Additional IDS Notes for which internal financial statements are
available and pro forma for the issuance of the IDSs of which such Additional IDS
Notes form a part and the application of the proceeds from the sale of such IDSs,
the Company would have been permitted under clause (7) of the second paragraph of
Section 4.10 to pay a per share dividend with respect to all Class A Common Stock in
an amount not less than the average per share dividend declared by the Companys
Board of Directors with respect to the Class A Common Stock for such fiscal quarter
and the fiscal quarter immediately preceding such fiscal quarter, as adjusted for
any separation, combination, reclassification or other like event with respect to
the Class A Common Stock, and (b) as of any date of determination, the Companys Consolidated Interest
Expense, pro forma for the issuance of the IDSs as if they had been issued at the
beginning of the applicable four-quarter period, would have been less than 90% of
its Distributable Cash Flow for the most recently ended four full fiscal quarter
period for which internal financial statements are available; (xv) notwithstanding anything to the contrary contained in clauses (xii) and (xiv)
hereof, Indebtedness arising from the Subsidiary Guarantees by the Subsidiary Guarantors;
and (xvi) additional Indebtedness of the Company and its Restricted Subsidiaries in an
aggregate principal amount not to exceed $35,000,000 at any one time outstanding (which
amount may, but need not, be incurred in whole or in part under the Credit Agreement). For purposes of determining compliance under Section 4.12, in the event that an item of
Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness
described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to the
Consolidated Fixed Charge Coverage Ratio provisions of such Section, the Company shall, in its sole
discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies
with such Section. Accrual of interest, accretion or amortization of original issue discount, the
payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms,
and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the
same class of Disqualified Capital Stock will not be deemed to be -23-




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an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of Section
4.12. Permitted Investments means (i) Investments by the Company or any Restricted
Subsidiary of the Company in any Person that is or will become immediately after such Investment a
Wholly Owned Restricted Subsidiary of the Company or that will merge or consolidate into the
Company or a Wholly Owned Restricted Subsidiary of the Company; (ii) Investments in the Company by
any Restricted Subsidiary of the Company; provided that any Indebtedness evidencing such Investment
is unsecured and subordinated, pursuant to a written agreement, to the Companys obligations under
the Notes and this Indenture; (iii) Investments in cash and Cash Equivalents; (iv) loans and
advances to employees and non-executive officers of the Company and its Restricted Subsidiaries in
the ordinary course of business for bona fide business purposes not in excess of the amount
outstanding on the Issue Date plus $1,000,000 at any one time outstanding; (v) Currency Agreements
and Interest Swap Obligations entered into in the ordinary course of the Companys or its
Restricted Subsidiaries businesses and otherwise in compliance with this Indenture; (vi)
additional Investments not to exceed $30,000,000 at any one time outstanding; (vii) Investments in
the Notes and the 9% Coinmach Corp. Notes; (viii) Investments in securities of trade creditors or
customers received pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers; (ix) Investments made by the Company
or its Restricted Subsidiaries as a result of an Asset Sale made in compliance with Section 4.16;
(x) any Investment existing on the Issue Date; (xi) any Investment made in exchange for the
issuance of (a) Capital Stock, other than Disqualified Stock, of the Company or (b) IDSs; and (xii)
Investments in securities received pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any debtors of the Company or its Restricted Subsidiaries. Permitted Liens means the following types of Liens: (i) Liens for taxes, assessments or governmental charges or claims either (a) not
delinquent or (b) contested in good faith by appropriate proceedings and as to which the
Company or any of its Restricted Subsidiaries shall have set aside on its books such
reserves as may be required pursuant to GAAP; (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business for sums not yet delinquent or being contested in good faith, if such
reserve or other appropriate provision, if any, as shall be required by GAAP shall have been
made in respect thereof; (iii) Liens incurred or deposits made in the ordinary course of business in connection
with workers compensation, unemployment insurance and other types of social security,
including any Lien securing letters of credit issued in the ordinary -24-




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course of business consistent with past practice in connection therewith, or to secure
the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases,
government contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money); (iv) judgment Liens not giving rise to an Event of Default so long as such Lien is
adequately bonded and any appropriate legal proceedings which may have been duly initiated
for the review of such judgment shall not have been finally terminated or the period within
which such proceedings may be initiated shall not have expired; (v) easements, rights-of-way, zoning restrictions and other similar charges or
encumbrances in respect of real property not interfering in any material respect with the
ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; (vi) any interest or title of a lessor under any Capitalized Lease Obligation; provided
that such Liens do not extend to any property or asset which is not leased property subject
to such Capitalized Lease Obligation; (vii) Liens securing Capitalized Lease Obligations and Purchase Money Indebtedness
permitted pursuant to clause (x) of the definition of Permitted Indebtedness;
provided, however, that in the case of Purchase Money Indebtedness (A) the
Indebtedness shall not exceed the cost of such property or assets and shall not be secured
by any property or assets of the Company or any Restricted Subsidiary of the Company other
than the property and assets so acquired or constructed and (B) the Lien securing such
Indebtedness shall be created within 180 days of such acquisition or construction or, in the
case of a refinancing of any Purchase Money Indebtedness, within 180 days of such
refinancing; (viii) Liens upon specific items of inventory or other goods and proceeds of any Person
securing such Persons obligations in respect of bankers acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods; (ix) Liens securing reimbursement obligations with respect to commercial letters of
credit which encumber documents and other property relating to such letters of credit and
products and proceeds thereof; (x) Liens encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual or warranty requirements of the Company or any of its Restricted
Subsidiaries, including rights of offset and set-off; -25-




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(xi) Liens securing Interest Swap Obligations which Interest Swap Obligations relate to
Indebtedness that is otherwise permitted under this Indenture; (xii) Liens securing Indebtedness under Currency Agreements; (xiii) Liens securing Acquired Indebtedness incurred in accordance with Section 4.12;
provided that (A) such Liens secured such Acquired Indebtedness at the time of and
prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted
Subsidiary of the Company and were not granted in connection with, or in anticipation of,
the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of
the Company and (B) such Liens do not extend to or cover any property or assets of the
Company or of any of its Restricted Subsidiaries other than the property or assets that
secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired
Indebtedness of the Company or a Restricted Subsidiary of the Company and are no more
favorable to the lienholders than those securing the Acquired Indebtedness prior to the
incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the
Company; (xiv) Liens existing as of the Issue Date to the extent and in the manner such Liens
are in effect on the Issue Date; (xv) Liens securing the Notes and the Subsidiary Guarantee of Laundry Corp.; (xvi) Liens securing borrowings under the Credit Agreement (whether incurred pursuant
to clause (2) of the definition of Permitted Indebtedness or any other clause thereof or
pursuant to Section 4.12) including any additional Obligations thereunder (which Liens may
extend to all property now owned or hereafter acquired by the Company or any of its
Subsidiaries); (xvii) Liens of the Company or a Wholly Owned Restricted Subsidiary of the Company on
assets of any Restricted Subsidiary of the Company; (xviii) Liens securing Indebtedness that is expressly subordinate or junior in right of
payment to the Notes, provided that the Notes are secured by a Lien on such property, assets
or proceeds that is senior in priority to such Liens; (xix) Liens securing Refinancing Indebtedness which is incurred to Refinance any
Indebtedness which has been secured by a Lien permitted under this definition and which has
been incurred in accordance with Section 4.12; provided, however, that such Liens (a) are no
less favorable to the Holders of Notes and are not more favorable to the lienholders with
respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and
(b) do not extend to or cover any property or as- -26-




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sets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness
so Refinanced; and (xx) Liens securing assets of the Company in addition to that described in clauses (i)
through (xix) above, so long as the aggregate principal amount of Indebtedness secured by
Liens incurred pursuant to this clause (xx) would not exceed $25,000,000 at any one time
outstanding. Person means an individual, partnership, corporation, unincorporated organization,
trust or joint venture, or a governmental agency or political subdivision thereof. Physical Note means a certificated Note that does not bear the legends as set forth
on Exhibit B hereto. Pledge Agreement means the pledge agreement, dated as of the Issue Date, made by the
Company and Laundry Corp. in favor of the Collateral Agent for the benefit of itself, the Trustee
and the Holders of Notes, substantially in the form of Exhibit I hereto, as amended,
supplemented or modified from time to time in accordance with its terms. Post-Merger Event Collateral means, after the occurrence of the Merger Event, all
of the Capital Stock of the direct Domestic Subsidiaries and 65% of each class of Capital Stock of
the direct foreign Subsidiaries, in each case of the surviving entity of the Merger Event, as
provided by the Post-Merger Event Pledge Agreement. Post-Merger Event Lien means a Lien on the Post-Merger Event Collateral created
under the Post-Merger Event Pledge Agreement in favor of the Collateral Agent securing the
Obligations of the Company under or in respect of this Indenture and the Notes. Post-Merger Event Pledge Agreement means the pledge agreement, dated as of the date
of the Merger Event, made by the surviving entity of the Merger Event in favor of the Collateral
Agent for the benefit of itself, the Trustee and the Holders of Notes, substantially in the form of
Exhibit K hereto, as amended, supplemented or modified from time to time in accordance with
its terms. Preferred Stock of any Person means any Capital Stock of such Person (other than,
with respect to the Company, the Class A Common Stock and the Class B Common Stock) that has
preferential rights to any other Capital Stock of such Person with respect to dividends or
redemptions or upon liquidation. Premises has the meaning provided in Section 4.26. Primary Registered Offering means an offering by the Company of its securities
pursuant to a registration statement filed with Securities and Exchange Commission, but -27-




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excluding an offering by the Company of Exchange Notes in exchange for Notes previously issued
under this Indenture that are restricted securities as defined in Rule 144 under the Securities
Act. principal of any Indebtedness (including the Notes) means the principal amount of
such Indebtedness. Private Placement Legend means the legend initially set forth on Restricted
Securities in the form set forth in Exhibit B hereto. Proceeds Purchase Date has the meaning provided in Section 4.16(b). Prospectus means the Prospectus dated November 19, 2004 relating to the offering of
the Initial Notes. Purchase Money Indebtedness means Indebtedness of the Company and its Restricted
Subsidiaries incurred in the normal course of business for the purpose of financing all or any part
of the purchase price, or the cost of installation, construction or improvement, of property or
equipment. Qualified Capital Stock means any Capital Stock that is not Disqualified Capital
Stock, including any such Capital Stock issued as part of an IDS or other unit (but, in the case of
issuance as part of a unit, only to the extent of such Capital Stock). Qualified Institutional Buyer or QIB shall have the meaning specified in
Rule 144A under the Securities Act. Quarterly Base Dividend Level means, as of any date of determination, (1) 100% of
Distributable Cash Flow minus (2) Consolidated Interest Expense for the most recent fiscal quarter
prior to such date of determination for which internal financial statements are available. Real Property means any interest in any real property or any portion thereof whether
owned in fee or leased or otherwise. Record Date means any of the Record Dates specified in the Notes, whether or not a
Legal Holiday. Redemption Date means, when used with respect to any Note to be redeemed, the date
fixed for such redemption pursuant to this Indenture and the Notes. Redemption Price, when used with respect to any Note to be redeemed, means the price
fixed for such redemption pursuant to this Indenture and the Notes. -28-




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Redemption Right means the right of the Company under its certificate of
incorporation to redeem its shares of Class B Common Stock under the circumstances and subject to
the provisions of Section 4.21 and the terms and conditions set forth in the certificate of
incorporation of the Company as in effect on the Issue Date and any amendment thereto so long as
any such amendment in respect of such right is not adverse to the Holders. Reference Date has the meaning provided in Section 4.10. Reference Treasury Dealer means one of five independent investment banking firms of
national reputation, or their respective affiliates, selected by the Company, which are primary
U.S. Government securities dealers in The City of New York. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Trustee, 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 Redemption Date. Refinance means, in respect of any security or Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in
exchange or replacement for, such security or Indebtedness in whole or in part. Refinanced and
Refinancing shall have correlative meanings. Refinancing Indebtedness means any Refinancing by the Company or any Restricted
Subsidiary of the Company of Indebtedness incurred in accordance with Section 4.12 (other than
pursuant to clause (ii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xii), (xiii), (xiv) or (xvi)
of the definition of Permitted Indebtedness), in each case that does not (1) result in an
increase in the aggregate principal amount of Indebtedness of such Person as of the date of such
proposed Refinancing (plus the amount of any premium required to be paid under the terms of the
instrument governing such Indebtedness plus the amount of reasonable expenses incurred by the
Company in connection with such Refinancing) or (2) create Indebtedness with (A) a Weighted Average
Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being
Refinanced or (B) a final maturity earlier than the final maturity of the Indebtedness being
Refinanced; provided that (x) if such Indebtedness being Refinanced is Indebtedness of the Company,
then such Refinancing Indebtedness shall be Indebtedness solely of the Company and (y) if such
Indebtedness being Refinanced is subordinate or junior to the Notes, then such Refinancing
Indebtedness shall be subordinate to the Notes at least to the same extent and in the same manner
as the Indebtedness being Refinanced; provided further that, with respect to clause
(xiv) of the definition of Permitted Indebtedness, such Additional Notes have been separated from
the Companys Common Stock and no longer form part of an IDS. -29-




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Registrar has the meaning provided in Section 2.03. Registration Rights Agreement means a registration rights agreement relating to
Notes issued hereunder, between the Company, Parent and the Subsidiary Guarantors, as the same may
be amended or modified from time to time in accordance with the terms thereof. Regulation S means Regulation S under the Securities Act. Replacement Assets has the meaning provided in Section 4.16(a). Restricted Payment has the meaning provided in Section 4.10. Restricted Security has the meaning assigned to such term in Rule 144(a)(3) under
the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely on
an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security. Restricted Subsidiary of any Person means any Subsidiary of such Person which at the
time of determination is not an Unrestricted Subsidiary. Rule 144A means Rule 144A under the Securities Act. Sale and Leaseback Transaction means any direct or indirect arrangement with any
Person or to which any such Person is a party providing for the leasing to the Company or a
Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at
the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are
to be advanced by such Person on the security of such Property. Sales Right means the right of a holder of Class B Common Stock under the
certificate of incorporation of the Company to cause the Company to redeem such shares of Class B
Common Stock, under the circumstances and subject to the provisions of Section 4.21 and the terms
and conditions set forth in the certificate of incorporation of the Company as in effect on the
Issue Date and any amendment thereto so long as any such amendment in respect of such right is not
adverse to the Holders. Satisfaction and Discharge has the meaning provided in Section 8.02. SEC means the Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder. -30-




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Security Agreement means the Security Agreement, dated as of the Issue Date, made by
the Company and Laundry Corp. in favor of the Collateral Agent for the benefit of itself, the
Trustee and the Holders of Notes, substantially in the form of Exhibit H hereto, as
amended, supplemented or modified from time to time in accordance with its terms. Separation Event of Default means an Event of Default pursuant to clause (1), (2),
(4) or (5) of Section 6.01; provided that (i) with respect to such clause (4), only an Event of Default pursuant to a default in
the observance or performance of any of the covenants described under Sections 4.10 and 4.12
shall constitute a Separation Event of Default, (ii) with respect to such clause (5), only an Event of Default pursuant to a default
with respect to the Intercompany Note shall constitute a Separation Event of Default, and (iii) solely for purposes of this definition, any event pursuant to such clause (4) or
(5) shall constitute an Event of Default on the earlier to occur of (A) 31 days after the
giving of written notice as described therein (or, in the case of such clause (5), 21 days
after the giving of such notice) and (B) the passage of 120 days from the occurrence of the
related Default. Significant Subsidiary, with respect to any Person, means any Restricted Subsidiary
of such Person that satisfies the criteria for a significant subsidiary set forth in Rule 1.02(w)
of Regulation S-X under the Exchange Act. Subsidiary, with respect to any Person, means (i) any corporation of which the
outstanding Capital Stock having at least a majority of the votes entitled to be cast in the
election of directors under ordinary circumstances shall at the time be owned, directly or
indirectly, by such Person or (ii) any other Person of which at least a majority of the voting
interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person. Subsidiary Guarantee has the meaning provided in Section 10.01. Subsidiary Guarantor means Laundry Corp. and each of the Companys Restricted
Subsidiaries that in the future executes a supplemental indenture in which such Restricted
Subsidiary agrees to be bound by the terms of this Indenture as a Subsidiary Guarantor;
provided that any Person constituting a Subsidiary Guarantor hereunder shall cease to
constitute a Subsidiary Guarantor when its Subsidiary Guarantee is released in accordance with the
terms of this Indenture. Surviving Entity has the meaning provided in Section 5.01(a). -31-




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TIA means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended,
as in effect on the date of this Indenture, except as otherwise provided in Section 9.03. Total Remaining Payments, with respect to any Indebtedness means, as of any date,
the sum of the aggregate amount of payments due on such Indebtedness from such date through the
stated maturity of such Indebtedness. Total Remaining Payments Tests means, as of any date, that (1) the ratio of (A) the difference between (i) the Total Remaining Payments on all
senior unsecured Indebtedness represented by the Intercompany Note that is pledged as
Collateral for the Notes and (ii) the Total Remaining Payments on any obligations of
Coinmach Corp. in respect of Indebtedness secured by Permitted Liens (other than Permitted
Liens securing Indebtedness of the Company), to (B) the Total Remaining Payments on the
outstanding Notes (including outstanding Additional Notes, if any), and (2) the ratio of (A) the principal amount of net Indebtedness determined in clause
(1)(A) of this definition to (B) the principal amount of the outstanding Notes (including
outstanding Additional Notes, if any), in each case are 1.0 to 1.0 or greater. Transactions means the transactions described under the section of the Prospectus
entitled The Transactions. Treasury Rate means, with respect to any Redemption 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 Redemption
Date. Trust Officer means any officer of the Trustee assigned by the Trustee to administer
this Indenture or, in the case of a successor trustee, an officer assigned to the department,
division or group performing the corporation trust work of such successor and assigned to
administer this Indenture. Trustee means the party named as such in this Indenture until a successor replaces
it in accordance with the provisions of this Indenture and thereafter means such successor. -32-




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2004 LTIP means the 2004 Long Term Incentive Plan of Coinmach Corp. as the same may
be amended, modified or supplemented from time to time in accordance with its terms. Unrestricted Subsidiary of any Person means (i) any Subsidiary of such Person that
at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by
the Board of Directors of such Person in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns
any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided
that (x) the Company certifies to the Trustee that such designation complies with Section 4.10 and
(y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of
designation, and does not thereafter, create, incur, issue, assume, Guarantee or otherwise become
directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has
recourse to any of the assets of the Company or any of its Restricted Subsidiaries. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x)
immediately after giving effect to such designation, the Company is able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 and (y)
immediately before and immediately after giving effect to such designation, no Default or Event of
Default shall have occurred and be continuing. Any such designation by the Board of Directors
shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an Officers Certificate certifying that such
designation complied with the foregoing provisions. U.S. Government Obligations means non-callable direct obligations of, and
non-callable obligations guaranteed by, the United States of America for the payment of which the
full faith and credit of the United States of America is pledged. U.S. Legal Tender means such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private debts. U.S. Physical Notes has the meaning provided in Section 2.01. Voting Stock means, with respect to any Person, securities of any class or classes
of Capital Stock in such Person entitling the holders thereof (whether at all times or only so long
as no senior class of stock has voting power by reason of any contingency) to vote in the election
of members of the Board of Directors of such Person. Weighted Average Life to Maturity means, when applied to any Indebtedness at any
date, the number of years obtained by dividing (a) the then outstanding aggregate -33-




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principal amount of such Indebtedness into (b) the sum of the total of the products obtained
by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or
other required payment of principal, including payment at final maturity, in respect thereof, by
(ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such
date and the making of such payment. Wholly Owned Restricted Subsidiary of any Person means any Wholly Owned Subsidiary
of such Person which at the time of determination is a Restricted Subsidiary of such Person. Wholly Owned Subsidiary of any Person means any Subsidiary of such Person of which
all the outstanding voting securities (other than in the case of a foreign Subsidiary, directors
qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant
to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person. Working Capital means, at any date of determination, the consolidated assets of the
Company and its Restricted Subsidiaries that are classified as current assets in accordance with
GAAP, less the consolidated liabilities of the Company and its Restricted Subsidiaries which are
classified as current liabilities in accordance with GAAP. SECTION 1.02. Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by
reference in, and made a part of, this Indenture. The following TIA terms used in this Indenture
have the following meanings: indenture securities means the Notes. indenture security holder means a Holder. indenture to be qualified means this Indenture. indenture trustee or institutional trustee means the Trustee. obligor on the indenture securities means the Company or any other obligor on
the Notes. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule and not otherwise defined herein have the
meanings assigned to them therein. -34-




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SECTION 1.03. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP; (3) or is not exclusive; (4) words in the singular include the plural, and words in the plural include the
singular; and (5) herein, hereof and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision. ARTICLE TWO THE NOTES SECTION 2.01. Form and Dating. The Initial Notes and Additional Notes issued pursuant to a Primary Registered Offering and
the Trustees certificate of authentication related thereto shall be substantially in the form of
Exhibit A hereto. Additional Notes that are Restricted Securities and the Trustees
certificate of authentication related thereto shall be substantially in the form of Exhibit
B hereto. The Notes may have notations, legends or endorsements required by law, stock
exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of
the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of
its authentication. The Notes shall be in denominations of $6.14 and integral multiples thereof. The terms and provisions contained in the Notes, the forms of which are annexed hereto as
Exhibits A and B, shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors, the Collateral
Agent and the Trustee, by their execution and delivery of this Indenture, expressly agree to such
terms and provisions and to be bound thereby. Notes offered and sold in reliance of Rule 144A shall be issued initially in the form of one
or more permanent Global Notes in registered form, substantially in the form set forth in
Exhibit B hereto (Global Notes), deposited with the Trustee, as custodian for the -35-




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Depository, duly executed by the Company and authenticated by the Trustee as hereinafter
provided and shall bear the legend set forth on Exhibit C hereto. The aggregate principal
amount of any Global Note may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued
initially in the form of one or more Global Notes deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth on Exhibit C hereto or shall be issued in the form of
certificated Notes in registered form set forth in Exhibit B hereto (the Offshore
Physical Notes). Notes offered and sold in reliance on any other exemption from registration
under the Securities Act other than as described in the preceding paragraph shall be issued, and
Notes offered and sold in reliance on Rule 144A may be issued, in the form of certificated Notes in
registered form in substantially the form set forth in Exhibit B hereto (the U.S.
Physical Notes). The Offshore Physical Notes and the U.S. Physical Notes are sometimes
collectively herein referred to as the Physical Notes. Except as provided in Section 2.06 and 2.14, owners of beneficial interests in Global Notes
will not be entitled to receive physical delivery of certificated Notes. Members of, or participants in, the Depository (Agent Members) shall have no rights
under this Indenture with respect to any Global Note held on their behalf by the Depository, or the
Trustee as its custodian, or under the Global Note, and the Depository may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depository or impair, as
between the Depository and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of beneficial interest in any Global Note. SECTION 2.02. Execution and Authentication; Aggregate Principal Amount. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign
and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly
authorized by all requisite corporate actions) shall attest to, the Notes for the Company by manual
or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant
Secretary at the time of such execution but no longer holds that office or position at the time the
Trustee authenticates the Note, the Note shall nevertheless be valid. -36-




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A Note shall not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Note. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes for original issue in the aggregate principal
amount not to exceed $132,566,664.68 and (ii) subject to compliance with Section 4.12, one or more
series of Notes for original issue after the Issue Date (such Notes to be substantially in the form
of Exhibit A hereto or Exhibit B hereto) in an unlimited amount (Additional
Notes) in each case upon written orders of the Company in the form of an Officers
Certificate, which Officers Certificate shall, in the case of any issuance of Additional Notes,
certify that such issuance is in compliance with Section 4.12. In addition, each Officers
Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, and shall
further specify that such Notes shall be issued as Global Notes or Physical Notes. All Notes
issued under this Indenture shall vote and consent together on all matters as one class and no
series of Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the Authenticating Agent)
reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the
appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the
Company and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons. SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an office or agency (which shall be located in the Borough of
Manhattan in the City of New York, State of New York), which shall initially be The Bank of New
York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange
(Registrar), (b) Notes may be presented or surrendered for payment (Paying
Agent) and (c) notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Company, upon prior written notice to the Trustee, may have one or more
co-Registrars and one or more additional Paying Agents reasonably acceptable to the Trustee. The
term Paying Agent includes any additional Paying Agent. Neither the Company nor any Affiliate of
the Company may act as Paying Agent. The Company shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture, which agreement shall incorporate the provisions of the TIA and implement the
provisions of this Indenture that relate to such Agent. The Company shall no- -37-




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tify the Trustee, in advance, of the name and address of any such Agent. If the Company fails
to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall
act as such. The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of
demands and notices in connection with the Notes, until such time as the Trustee has resigned or a
successor has been appointed. The Paying Agent or Registrar may resign upon 30 days notice to the
Company. SECTION 2.04. Paying Agent To Hold Assets in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that
such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all assets held
by the Paying Agent for the payment of principal of, or interest on, the Notes (whether such assets
have been distributed to it by the Company or any other obligor on the Notes), and the Company and
the Paying Agent shall notify the Trustee of any Default by the Company (or any other obligor on
the Notes) in making any such payment. The Company at any time may require a Paying Agent to
distribute all assets held by it to the Trustee and account for any assets disbursed and the
Trustee may at any time during the continuance of any payment Default, upon written request to a
Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to
account for any assets distributed. Upon distribution to the Trustee of all assets that shall have
been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets. SECTION 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of the Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Company shall furnish or cause the Registrar to
furnish to the Trustee before each Record Date and at such other times as the Trustee may request
in writing a list as of such date and in such form as the Trustee may reasonably require of the
names and addresses of the Holders, which list may be conclusively relied upon by the Trustee. SECTION 2.06. Transfer and Exchange. (a) When Notes are presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other
authorized denominations, the Registrar or co-Registrar shall register the transfer or make the
exchange as requested if its requirements for such transaction are met, including the requirements
of Section 8-401(a)(1) of the Uniform Commercial Code. To permit registrations of transfer and
exchanges, the Company shall execute and the Trustee shall authenticate Physical Notes or Global
Notes at the Registrars or co-Registrars request. -38-




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No service charge shall be made for any registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.15, 4.16 or 9.05, in which
event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required to register the transfer or exchange of
any Note (i) during a period beginning at the opening of business 15 days before the mailing of a
notice of redemption of Notes and ending at the close of business on the day of such mailing and
(ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed
portion of any Note being redeemed in part. (b) When Physical Notes are presented to the Registrar or co-Registrar with a request to
register the transfer of such Physical Notes or to exchange such Physical Notes for an equal
principal amount of Physical Notes of other authorized denominations, the Registrar or co-Registrar
shall register the transfer or make the exchange as requested if its reasonable requirements for
such transaction are met; provided, however, that the Physical Notes surrendered for transfer or
exchange: (i) shall be duly endorsed or accompanied by a written instrument or transfer in form
reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by
the Holder thereof or such Holders attorney duly authorized in writing; and (ii) are accompanied by the following additional information and documents, as
applicable: (A) if such Physical Notes are being delivered to the Registrar or co-Registrar
by a Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or (B) if such Physical Notes are being transferred to the Company, a
certification to that effect. (c) A Physical Note may not be exchanged for a beneficial interest in a Global Note except
upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Physical
Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Registrar or co-Registrar, together with written instructions
directing the Trustee to make, or to direct the custodian for the Depository to make, an adjustment
on its books and records with respect to such Global Note to reflect an increase in the aggregate
principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depository account to be credited with such increase, then the Trustee
shall cancel such Physical Note and cause, or direct the -39-




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custodian for the Depository to cause, in accordance with the standing instructions and
procedures existing between the Depository and the custodian for the Depository, the aggregate
principal amount of Notes represented by the Global Notes to be increased by the aggregate
principal amount of the Physical Note to be exchanged and shall credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest in the Global Note
equal to the principal amount of the Physical Note so canceled. If no Global Notes are then
outstanding and the Global Note has not been previously exchanged for certificated securities
pursuant to Section 2.14, the Company shall issue and the Trustee shall authenticate, upon written
order of the Company in the form of an Officers Certificate, a new Global Note in the appropriate
principal amount. (d) (a) Any Holder of a Global Note shall, by acceptance of such Global Note agree that
transfers of beneficial interest in such Global Note may be effected only through a book-entry
system maintained by (x) the Holder of such Global Note (or its agent) or (y) any Holder of a
beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global
Note shall be required to be reflected in a book entry. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be
effected through the Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the Applicable Procedures of the Depository
therefor. A transferor or a beneficial interest in a Global Note shall deliver a written order
given in accordance with the Depositorys procedures containing information regarding the
participant account of the Depository to be credited with a beneficial interest in such Global Note
or another Global Note and such account shall be credited in accordance with such order with a
beneficial interest in the applicable Global Note and the account of the Person making the transfer
shall be debited by an amount equal to the beneficial interest in the Global Note being
transferred. (ii) Notwithstanding any other provisions of this Article 2 (other than the provisions set
forth in Section 2.14), a Global Note may not be transferred as a whole except by the Depository to
a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to a successor Depository or a nominee
of such successor Depository. (e) At such time as all beneficial interests in a Global Note have either been exchanged for
Physical Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned
by the Depository to the Trustee for cancellation or retained and canceled by the Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
Physical Notes, transferred in exchange for an interest in another Global Note, redeemed,
repurchased or canceled, the principal amount of Notes represented by such Global Note shall be
reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the
custodian for the Depository for such Global Note) -40-




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with respect to such Global Note, by the Trustee or the custodian for the Depository, to
reflect such reduction. (f) Prior to the due presentation for registration of transfer of any Note, the Company, the
Trustee, the Paying Agent, the Registrar or the co-Registrar may deem and treat the person in whose
name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest on such Note and for all other purposes whatsoever, whether or not
such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or the
co-Registrar shall be affected by notice to the contrary. (g) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the
Notes surrendered upon such transfer or exchange. SECTION 2.07. Replacement Notes. If a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note if the Trustees requirements are met. If required by the Trustee
or the Company, such Holder must provide an affidavit of lost certificate and an indemnity bond or
other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the
Company, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced.
The Company may charge such Holder for its reasonable out-of-pocket expenses in replacing a Note,
including reasonable fees and expenses of its counsel and of the Trustee and its counsel. Every
replacement Note shall constitute an additional obligation of the Company. SECTION 2.08. Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee
except those cancelled by it, those delivered to it for cancellation and those described in this
Section as not outstanding. Subject to the provisions of Section 2.09, a Note does not cease to be
outstanding because the Company or any of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for
replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that
the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon
surrender of such Note and replacement thereof pursuant to Section 2.07. If on a Redemption Date or the Maturity Date the Paying Agent holds U.S. Legal Tender or U.S.
Government Obligations sufficient to pay all of the principal and interest due on the Notes payable
on that date and is not prohibited from paying such money to the -41-




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Holders thereof pursuant to the terms of this Indenture, then on and after that date such
Notes cease to be outstanding and interest on them ceases to accrue. SECTION 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver, consent or notice, Notes owned by the Company or any of its Affiliates shall
be considered as though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Notes which a Trust Officer of the Trustee actually knows are so owned shall be so considered. The
Company shall notify the Trustee, in writing (which notice shall constitute actual notice for
purposes of the foregoing sentence), when it or any of its Affiliates repurchases or otherwise
acquires Notes, of the aggregate principal amount of such Notes so repurchased or otherwise
acquired. SECTION 2.10. Temporary Notes. In the event that Physical Notes are to be issued under the terms of this Indenture, until
such Physical Notes are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Notes upon receipt of a written order of the Company in the form of an
Officers Certificate. The Officers Certificate shall specify the amount of temporary Notes to be
authenticated and the date on which the temporary Notes are to be authenticated. Temporary Notes
shall be substantially in the form of Physical Notes but may have variations that the Company
considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare
and the Trustee shall, upon receipt of a written order of the Company pursuant to Section 2.02,
authenticate Physical Notes in exchange for temporary Notes. SECTION 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange
or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel and, at the written direction of the Company, shall dispose of all
Notes surrendered for transfer, exchange, payment or cancellation. Subject to Section 2.07, the
Company may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for
cancellation. If the Company shall acquire any of the Notes, such acquisition shall not operate as
a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the
same are surrendered to the Trustee for cancellation pursuant to this Section 2.11. -42-




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SECTION 2.12. CUSIP Number. A CUSIP number will be printed on the Notes, and the Trustee shall use the CUSIP number in
notices of redemption, purchase or exchange as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes and that reliance may be placed only on the other
identification numbers printed on the Notes. The Company will promptly notify the Trustee of any
change in the CUSIP number or any CUSIP number established with respect to any OID Exchange Units
created in accordance with Section 4.25 and any related cancellation of previous CUSIP numbers
assigned to Notes or OID Exchange Units, as the case may be. SECTION 2.13. Deposit of Moneys. Prior to 11:00 a.m. New York City time on each Interest Payment Date and the Maturity Date,
the Company shall have deposited with the Paying Agent in immediately available funds money
sufficient to make cash payments, if any, due on such Interest Payment Date or the Maturity Date,
as the case may be, in a timely manner which permits the Paying Agent to remit payment to the
Holders on such Interest Payment Date or Maturity Date, as the case may be. SECTION 2.14. Physical Notes. (a) A Global Note deposited with the Depository or with the Trustee as custodian for the
Depository pursuant to Section 2.01 shall be transferred to the beneficial owners thereof in the
form of Physical Notes in an aggregate principal amount equal to the principal amount of such
Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.06 and
(i) the Depository notifies the Company that it is unwilling or unable to continue as a Depository
for such Global Note or if at any time the Depository ceases to be a clearing agency registered
under the Exchange Act, and a successor depository is not appointed by the Company within 90 days
of such notice or (ii) the Company, in its sole discretion, notifies the Trustee in writing that it
elects to cause the issuance of certificated Notes under this Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this
Section 2.14 shall be surrendered by the Depository to the Trustee, to be so transferred, in whole
or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Note, an equal aggregate principal amount of Physical
Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this
Section 2.14 shall be registered in such names as the Depository shall direct. -43-




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(c) Subject to the provisions of Section 2.14(b), the registered Holder of a Global Note may
grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.14(a)(i), (ii)
or (iii), the Company will promptly make available to the Trustee a reasonable supply of Physical
Notes in fully registered form without interest coupons. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest
in the Global Note pursuant to clause (b) or (c) above shall, except as otherwise provided by
clauses (a)(i)(x) and (c) of Section 2.15, bear the legend regarding transfer restrictions
applicable to the Physical Notes set forth in Exhibit B. SECTION 2.15. Special Transfer Provisions. (a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The
following provisions shall apply with respect to the registration of any proposed transfer of a
Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB
or to any Non-U.S. Person: (i) the Registrar shall register the transfer of any Note constituting a Restricted
Security, whether or not such Note bears the Private Placement Legend, if (x) the requested
transfer is subsequent to a date which is two years after the later of the Issue Date and
the last date on which the Company or any of its affiliates was the owner of such Note or
(y) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB
(excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a
certificate substantially in the form of Exhibit D hereto or (2) in the case of a
transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a
certificate substantially in the form of Exhibit E hereto; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the
Global Note, upon receipt by the Registrar of (x) the certificate, if any, required by
paragraph (i) above and (y) instructions given in accordance with the Applicable Procedures
and the Registrars procedures, whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer
does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of
the Global Note in an amount equal to the principal amount of the beneficial interest in the Global
Note to be transferred, and (b) the Company shall execute and the Trustee shall authenticate and
deliver one or more Physical Notes of like tenor and amount. -44-




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(b) Transfers to QIBs. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note constituting a Restricted Security to a QIB
(excluding transfers to Non-U.S. Persons): (i) the Registrar shall register the transfer if such transfer is being made by a
proposed transferor who has checked the box provided for on the form of Note stating, or has
otherwise advised the Company and the Registrar in writing, that the sale has been made in
compliance with the provisions of Rule 144A to a transferee who has signed the certification
provided for on the form of Note stating, or has otherwise advised the Company and the
Registrar in writing, that it is purchasing the Note for its own account or an account with
respect to which it exercises sole investment discretion and that it and any such account is
a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information regarding the
Company as it has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon its foregoing
representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred
consist of Physical Notes which after transfer are to be evidenced by an interest in the
Global Note, upon receipt by the Registrar of instructions given in accordance with the
Applicable Procedures and the Registrars procedures, the Registrar shall reflect on its
books and records the date and an increase in the principal amount of the Global Note in an
amount equal to the principal amount of the Physical Notes to be transferred, and the
Trustee shall cancel the Physical Notes so transferred. (c) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not
bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the
Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) the circumstance contemplated by paragraph (a)(i)(x) of this Section 2.15 exist or (ii)
there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company
and the Trustee to the effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities Act. (d) General. By its acceptance of any Note bearing the Private Placement Legend, each
Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this
Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture. The Registrar shall retain copies of all letters, notices and other written communications
received pursuant to Section 2.14 or this Section 2.15. The Company shall have -45-




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the right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written notice to the
Registrar. SECTION 2.16. Tax Treatment. The Company agrees and, by acceptance of beneficial ownership interest in the Notes, each
beneficial owner of Notes shall be deemed to have agreed (1) to treat the beneficial owners as
owners of the Notes for all purposes, including the preparation and filing of any United States
federal, state, local or foreign tax return, report or other information; (2) to treat the Notes as
the Companys indebtedness for all purposes; (3) to treat the acquisition of an IDS as the
acquisition of the Note and the share of Class A Common Stock that are represented by the IDS; and
(4) to report OID with respect to the Notes and any OID Exchange Units for United States federal
income tax purposes consistently with the approach taken by the Company. Furthermore, by
acceptance of beneficial ownership in the Initial Notes, each beneficial owner of Initial Notes
agrees to allocate the purchase price of each IDS between the Note and the share of Class A Common
Stock underlying such IDS for all purposes, including the preparation and filing of any United
States federal, state, local or foreign tax return, report or other information, in accordance with
the Companys allocation, which, in the case of IDSs representing the Initial Notes and shares of
Class A Common Stock, is $6.14 for each Initial Note and $7.50 for each share of Class A Common
Stock underlying an IDS. SECTION 2.17. Formation of IDSs. IDSs shall be issued initially in the form of one or more permanent Global IDSs in registered
form, substantially in the form set forth in Exhibit F hereto (the Global IDSs),
deposited with the transfer agent for the IDSs (the IDS Transfer Agent), as custodian for
the Depository, duly executed by the Company and authenticated by the IDS Transfer Agent. So long
as not prohibited by the terms of the Global IDS, each beneficial Holder of any Initial Note or
Non-OID Additional Note (or following an OID Exchange, any OID Exchange Unit) may combine or
recombine such Notes or OID Exchange Units, as the case may be, with shares of Class A Common Stock
to form IDSs by providing the IDS Transfer Agent a notice substantially in the form of Exhibit
G hereto. -46-




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ARTICLE THREE REDEMPTION SECTION 3.01. Notices to Trustee. If the Company elects or is required to redeem Notes pursuant to Paragraph 5 of the Notes, it
shall notify the Trustee and the Paying Agent in writing of the Redemption Date and the principal
amount of the Notes to be redeemed. The Company shall give each notice provided for in this Section 3.01 at least 60 days before
the Redemption Date (unless a shorter notice period shall be satisfactory to the Trustee, as
evidenced in a writing signed on behalf of the Trustee), together with an Officers Certificate and
Opinion of Counsel stating that such redemption shall comply with the conditions contained herein
and in the Notes. SECTION 3.02. Selection of Notes To Be Redeemed. If fewer than all of the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and
appropriate, unless the requirements of DTC or of the principal national securities exchange or
automated securities quotation system, if any, on which such Notes are listed or quoted prohibit
such method, in which case the selection of the Notes shall be made in accordance with the
requirements of DTC or such exchange or system. The Trustee shall, in each case, make the selection from the Notes outstanding and not
previously called for redemption and shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial redemption, the principal
amount thereof, to be redeemed. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail or
cause to be mailed a notice of redemption by first class mail, postage prepaid, to each Holder
whose Notes are to be redeemed at its registered address, with a copy to the Trustee and any Paying
Agent. At the Companys written request, the Trustee shall give the notice of redemption in the
Companys name and at the Companys expense. Each notice of redemption shall identify the Notes to be redeemed (including the CUSIP numbers
relating to such Notes or the related OID Exchange Units, if applicable) and shall state: -47-




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(1) the Redemption Date; (2) the Redemption Price and the amount of accrued interest, if any, to be paid; (3) the name and address of the Paying Agent; (4) the subparagraph of the Notes pursuant to which such redemption is being made; (5) that Notes called for redemption must be surrendered to the Paying Agent to collect
the Redemption Price plus accrued interest, if any; (6) that, unless the Company fails to deposit with the Paying Agent funds in
satisfaction of the applicable redemption price, interest on Notes called for redemption
ceases to accrue on and after the Redemption Date, and the only remaining right of the
Holders of such Notes is to receive payment of the Redemption Price plus accrued interest,
if any, upon surrender to the Paying Agent of the Notes redeemed; (7) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date, and upon surrender of such Note, a
new Note or Notes in the aggregate principal amount equal to the unredeemed portion thereof
will be issued; and (8) if fewer than all the Notes ate to be redeemed, the identification of the
particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding
after such partial redemption. SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03, Notes called for
redemption become due and payable on the Redemption Date and at the Redemption Price plus accrued
interest, if any. Upon surrender to the Trustee or Paying Agent, such Notes called for redemption
shall be paid at the Redemption Price (which shall include accrued interest thereon to the
Redemption Date), but installments of interest, the maturity of which is on or prior to the
Redemption Date, shall be payable to Holders of record at the close of business on the relevant
record dates referred to in the Notes. SECTION 3.05. Deposit of Redemption Price. On or before the Redemption Date, the Company shall deposit with the Paying Agent U.S. Legal
Tender sufficient to pay the Redemption Price plus accrued interest, if any, -48-




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of all Notes to be redeemed on that date. The Paying Agent shall promptly return to the
Company any U.S. Legal Tender so deposited which is not required for that purpose, except with
respect to monies owed as obligations to the Trustee pursuant to Article Seven. If the Company complies with the preceding paragraph, then, unless the Company defaults in the
payment of such Redemption Price plus accrued interest, if any, interest on the Notes to be
redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such
Notes are presented for payment. SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Note that is to be redeemed in part, the Trustee shall authenticate for
the Holder a new Note or Notes equal in principal amount to the unredeemed portion of the Note
surrendered. ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Notes. The Company shall pay the principal of and interest on the Notes on the dates and in the
manner provided in the Notes and in this Indenture. An installment of principal of or interest on
the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent (other than
the Company or an Affiliate of the Company) holds on that date U.S. Legal Tender designated for and
sufficient to pay the installment in full and is not prohibited from paying such money to the
Holders pursuant to the terms of this Indenture. Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the
extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by
the United States of America from principal or interest payments hereunder. SECTION 4.02. Maintenance of Office or Agency. The Company shall maintain the office or agency required under Section 2.03. The Company
shall give prior written notice to the Trustee of the location, and any change in the location, of
such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the Trustee set forth in
Section 12.02. -49-




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SECTION 4.03. Corporate Existence. Except as otherwise permitted by Article Five, the Company shall do or cause to be done, at
its own cost and expense, all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate existence of each of its Subsidiaries in accordance with the
respective organizational documents of each such Subsidiary and the material rights (charter and
statutory) and franchises of the Company and each such Subsidiary; provided,
however, that the Company shall not be required to preserve, with respect to itself, any
material right or franchise and, with respect to any of its Subsidiaries, any such existence,
material right or franchise, if the Board of Directors of the Company shall determine in good faith
that the preservation thereof is no longer desirable in the conduct of the business of the Company
and its Subsidiaries, taken as a whole. SECTION 4.04. Payment of Taxes and Other Claims. The Company shall pay or discharge or cause to be paid or discharged, before the same shall be
come delinquent, (i) all material taxes, assessments and governmental charges (including
withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon it or
any of its Subsidiaries or its properties or any of its Subsidiaries properties and (ii) all
material lawful claims for labor, materials and supplies that, if unpaid, might by law become a
Lien upon its properties or any of its Subsidiaries properties; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is being or shall be
contested in good faith by appropriate proceedings properly instituted and diligently conducted for
which adequate reserves, to the extent required under GAAP, have been taken. SECTION 4.05. Maintenance of Properties and Insurance. (a) The Company shall, and shall cause each of its Subsidiaries to, maintain its properties in
good working order and condition in all material respects (subject to ordinary wear and tear) and
make all necessary repairs, renewals, replacements, additions, betterments and improvements thereto
and actively conduct and carry on its business; provided, however, that nothing in
this Section 4.05 shall prevent the Company or any of its Subsidiaries from discontinuing the
operation and maintenance of any of its properties if such discontinuance is, in the good faith
judgment of the Board of Directors or other governing body of the Company or the Subsidiary
concerned, as the case may be, desirable in the conduct of its businesses and is not
disadvantageous in any material respect to the Holders. (b) The Company shall maintain insurance (including appropriate self-insurance) against loss
or damage of the kinds that, in the good faith judgment of the Company, are adequate and
appropriate for the conduct of the business of the Company and its Subsidiaries in a prudent
manner, with reputable insurers or with the government of the -50-




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United States of America or an agency or instrumentality thereof, in such amounts, with such
deductibles, and by such methods as shall be customary, in the good faith judgment of the Company,
for companies similarly situated in the industry. SECTION 4.06. Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Companys
fiscal year, an Officers Certificate stating that a review of its activities during the preceding
fiscal year has been made under the supervision of the signing Officers with a view to determining
whether it has kept, observed, performed and fulfilled its obligations under this Indenture and
further stating, as to each such Officer signing such certificate, that to the best of such
Officers actual knowledge the Company during such preceding fiscal year has kept, observed,
performed and fulfilled each and every such covenant and no Default or Event of Default occurred
during such year and at the date of such certificate there is no Default or Event of Default that
has occurred and is continuing or, if such signers do know of such Default or Event of Default, the
certificate shall describe the Default or Event of Default and its status with particularity. The
Officers Certificate shall also notify the Trustee should the Company elect to change the manner
in which it fixes its fiscal year end. (b) The annual financial statements delivered pursuant to Section 4.08 shall be accompanied by
a written report of the Companys independent accountants (who shall be a firm of established
national reputation) that in conducting their audit of such financial statements nothing has come
to their attention that would lead them to believe that the Company has violated any provisions of
Section 4.01, 4.04, 4.10, 4.11, 4.12 or 4.20 or Article Five insofar as they relate to accounting
matters or, if any such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation. (c) (i) If any Default or Event of Default has occurred and is continuing or (ii) if any
Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this
Indenture or the Notes, the Company shall deliver to the Trustee, at its address set forth in
Section 12.02, by registered or certified mail or by telegram or facsimile transmission followed by
hard copy by registered or certified mail an Officers Certificate specifying such event, notice or
other action within five Business Days of its becoming aware of such occurrence. SECTION 4.07. Compliance with Laws. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable
statutes, rules, regulations, orders and restrictions of the United States of America, all states
and municipalities thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of the -51-




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conduct of its businesses and the ownership of its properties, except for such noncompliances
as are not in the aggregate reasonably likely to have a material adverse effect on the financial
condition or results of operations of the Company and its Subsidiaries, taken as a whole. SECTION 4.08. Reports to Holders. Whether or not required by the rules and regulations of the SEC, so long as any Notes are
outstanding, the Company shall furnish the Holders of Notes: (a) all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to
file such Forms, including a Managements Discussion and Analysis of Financial Condition
and Results of Operations that describes the financial condition and results of operations
of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on
the face of the financial statements or in the footnotes thereto and in Managements
Discussion and Analysis of Financial Condition and Results of Operations, the financial
condition and results of operations of the Company and its Restricted Subsidiaries separate
from the financial condition and results of operations of the Unrestricted Subsidiaries of
the Company, if any) and, with respect to the annual information only, a report thereon by
the Companys certified independent accountants; and (b) all current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports, in each case within the time periods specified in the SECs rules and regulations. SECTION 4.09. Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law or any usury law or other law that would prohibit or forgive the Company from
paying all or any portion of the principal of or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted. -52-




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SECTION 4.10. Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, (a) declare or pay any dividend or make any distribution (other than dividends or
distributions payable in Qualified Capital Stock of the Company) on or in respect of shares
of Capital Stock of the Company to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the
Company or any warrants, rights or options to purchase or acquire shares of any class of
such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or
otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled
repayment or scheduled sinking fund payment, any Indebtedness of the Company that is
subordinate or junior in right of payment to the Notes, any Subsidiary Guarantee, the
Intercompany Note or the Intercompany Note Guaranty, or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a
Restricted Payment), if at the time of such Restricted Payment or immediately after
giving effect thereto (with the value of any such Restricted Payment, if other than cash, to be
determined by the Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution), (i) a Default or an Event of Default shall have occurred and be continuing; (ii) the Company is not able to incur at least $1.00 of additional Indebtedness (other
than Permitted Indebtedness) in compliance with Section 4.12 (or, in the case of a
Restricted Payment by Coinmach Corp. or any of its Restricted Subsidiaries, Coinmach Corp.
is not able to incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.12); or (iii) the aggregate amount of Restricted Payments (including such proposed Restricted
Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other
than in cash, being the Fair Market Value of such property as determined in good faith by
the Board of Directors of the Company) shall exceed the sum of: (w) 50% of the cumulative
Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus
100% of such loss) of the Company earned subsequent to December 31, 2004 and ending on the
last day of the Companys last fiscal quarter ending prior to the date the Restricted
Payment occurs for which fi- -53-




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nancial statements are available (the Reference Date) (treating such period
as a single accounting period); plus (x) 100% of the aggregate net cash proceeds
(excluding proceeds from the exercise of the Over-Allotment Option) received by the Company
from any Person (other than a Subsidiary of the Company) from the issuance and sale
subsequent to December 31, 2004 and on or prior to the Reference Date of Qualified Capital
Stock of the Company or warrants, options or other rights to acquire Qualified Capital Stock
of the Company or from the issuance of debt securities of the Company that have been
converted into or exchanged for Qualified Capital Stock subsequent to the Issue Date and on
or prior to the Reference Date; plus (y) without duplication of any amounts included
in clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity contribution
received by the Company from a holder of the Companys Capital Stock subsequent to December
31, 2004 and on or prior to the Reference Date (excluding, in the case of clauses (iii)(x)
and (y), any net cash proceeds from issuances and sales of Qualified Capital Stock of the
Company financed directly or indirectly using funds borrowed from the Company or any
Subsidiary of the Company, until and to the extent such borrowing is repaid). Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph
do not prohibit: (1) the payment of any dividend within 60 days after the date of declaration of such
dividend if the payment of such dividend would have been permitted on the date of
declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the
acquisition of any shares of Capital Stock of the Company, either (i) solely in exchange for
 shares of Qualified Capital Stock of the Company or (ii) through the application of net
proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the
Company) of shares of Qualified Capital Stock of the Company; (3) if no Default or Event of Default shall have occurred and be continuing, the
acquisition of any Indebtedness of the Company or any Restricted Subsidiary that is
subordinate or junior in right of payment to the Notes, any Subsidiary Guarantee, the
Intercompany Note or the Intercompany Note Guaranty either (i) solely in exchange for shares
of Qualified Capital Stock of the Company, or (ii) through the application of net proceeds
of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of
(A) shares of Qualified Capital Stock of the Company or (B) Refinancing Indebtedness; (4) if no Default or Event of Default shall have occurred and be continuing, an
Investment through the application of the net proceeds of a substantially concurrent sale
for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of
the Company; -54-




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(5) if no Default or Event of Default shall have occurred and be continuing, Restricted
Payments in an aggregate amount not to exceed $30,000,000; (6) if no Default or Event of Default shall have occurred and be continuing, the
repurchase of Capital Stock from members of management or Parent not to exceed $2,000,000 in
any fiscal year; provided that any amounts not used in such fiscal year may be carried
forward one year (but not beyond one year with any carried over amounts being deemed to be
used first in any fiscal year); (7) if no Default or Event of Default shall have occurred and be continuing, the
declaration and payment of dividends on shares of outstanding Common Stock of the Company up
to an aggregate amount in any fiscal quarter not to exceed the Quarterly Base Dividend Level
determined for the prior fiscal quarter so long as, as of any date of determination, the
Interest Coverage Test is met; (8) if no Default or Event of Default shall have occurred and be continuing, the
declaration and payment of dividends on shares of outstanding Common Stock of the Company up
to an aggregate amount in any fiscal quarter not to exceed the Carry-Over Dividend Basket
determined for the prior fiscal quarter to the extent not applied to reduce Capital
Expenditures for such fiscal quarter for purposes of clause (b) of the definition of
Distributable Cash Flow, so long as, as of any date of determination, the Interest
Coverage Test is met; (9) any Restricted Payments in respect of Redemption Rights or Sales Rights permitted
to be exercised pursuant to the terms of this Indenture; (10) distributions to Parent or payments on behalf of Parent for or in respect of (a)
tax preparation, accounting, legal and administrative fees and expenses, including travel
and similar reasonable expenses, incurred on behalf of the Company or its Restricted
Subsidiaries or in connection with Parents ownership of the Company or its Restricted
Subsidiaries, and (b) reasonable and customary directors fees to, and indemnity provided on
behalf of, the directors of Parent, and reimbursement of customary and reasonable travel and
similar expenses incurred in the ordinary course of business in an aggregate amount not to
exceed $2,000,000 in any fiscal year; (11) payments to holders of the Capital Stock of the Company in lieu of the issuance of
fractional shares of the Capital Stock of the Company; (12) if no Default or Event of Default shall have occurred and be continuing or would
be caused thereby immediately following the making thereof, the First Four Dividend
Payments; and -55-




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(13) any Restricted Payment made in connection with the Transactions as described in
the Prospectus. In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in
accordance with clause (iii) of the immediately preceding paragraph, amounts expended pursuant to
clauses (1), (2)(ii), (3)(ii)(a), (5), (6), (7), (8) and (12) shall be included (without
duplication) in such calculation. Not later than the date of making any Restricted Payment pursuant to the provisions of the
first paragraph of this Section 4.10 and no less frequently than quarterly in the case of all other
Restricted Payments, the Company shall deliver to the Trustee an Officers Certificate stating that
such Restricted Payment complies with this Indenture and setting forth in reasonable detail the
basis upon which the required calculations were computed, which calculations may be based upon the
Companys latest available internal quarterly financial statements. SECTION 4.11. Limitation on Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction or series of related
transactions (including, without limitation, the purchase, sale, lease or exchange of any property
or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an
Affiliate Transaction), other than (x) Affiliate Transactions permitted under paragraph
(b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might
reasonably have been obtained in a comparable transaction at such time on an arms-length basis
from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. (b) All Affiliate Transactions (and each series of related Affiliate Transactions which are
similar or part of a common plan) involving aggregate payments or other property with a Fair Market
Value in excess of $5,000,000 shall be approved by a majority of the disinterested members of the
Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval
to be evidenced by a Board Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of
the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions
related to a common plan) that involves an aggregate Fair Market Value of more than $10,000,000,
the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such transaction or series of related
transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a
financial point of view, from an Independent Financial Advisor and file the same with the Trustee. -56-




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(c) The restrictions set forth in paragraph (a) shall not apply to: (i) reasonable fees and compensation paid to, and indemnity provided on behalf of,
officers, directors, employees or consultants of the Company or any Restricted Subsidiary of
the Company as determined in good faith by the Companys Board of Directors or senior
management; (ii) transactions exclusively between or among the Company and any of its Wholly Owned
Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted
Subsidiaries, in each case so long as such transactions are not otherwise prohibited by this
Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any
replacement thereto, or any transaction contemplated thereby (including pursuant to any
amendment thereto) so long as any such amendment or replacement agreement is not more
disadvantageous to the Holders in any material respect than the original agreement as in
effect on the Issue Date; (iv) Permitted Investments and Restricted Payments permitted by Section 4.10; (v) the exercise of Redemption Rights, Sales Rights and transactions pursuant to other
agreements entered into on the Issue Date in connection with the Transactions; and (vi) employment, stock option, stock repurchase, employee benefit compensation,
business expense reimbursement, severance, termination or other employment-related
agreements, arrangements or plans, including, but not limited to, issuance or grants under
the 2004 LTIP of the Company or any Restricted Subsidiary of the Company entered into in the
ordinary course of business. SECTION 4.12. Limitation on Incurrence of Additional Indebtedness. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume, Guarantee, acquire, become liable, contingently or
otherwise, with respect to, or otherwise become responsible for payment of (collectively,
incur) any Indebtedness (other than Permitted Indebtedness); provided,
however, that if no Default or Event of Default shall have occurred and be continuing at
the time of or as a consequence of the incurrence of any such Indebtedness, (i) the Company or any Subsidiary Guarantor, concurrent with or subsequent to the
effectiveness of its Subsidiary Guarantee, may incur Indebtedness (including, without
limitation, Acquired Indebtedness) if on the date of the incurrence of such In- -57-




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debtedness, after giving effect to the incurrence thereof, the Consolidated Fixed
Charge Coverage Ratio of the Company is greater than 2.0 to 1.0 and (ii) at any time prior to the occurrence of the Merger Event, Coinmach Corp. and any of
its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired
Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to
the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of Coinmach Corp. is
greater than 2.0 to 1.0. (b) The Company will not, and will not permit any Subsidiary Guarantor or any Subsidiary that
is an obligor or guarantor of the Intercompany Note (any Intercompany Note Obligor) to,
directly or indirectly, incur any Indebtedness which is or purports to be by its terms (or by the
terms of any agreement governing such Indebtedness) subordinated in right of payment to any other
Indebtedness of the Company or any Subsidiary Guarantor or Intercompany Note Obligor, as the case
may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing
such Indebtedness) made expressly subordinate in right of payment to the Notes, any Subsidiary
Guarantee, the Intercompany Note and the Intercompany Note Guaranty, as the case may be, in each
case to the same extent and in the same manner as such Indebtedness is subordinated in right of
payment to such other Indebtedness. (c) For purposes of determining compliance with, and the outstanding principal amount of, any
particular Indebtedness incurred pursuant to and in compliance with this Section 4.12, the amount
of Indebtedness issued at a price that is less than the principal amount thereof will be equal to
the amount of the liability in respect thereof determined in accordance with GAAP. The accrual of
interest, the accretion or amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms and the payment of
dividends on Disqualified Stock or preferred stock in the form of additional shares of the same
class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of
Indebtedness for purposes of this Section 4.12. (d) The Company will not issue indebtedness represented by Additional IDS Notes after the
Issue Date (whether pursuant to clause (xiv) of the definition of Permitted Indebtedness or
otherwise) unless at the same time and in connection therewith it receives an opinion of
independent counsel nationally recognized in U.S. federal income tax matters to the effect that,
based on customary assumptions and factual representations, such Additional IDS Notes and any
Additional Notes issued in connection therewith will be treated as indebtedness for U.S. federal
income tax purposes (although such opinion may be qualified in the same manner as the equivalent
opinion received by the Company with respect to the Notes underlying the IDSs and the Notes not
underlying IDSs issued on the Issue Date). -58-




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(e) The Company will not issue Indebtedness represented by Additional IDS Notes after the
Issue Date (other than pursuant to the Over-Allotment Option) unless at the same time and in
connection therewith (i) it issues Additional Notes not underlying IDSs having an aggregate
principal amount of not less than 11.1% of the aggregate principal amount of the Notes underlying
such IDSs and (ii) the purchasers of such Additional Notes are required to make the same
representations to the Company required of purchasers of Notes not underlying IDSs purchased on the
Issue Date. The foregoing sentence shall not apply to issuances by the Company of IDSs from time
to time after the Issue Date having an aggregate issue price not to exceed $200,000,000 and, to the
extent issued as incentive compensation to directors or officers of the Company or any of its
Subsidiaries, additional IDSs having an aggregate issue price not to exceed $5,000,000. SECTION 4.13. Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or permit to exist or become effective any
encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions on or in respect of its Capital
Stock, or with respect to any other interest or participation in, or measured by, its
profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to
the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the
Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted
Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a
leasehold interest of any Restricted Subsidiary of the Company; -59-




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(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other than the
Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such
agreements are in effect on the Issue Date, including the Credit Agreement, the
Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness
issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5)
above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary
permitted to be incurred under this Indenture; provided, however, that the provisions
relating to such encumbrance or restriction contained in any such Indebtedness are no less
favorable to the Company in any material respect as determined by the Board of Directors of
the Company in their reasonable and good faith judgment than the provisions relating to such
encumbrance or restriction contained in agreements referred to in such clause (2), (4) or
(5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an
agreement entered into for the sale or disposition of all or substantially all the Capital
Stock or assets of such Restricted Subsidiary pending the closing of such sale or
disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements
entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien
imposed by the holder of such Liens. SECTION 4.14. Limitation on Issuances of Certain Guarantees by, and Debt Securities of,
Restricted Subsidiaries. (a) The Company will not permit any of its Restricted Subsidiaries to directly or indirectly
Guarantee any Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes
and delivers a Subsidiary Guarantee. At any time prior to the occurrence of the Merger Event, the
Company will not permit any Subsidiary of Coinmach Corp. to directly or indirectly Guarantee any
Indebtedness of Coinmach Corp. unless such Subsidiary simultaneously executes and delivers a
joinder to the Intercompany Note Guaranty. -60-




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(b) Notwithstanding the provisions of clause (a) of this Section 4.14, Coinmach Corp. and each
other Significant Subsidiary of the Company that is a Domestic Restricted Subsidiary shall, on the
first day it is not prohibited from guaranteeing all Obligations outstanding under the Notes under
the terms of its Indebtedness outstanding from time to time, execute and deliver a Subsidiary
Guarantee. Any such Subsidiary Guarantee shall not be subordinated in right of payment to any
Indebtedness of the Subsidiary providing the Subsidiary Guarantee. A Subsidiary (other than
Coinmach Corp.) shall be deemed released from all of its obligations under its Subsidiary Guarantee
at any such time that such Subsidiary is released from all of its obligations under all of its
Guarantees in respect of other Indebtedness of the Company, as applicable. SECTION 4.15. Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase
all outstanding Notes pursuant to the offer described in paragraph (b) below (a Change of
Control Offer) at a purchase price equal to 101% of the principal amount thereof plus accrued
interest, if any, to the date of purchase. (b) Within 30 days following the date upon which the Change of Control occurred (the
Change of Control Date), if the Company has not, prior to the Change of Control, sent a
redemption notice for all of the Notes in accordance with Paragraph 5 of the Notes and Section
3.01, the Company shall send, by first class mail, a notice to each Holder, with a copy to the
Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the
Holders shall contain all instructions and materials necessary to enable such Holders to tender
Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes tendered and not withdrawn will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date
(which shall be no earlier than 61 days nor later than 90 days from the date such notice is
mailed, other than as may be required by law) (the Change of Control Payment
Date); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for
payment pursuant to the Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control
Offer will be required to surrender the Note, with the form entitled Option of Holder to
Elect Purchase on the reverse of the Note completed, to the Paying Agent -61-




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at the address specified in the notice prior to the close of business on the third
Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than five Business Days prior to the Change of Control Payment Date, a
telegram, facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Notes the Holder delivered for purchase and a statement that such
Holder is withdrawing its election to have such Notes purchased; (7) that Holders whose Notes are purchased only in part will be issued new Notes in a
principal amount equal to the unpurchased portion of the Notes surrendered; (8) that Holders of IDSs electing to have a Note purchased pursuant to a Change of
Control Offer will be required to separate its IDSs into shares of the Companys Class A
Common Stock and Notes; and (9) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment
Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any,
of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an
Officers Certificate stating the Notes or portions thereof being purchased by the Company. The
Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to
the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and
mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes
surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holders
thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. (c) Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer
shall be returned by the Trustee to the Company. (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To
the extent the provisions of any securities laws or regulations conflict with the provisions under
this Section 4.15, the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. -62-




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(e) The Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer. SECTION 4.16. Limitation on Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless: (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market Value of the
assets sold or otherwise disposed of (as determined in good faith by the Companys Board of
Directors); (ii) at least 75% of the consideration received by the Company or the Restricted
Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash
Equivalents and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such
Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360
days of receipt thereof either (A) to make an investment in properties and assets that replace the properties
and assets that were the subject of such Asset Sale or in properties and assets that
will be used in the business of the Company and its Restricted Subsidiaries as
existing on the Issue Date or in businesses reasonably related thereto
(Replacement Assets), (B) to permanently reduce Indebtedness under the Credit Agreement;
provided that, to the extent the Asset Sale comprised assets of the Company,
the transfer of any Net Cash Proceeds from the Company to Coinmach Corp. in order to
reduce such Indebtedness is made in compliance with Section 4.20, (C) to the extent the Asset Sale comprised assets of a Restricted Subsidiary
that is not a Subsidiary Guarantor or an Intercompany Note Obligor, to permanently
reduce Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor
or an Intercompany Note Obligor, or (D) a combination of prepayment and investment permitted by the foregoing
clauses (iii)(A), (iii)(B) and (iii)(C); -63-




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provided, however, that (1) the 75% limitation set forth in clause (ii) of this paragraph shall not
apply to any proposed Asset Sale for which an independent certified accounting firm shall certify
to the Board of Directors of the Company and the Trustee that the after-tax cash portion of the
consideration to be received by the company or such Restricted Subsidiary in such proposed Asset
Sale is equal to or greater than what the net after-tax cash proceeds would have been had such
proposed Asset Sale Complied with the 75% limitation set forth in clause (ii) of this paragraph;
(2) for purposes of this Section 4.16, Cash Equivalents shall include any Indebtedness under the
Credit Agreement of the Company or any Restricted Subsidiary (as shown on the Companys or such
Restricted Subsidiarys most recent balance sheet or in the notes thereto) that is assumed by the
transferee and for which the Company or such Restricted Subsidiary is reasonably indemnified in
connection with the relevant Asset Sale; and (3) any Asset Sale of the Intercompany Note or any
Intercompany Note Guarantee, or any interest therein, shall be made in compliance with the terms of
the Security Agreement or the Pledge Agreement, as applicable. On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors
of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds
relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of
the preceding paragraph (each, a Net Proceeds Offer Trigger Date), such aggregate amount
of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date
as permitted in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the preceding paragraph (each,
a Net Proceeds Offer Amount) shall be applied by the Company or such Restricted
Subsidiary to make an offer to purchase (a Net Proceeds Offer) on a date (a Net
Proceeds Offer Payment Date) not less than 30 nor more than 60 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal
to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to
be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase;
provided, however, that, notwithstanding the foregoing, (i) in the case of an Asset
Sale comprising assets of a Restricted Subsidiary of the Company, the Company shall not be required
to make a Net Proceeds Offer to the extent such Restricted Subsidiary is not permitted pursuant to
its outstanding Indebtedness to make a Restricted Payment to the Company, and (ii) if at any time
any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as
the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash (other than interest received with respect to any such non-cash consideration), then
such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with this Section 4.16. The Company may defer
the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or
in excess of $5,000,000 resulting from one or more Asset Sales (at which time, the entire
unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5,000,000, shall be
applied as required pursuant to this paragraph). -64-




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In the event of the transfer of substantially all (but not all) of the property and assets of
the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted
under Section 5.01, which transaction does not constitute a Change of Control, the successor
corporation shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this Section 4.16, and shall comply with
the provisions of this Section with respect to such deemed sale as if it were an Asset Sale. In
addition, the Fair Market Value of such properties and assets of the Company or its Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section
4.16. Notwithstanding the first two paragraphs of this Section 4.16(a), the Company and its
Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such
paragraph to the extent that (i) at least 75% of the consideration for such Asset Sale constitutes
Replacement Assets and (ii) such Asset Sale is for Fair Market Value; provided that any
cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries in
connection with any Asset Sale permitted to be consummated under this paragraph shall constitute
Net Cash Proceeds subject to the provisions of the second paragraph of this Section 4.16(a). (b) Subject to the deferral of the Net Proceeds Offer Trigger Date contained in subsection (a)
above, each notice of a Net Proceeds Offer pursuant to this Section 4.16 shall be mailed, by first
class mail, by the Company not more than 25 days after the Net Proceeds Offer Trigger Date to all
Holders at their last registered addresses as of a date within 15 days of the mailing of such
notice, with a copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state
the following terms: (1) that the Net Proceeds Offer is being made pursuant to this Section 4.16 and that
all Notes tendered, in whole or in part, will be accepted for payment; provided,
however, that if the aggregate principal amount of Notes tendered in a Net Proceeds
Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of
the Net Proceeds Offer, the Company shall select the Notes to be purchased on a pro rata
basis; (2) the purchase price (including the amount of accrued interest) and the purchase date
(which shall be 20 Business Days from the date of mailing of notice of such Net Proceeds
Offer, or such longer period as required by law) (the Proceeds Purchase Date); (3) that any Note not tendered will continue to accrue interest; -65-




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(4) that, unless the Company defaults in making payment therefor, any Note accepted for
payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Proceeds
Purchase Date; (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer
will be required to surrender the Note, with the form entitled Option of Holder to Elect
Purchase on the reverse of the Note completed, to the Paying Agent at the address specified
in the notice prior to the close of business on the third Business Day prior to the Proceeds
Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than five Business Days prior to the Proceeds Purchase Date, a telegram,
facsimile transmission or letter setting forth the name of the Holder, the principal amount
of the Notes the Holder delivered for purchase and a statement that such Holder is
withdrawing its election to have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a
principal amount equal to the unpurchased portion of the Notes surrendered; (8) that Holders of IDSs electing to have a Note purchased pursuant to a Net Proceeds
Offer will be required to separate its IDSs into shares of the Companys Class A Common
Stock and Notes; and (9) the circumstances and relevant facts regarding such Change of Control. On or before the Proceeds Purchase Date, the Company shall (i) accept for payment Notes or
portions thereof tendered pursuant to the Net Proceeds Offer which are to be purchased in
accordance with item (b)(1) above, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient
to pay the purchase price plus accrued interest, if any, of all Notes to be purchased and (iii)
deliver to the Trustee Notes so accepted together with an Officers Certificate stating the Notes
or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued
interest, if any. For purposes of this Section 4.16, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Net Proceeds Offer shall be
returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the
extent that the provisions of any securities laws or regulations conflict -66-




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with this Section 4.16, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under Section 4.16 by virtue
thereof. SECTION 4.17. Limitation on Preferred Stock of Restricted Subsidiaries. The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock
(other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any
Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any
Preferred Stock of any Restricted Subsidiary of the Company. SECTION 4.18. Limitation on Liens. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind
(except for Permitted Liens) against or upon any property or assets of the Company or any of its
Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any
proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom. SECTION 4.19. Conduct of Business. The Company and its Restricted Subsidiaries will not engage in any businesses which are not
the same, similar or reasonably related to the businesses (including, without limitation, route
businesses) in which the Company and its Restricted Subsidiaries are engaged on the Issue Date. SECTION 4.20. Limitation on Equity Contributions to Restricted Subsidiaries; Obligations
To Transfer Certain Proceeds. (a) At any time prior to the occurrence of the Merger Event that the Total Remaining Payments
Tests are not met, (i) the Company shall not transfer any assets, directly or indirectly, to any
Subsidiary other than Coinmach Corp., (ii) if and to the extent any direct or indirect transfer of assets is made to Coinmach
Corp., such transfer shall automatically be deemed to be Indebtedness incurred under the
Intercompany Note (and Indebtedness under the Intercompany Note shall be increased by the
Fair Market Value of any assets so transferred), and -67-




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(iii) the net proceeds received by the Company from any offer and sale of IDSs, Capital
Stock or Indebtedness of the Company shall: (1) in the case of any such net proceeds resulting from the issuance of IDSs or
Class A Common Stock, be used to redeem shares of Class B Common Stock that are
tendered to the Company in connection with the exercise of any Redemption Right
related thereto by the Company or the exercise of any Sales Right related thereto by
the holder thereof to the extent permitted by Section 4.21; (2) if and to the extent Coinmach Corp. is permitted to incur such Indebtedness
under the terms of its other Indebtedness outstanding from time to time, be lent as
promptly as practicable to Coinmach Corp. as Indebtedness under the Intercompany
Note; or (3) any combination thereof. (b) Any such Indebtedness incurred or deemed incurred under the Intercompany Note pursuant to
clause (a)(ii) or (a)(iii)(2) above shall have an aggregate principal amount equal to the amount of
cash so transferred (or, in the case of assets not constituting cash, the Fair Market Value of such
assets (which shall, to the extent involving assets with a Fair Market Value in excess of
$5,000,000, be determined by the Board of Directors of the Company in its reasonable and good faith
judgment, such determination to be evidenced by a Board Resolution)). If any such net proceeds
remain outstanding and Coinmach Corp. is not permitted to incur such additional Indebtedness under
the terms of its other Indebtedness, the Company may (x) retain such amounts until such time as
such amounts may be applied in accordance with such clause (a)(iii)(2) above, (y) pay any portion
of any interest then accrued and unpaid and principal on the Notes on the date such interest or
principal becomes due and payable, or (z) any combination thereof. (c) Notwithstanding anything to the contrary in this Section 4.20, the Company shall be
permitted to apply the proceeds of the offerings described in the Prospectus (including proceeds
received in connection with the exercise of the Over-Allotment Option) to consummate the
Transactions as described in the Prospectus. SECTION 4.21. Exercise of Redemption Rights and Sales Rights. The Company will not exercise any Redemption Rights or redeem any shares of Class B Common
Stock that are tendered to the Company in connection with the exercise of any Sales Rights related
thereto by the holder thereof prior to the date that is six months after the Issue Date.
Thereafter, the Company will not exercise any Redemption Right or redeem any shares of Class B
Common Stock that are tendered to the Company in connection with the exercise of any Sales Right
related thereto, in each case unless: -68-




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(1) no Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; (2) for the most recent fiscal quarter for which internal financial statements are
available after giving pro forma effect to such exercise and the application of proceeds, if
any, therefrom, the Company would have been permitted under clause (7) of the second
paragraph of Section 4.10 to pay a per share dividend with respect to all Class A Common
Stock in an amount not less than the average per share dividend declared by the Companys
Board of Directors with respect to the Class A Common Stock for such fiscal quarter and the
fiscal quarter immediately preceding such fiscal quarter, as adjusted for any separation,
combination, reclassification or other like event with respect to the Class A Common Stock; (3) the Consolidated Fixed Charge Coverage Ratio of the Company at the time of the
exercise and after giving pro forma effect to such exercise and the application of proceeds,
if any, therefrom would have been greater than 2.125 to 1.0; and (4) if such exercise occurs prior to the Merger Event, at the time of the exercise and
immediately after giving effect thereto, either the Disproportionality Test or the Total
Remaining Payments Tests are met. SECTION 4.22. Impairment of Security Interest. So long as the Liens under the Collateral Agreements shall not have been released pursuant to
Section 11.06(a)(i), (ii) or (iii), subject to the Intercreditor Agreement, the Company shall not
take or omit to take (or permit to be taken or omit to be taken) any action that would adversely
affect or impair in any material respect the Liens in favor of the Collateral Agent with respect to
the Collateral. Neither the Company nor Laundry Corp. shall grant to any Person (other than the
Collateral Agent), or permit any Person (other than the Collateral Agent), to retain any interest
whatsoever in the Collateral other than holders of Permitted Liens. Neither the Company nor
Laundry Corp. will enter into any agreement that requires the proceeds received from any sale of
Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness
of any Person (other than a holder of a Permitted Lien) other than as permitted by this Indenture,
the Notes, the Intercreditor Agreement and the Collateral Agreements. The Company shall, at its
sole cost and expense, execute and deliver, and cause to be executed and delivered, all such
agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more
fully or accurately describe the property intended to be Collateral or the obligations intended to
be secured by the Collateral Agreements. The Company shall, at its sole cost and expense, file,
and cause to be filed, any such notice filings or other agreements or instruments as may be
reasonably necessary or desirable under applicable law to perfect the Liens created by the
Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may
reasonably request. -69-




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SECTION 4.23. Limitation on Repurchases and Payments for Consents. The Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, (1) purchase, redeem or otherwise acquire or retire for value any Notes not underlying
an IDS, or (2) pay or cause to be paid any consideration to or for the benefit of any Holder of
Notes not underlying an IDS (including Notes that have separated from the IDSs after the
Issue Date) for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture, the Notes, the Intercompany Note, the Intercompany Note
Guaranty, any Collateral Agreement or the Intercreditor Agreement, unless the purchase, redemption or acquisition is available to all Holders of Notes and the
applicable consideration is offered to be paid and is paid to all Holders of Notes that accept such
offer to purchase, redeem or otherwise acquire or retire for value or that consent, waive or agree
to amend, in each case in the time frame set forth in the applicable offer or solicitation
documents. SECTION 4.24. Limitation on Asset Transfers to Subsidiaries that Are Not Subsidiary
Guarantors or Intercompany Note Obligors. The Company will not, and will not cause or permit any Subsidiary Guarantor or Intercompany
Note Obligor to, directly or indirectly sell, convey, lease (other than operating leases entered
into in the ordinary course of business), assign or otherwise transfer any asset of any such Person
to any Subsidiary of the Company (other than any such Subsidiary that is a Domestic Restricted
Subsidiary and is, or concurrently with such sale, conveyance, lease, assignment or other transfer
will be, a Subsidiary Guarantor or Intercompany Note Obligor) following the Issue Date unless such
sale, conveyance, lease, assignment or other transfer is made in compliance with Section 4.11
(without giving effect to clauses (c)(ii) and (c)(iv) thereof). SECTION 4.25. Subsequent Issuance. (a) Upon the issuance by the Company of Additional Notes with OID in a Primary Registered
Offering, immediately following such issuance, a portion of each Holders Initial Notes, Additional
Notes issued in a Primary Registered Offering without OID (if any) (the Non-OID Additional
Notes) and/or such Additional Notes, as applicable, or beneficial interest therein, will
automatically, without any action by such Holder, be exchanged (each, an OID Exchange)
for a portion of each other Holders Initial Notes, Non-OID Additional Notes (if any) and/or such
Additional Notes, such that immediately after the OID Exchange, -70-




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each Holder will hold Initial Notes, Non-OID Additional Notes (if any) and such Additional
Notes in the same proportion as the ratio of the then outstanding aggregate principal amount of the
Initial Notes (and Non-OID Additional Notes, if applicable) to the then outstanding aggregate
principal amount of such Additional Notes. The aggregate principal amount of Notes owned by each
Holder will not change as a result of the OID Exchange. Immediately following the OID Exchange,
the Company and the Trustee will instruct the Depositary to facilitate the combination of the
Initial Notes, Non-OID Additional Notes (if any) and/or such Additional Notes into inseparable
units (such units, and any units so created following any issuance described in paragraph (b)
below, the OID Exchange Units). (b) After the occurrence of an OID Exchange and upon any subsequent issuance by the Company of
Additional Notes in a Primary Registered Offering, immediately following such issuance a portion of
each Holders OID Exchange Units and/or such Additional Notes, as applicable, will be automatically
exchanged in accordance with the OID Exchange provisions in clause (a) above. (c) At least ten (10) Business Days prior to the closing of any transaction that is likely to
result in an OID Exchange, the Company shall notify the Trustee and the Depositary in writing of
its intention to consummate such transaction and shall instruct the Trustee and the Depositary to
take any action necessary to effect the OID Exchange. Such notice may be revoked at any time prior
to the date fixed for the OID Exchange by delivery of a notice in writing to the Trustee and the
Depositary. (d) The Company agrees, and by acceptance of beneficial ownership in the Notes each such
beneficial owner of Notes shall be deemed to have agreed, that (i) the Company will report any OID
associated with Notes represented by the OID Exchange Units among all Holders of OID Exchange Units
in proportion to their ownership of the aggregate principal amount of Notes represented by OID
Exchange Units, and (ii) each beneficial owner of OID Exchange Units shall report such OID in this
manner and shall not take an inconsistent position for any applicable tax purpose. (e) With respect to any Additional Notes exchanged in any OID Exchange, Holders may obtain the
amount of OID in respect of such Additional Notes, the date of issuance, the issue price and the
yield to maturity by submitting a written request to the Company. SECTION 4.26. Mortgages. So long as the Liens under the Collateral Agreements shall not have been released pursuant to
Section 11.06(i), (ii) or (iii) and the Merger Event shall not have occurred, if the Company or
Laundry Corp. acquires a fee interest in any Real Property (the Premises) after the Issue
Date, with a purchase price of greater than $5,000,000: -71-




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(a) the Company shall, or, if applicable, shall cause Laundry Corp. to, deliver to the
Collateral Agent, as mortgagee, fully-executed counterparts of a Mortgage, dated as of the
date of acquisition of such Real Property, duly executed by the Company or Laundry Corp., as
the case may be, together with evidence of the completion (or satisfactory arrangements for
the completion), of all recordings and filings of such Mortgage as may be necessary to
create a valid, perfected Lien, subject to Permitted Liens, against the Premises purported
to be covered thereby; and (b) the Collateral Agent shall have received a mortgagees title insurance policy in
favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent,
the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the
Premises purported to be covered by such Mortgage and issued by an insurer of national
reputation selected by the Company, insuring that title to the Premises is marketable and
that the interests created by the Mortgage constitute valid Liens thereon free and clear of
all Liens, defects and encumbrances other than Permitted Liens, and such policy shall be
accompanied by evidence of the payment in full of all premiums thereon. ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. Merger, Consolidation and Sale of Assets. (a) The Company shall not, in a single transaction or series of related transactions,
consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise
dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer,
lease, convey or otherwise dispose of) all or substantially all of the Companys assets (determined
on a consolidated basis for the Company and the Companys Restricted Subsidiaries) whether as an
entirety or substantially as an entirety to any Person unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the
Person (if other than the Company) formed by such consolidation or into which the Company is
merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or
other disposition the properties and assets of the Company and of the Companys Restricted
Subsidiaries substantially as an entirety (the Surviving Entity): (x) shall be a
corporation organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia and (y) shall expressly assume, (A) by supplemental
indenture (in form and substance satisfactory to the Trustee), executed and delivered to the
Trustee, the due and punctual -72-




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payment of the principal of and premium, if any, and interest on all of the Notes and
the performance of every covenant of the Notes, this Indenture and the Registration Rights
Agreement on the part of the Company to be performed or observed and (B) by amendment,
supplement or other instrument (in form and substance reasonably satisfactory to the Trustee
and the Collateral Agent), executed and delivered to the Trustee and the Collateral Agent,
all Obligations of the Company under the Collateral Agreements, and in connection therewith
shall cause such instruments to be filed and recorded in such jurisdictions and take such
other actions as may be required by applicable law to perfect or continue the perfection of
the Lien created under the Collateral Agreements on the Collateral owned by or transferred
to the surviving entity; (ii) immediately after giving effect to such transaction and the assumption
contemplated by clause (a)(i)(2)(y) of this Section 5.01 (including giving effect to any
Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection
with or in respect of such transaction), the Company or such Surviving Entity, as the case
may be, shall be able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and
the assumption contemplated by clause (a)(i)(2)(y) of this Section 5.01 (including, without
limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or
anticipated to be incurred and any Lien granted in connection with or in respect of the
transaction), no Default or Event of Default shall have occurred or be continuing; and (iv) the Company or the Surviving Entity shall have delivered to the Trustee an
Officers Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a
supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with the applicable provisions of this Indenture and that all conditions
precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
single transaction or series of transactions) of all or substantially all of the properties or
assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes
all or substantially all of the properties and assets of the Company, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the Company. Notwithstanding anything in this Section 5.01 to the contrary, (1) the Company may merge with
an Affiliate that has no material assets or liabilities and that is incorporated or organized
solely for the purpose of reincorporating or reorganizing the Company in another state of the
United States or the District of Columbia without complying with clause (a)(ii) of -73-




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this Section 5.01, (2) the merger or consolidation of Coinmach Corp. with and into the Company
need only comply with clause (a)(iv) of this Section 5.01, and (3) the merger or consolidation of
the Company with and into Coinmach Corp. need only comply with clauses (a)(i)(2)(y) and (a)(iv) of
this Section 5.01. SECTION 5.02. Successor Corporation Substituted. Upon any consolidation, combination or merger or any transfer of all or substantially all of
the assets of the Company in accordance with the foregoing in which the Company is not the
continuing corporation, the successor Person formed by such consolidation or into which the Company
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 Company under this Indenture and
the Notes with the same effect as if such surviving entity had been named as such, and the Company
shall be released from the obligations under the Notes and this Indenture except in the case of a
lease of the Companys assets and except with respect to any obligations under the Notes and this
Indenture that arise from, or related to, such transaction. ARTICLE SIX DEFAULT AND REMEDIES SECTION 6.01. Events of Default. An Event of Default shall occur if: (1) the Company fails to pay interest on any Notes when the same becomes due and
payable and the Default continues for a period of 30 days; (2) the Company fails to pay the principal on any Notes, when such principal becomes
due and payable, at maturity, upon redemption or otherwise (including the failure to make a
payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds
Offer or the failure to make any Sinking Fund payment); (3) the Company defaults in the observance or performance of any of the covenants
described in Sections 4.08, 4.16 and 4.19 which default continues for a period of 60 days
after the Company receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% of the aggregate
outstanding principal amount of the Notes; -74-




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(4) the Company defaults in the observance or performance of any other covenant or
agreement contained in this Indenture or any Collateral Agreement which default continues
for a period of 30 days after the Company receives written notice specifying the default
(and demanding that such default be remedied) from the Trustee or the Holders of at least
25% of the aggregate outstanding principal amount of the Notes (except in the case of a
default with respect to Article Five, which will constitute an Event of Default with such
notice requirement but without such passage of time requirement); (5) the Company fails to pay at final maturity (giving effect to any applicable grace
periods and any extensions thereof) the principal amount of any Indebtedness of the Company
or any Restricted Subsidiary of the Company, or the acceleration of the final stated
maturity of any such Indebtedness (which acceleration is not rescinded, annulled or
otherwise cured within 20 days of receipt by the Company 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; provided that, for purposes of this clause (5), the failure to pay at final
maturity any Indebtedness under the Intercompany Note and the Intercompany Note Guaranty, or
the acceleration of the final stated maturity of any Indebtedness under the Intercompany
Note and the Intercompany Note Guaranty (which acceleration is not rescinded, annulled or
otherwise cured within 20 days of receipt by Coinmach Corp. of written notice of any such
acceleration), shall be an Event of Default; (6) 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 Company 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; (7) the Company 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; -75-




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(8) a court of competent jurisdiction enters a judgment, decree or order for relief in
respect of the Company 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 Company or any
Significant Subsidiary, (B) appoint a Custodian of the Company 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; (9) any Collateral Agreement shall cease to be in full force and effect, or ceases to
be effective in all material respects to grant a perfected Lien on the Collateral with the
priority purported to be created thereby for 30 days after notice by the Trustee or the
Holders of at least 25% of the aggregate outstanding principal amount of the Notes to the
Company; and (10) any Subsidiary Guarantee of a Significant Subsidiary ceases following the delivery
thereof to be in full force and effect or any Subsidiary Guarantee of a Significant
Subsidiary is declared to be null and void and unenforceable or any Subsidiary Guarantee of
a Significant Subsidiary is found to be invalid or any Subsidiary Guarantor that is a
Significant Subsidiary denies its liability under its Subsidiary Guarantee (other than by
reason of release of a Subsidiary Guarantor in accordance with the terms of this Indenture). SECTION 6.02. Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8)
with respect to the Company) occurs and is continuing and has not been waived pursuant to Section
6.04, then the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may
declare the principal of and accrued interest on all the Notes to be due and payable by notice in
writing to the Company and the Trustee specifying the Event of Default and that it is a notice of
acceleration, and the same shall become immediately due and payable. (b) If an Event of Default specified in Section 6.01(7) or (8) with respect to the Company
occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid
interest on all of the outstanding Notes shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee or any Holder. (c) At any time after a declaration of acceleration with respect to the Notes in accordance
with this Section 6.02, the Holders of a majority in aggregate principal amount of the Notes, which
majority includes, if a Separation Event of Default has occurred, Holders of at least 10% in
aggregate principal amount of Notes that do not beneficially own (and are -76-




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not Affiliates of a beneficial owner of) an equity interest of the Company (including but not
limited to Capital Stock of the Company), may rescind and cancel such declaration and its
consequences: (i) if the rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid; (iv) if the Company has paid the Trustee and the Collateral Agent their reasonable
compensation and reimbursed the Trustee and the Collateral Agent for their expenses,
disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in
Sections 6.01(7) or (8), the Trustee shall have received an Officers Certificate and an
Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal of or interest on the Notes
or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any 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. SECTION 6.04. Waiver of Past Defaults. Subject to Sections 2.09, 6.07 and 9.02, the Holders of a majority in principal amount of the
outstanding Notes, which majority includes, if a Separation Event of Default has occurred, Holders
of at least 10% in aggregate principal amount of Notes that do not -77-




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beneficially own (and are not Affiliates of a beneficial owner of) an equity interest of the
Company (including but not limited to Capital Stock of the Company), by notice to the Trustee may
waive any existing Default or Event of Default and its consequences, except a Default in the
payment of principal of or interest on any Note as specified in clauses (1) and (2) of Section
6.01. When a Default or Event of Default is waived, it is cured and ceases. SECTION 6.05. Control by Majority. Subject to Section 2.09, the Holders of a majority in aggregate principal amount of the
outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the Trustee, including,
without limitation, any remedies provided for in Section 6.03. Subject to Section 7.01, however,
the Trustee may refuse to follow any direction that the Trustee reasonably believes conflicts with
any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of
another Holder, or that may involve the Trustee in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction. SECTION 6.06. Limitation on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Notes unless: (1) the Holder gives to the Trustee written notice of a continuing Event of Default; (2) Holders of at least 25% in principal amount of the outstanding Notes make a written
request to the Trustee to pursue the remedy; (3) such Holders offer to the Trustee indemnity reasonably satisfactory to the Trustee
against any loss, liability or expense to be incurred in compliance with such request; (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of satisfactory indemnity; and (5) during such 60-day period the Holders of a majority in principal amount of the
outstanding Notes (and, in the case of any rescission and cancellation pursuant to Section
6.02(c) or a waiver pursuant to Section 6.04, Holders of at least 10% in the aggregate
principal amount of the Notes that do not own (and are not Affiliates of a beneficial owner
of) an equity interest of the Company (including but not limited to Capital Stock of the
Company)) do not give the Trustee a direction which, in the opinion of the Trustee, is
inconsistent with the request. -78-




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The foregoing limitations shall not apply to a suit instituted by a Holder for the enforcement
of the payment of principal and premium, if any, or interest on such Note on or after the
respective due dates set forth in such Note (including upon acceleration thereof) or the
institution of any proceeding with respect to this Indenture or any remedy hereunder, including
without limitation acceleration, by the Holders of a majority in principal amount of outstanding
Notes; provided that upon institution of any proceeding or exercise of any remedy, such
Holders provide the Trustee with prompt notice thereof. A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over such other Holder. SECTION 6.07. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on a Note, on or after the respective due dates expressed in
such Note, or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder. SECTION 6.08. Collection Suit by Trustee. If an Event of Default in payment of principal or interest specified in clause (1) or (2) of
Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company or any other obligor on the Notes for the whole
amount of principal and accrued interest remaining unpaid, together with interest on overdue
principal and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest at the rate set forth in Section 4.01 and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel. SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel)
and the Holders allowed in any judicial proceedings relating to the Company or any other obligor
upon the Notes, any of their respective creditors or any of their respective property and shall be
entitled and empowered to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same, and any Custodian in any such judicial proceedings
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances
of the Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.07.
The Companys payment -79-




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obligations under this Section 6.09 shall be secured in accordance with the provisions of
Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding. SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article Six, it shall pay out
the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: if the Holders are forced to proceed against the Company directly without the
Trustee, to Holders for their collection costs; Third: to Holders for amounts due and unpaid on the Notes for principal and interest,
ratably, without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal and interest, respectively; and Fourth: to the Company, or as a court of competent jurisdiction may direct. The Trustee, upon prior notice to the Company, may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10. SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys
fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders
of more than 10% in principal amount of the outstanding Notes. -80-




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ARTICLE SEVEN TRUSTEE SECTION 7.01. Duties of Trustee. (a) If a Default or an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use the same degree of
care and skill in its exercise thereof as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs. (b) Except during the continuance of a Default or an Event of Default: (1) The Trustee need perform only those duties as are specifically set forth in this
Indenture and no covenants or obligations shall be implied in this Indenture against the
Trustee. (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture. (c) Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved
from liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that: (1) This paragraph does not limit the effect of paragraph (b) of this Section 7.01. (2) The Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts. (3) The Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.02,
6.04 or 6.05. (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers if it shall have reasonable -81-




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grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c) and (d) of this Section 7.01. (f) The Trustee shall not be liable for interest on any money or assets received by it except
as the Trustee may agree in writing with the Company. Assets held in trust by the Trustee need not
be segregated from other assets except to the extent required by law. SECTION 7.02. Rights of Trustee. Subject to Section 7.01: (a) The Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any document reasonably believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may consult with counsel and
may require an Officers Certificate or an Opinion of Counsel, or both, which shall conform
to Sections 12.04 and 12.05. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers Certificate or Opinion of Counsel. (c) The Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action that it takes or omits to take in
good faith which it reasonably believes to be authorized or within its rights or powers. (e) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, notice, request,
direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts or matters as
it may see fit and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, upon reasonable notice to the Company, to examine the
books, records and premises of the Company, personally or by agent or attorney and to
consult with the officers and representatives of the Company, including the Companys
accountants and attorneys at the expense of the Company and shall incur no liability of any
kind by reason of such inquiry or investigation. -82-




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(f) The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the Holders
pursuant to the provisions of this Indenture unless such Holders shall have offered to the
Trustee security or indemnity reasonably satisfactory to the Trustee against the costs,
expenses and liabilities which may be incurred by it in compliance with such request, order
or direction. (g) The Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder. (h) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of
profit) irrespective of whether the Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action. (i) The Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities and this
Indenture. (j) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian
and other Person employed to act hereunder. SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company, any Subsidiary of the Company or their respective
Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. SECTION 7.04. Trustees Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Notes, and it shall not be accountable for the Companys use of the proceeds from the Notes, and it
shall not be responsible for any statement of the Company in this Indenture or the Notes other than
the Trustees certificate of authentication. -83-




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SECTION 7.05. Notice of Default. If a Default or an Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to each Holder notice of the uncured Default or Event of Default
within 90 days after such Default or Event of Default becomes known to the Trustee. Except in the
case of a Default or an Event of Default in payment of principal of, or interest on, any Note,
including an accelerated payment and the failure to make payment on the Change of Control Payment
Date pursuant to a Change of Control Offer or on the Net Proceeds Offer Payment Date pursuant to a
Net Proceeds Offer and, except in the case of a failure to comply with Article Five, the Trustee
may withhold the notice if and so long as its Board of Directors, the executive committee of its
Board of Directors or a committee of its directors and/or Trust Officers in good faith determines
that withholding the notice is in the interest of the Holders. SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each May 15, the Trustee shall, to the extent that any of the events
described in TIA § 313(a) occurred within the previous twelve months, but not otherwise, mail to
each Holder a brief report dated as of such date that complies with TIA § 313(a). The Trustee also
shall comply with TIA §§ 313(b) and (c). A copy of each report at the time of its mailing to Holders shall be mailed to the Company and
filed with the SEC and each stock exchange, if any, on which the Notes are listed. The Company shall promptly notify the Trustee if the Notes become listed on any stock exchange
and the Trustee shall comply with TIA § 313(d). SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its
services. The Trustees compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it in connection with the performance of its duties
under this Indenture. Such expenses shall include the reasonable fees and expenses of the
Trustees agents and counsel. Each of the Company and the Subsidiary Guarantors shall, jointly and severally, indemnify the
Trustee and its agents, employees, stockholders and directors and officers for, and hold them
harmless against, any loss, liability, claim, damage or expense incurred by them except for such
actions to the extent determined to have been caused by their own negligence, bad faith or willful
misconduct, arising out of or in connection with the administration of this trust including the
reasonable costs and expenses of enforcing this Indenture against -84-




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the Company (including this Section 7.07) and defending themselves against any claim or
liability in connection with the exercise or performance of any of their rights, powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee
for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve
the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate and may participate in the defense; provided that any settlement of a claim shall
be approved in writing by the Trustee. Alternatively, the Trustee may at its option have separate
counsel of its own choosing and the Company shall pay the reasonable fees and expenses of such
counsel; provided that the Company will not be required to pay such fees and expenses if it
assumes the Trustees defense and there is no conflict of interest between the Company and the
Trustee in connection with such defense as reasonably determined by the Trustee. The Company need
not pay for any settlement made without its written consent, which consent shall not be
unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss or
liability to the extent incurred by the Trustee through its own negligence, bad faith or willful
misconduct. To secure the Companys payment obligations in this Section 7.07, the Trustee shall have a
lien prior to the Notes on all assets or money held or collected by the Trustee, in its capacity as
Trustee, except assets or money held in trust to pay principal of or interest on particular Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(7) or (8) occurs, such expenses and the compensation for such services are intended to
constitute expenses of administration under any Bankruptcy Law. The obligations of the Company under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture. SECTION 7.08. Replacement of Trustee. The Trustee may resign by so notifying the Company. The Holders of a majority in principal
amount of the outstanding Notes may remove the Trustee by so notifying the Company and the Trustee
and may appoint a successor Trustee. The Company may remove the Trustee if: (1) the Trustee fails to comply with Section 7.10; (2) the Trustee is adjudged bankrupt or insolvent; (3) a receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee becomes incapable of acting. -85-




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If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall notify each Holder of such event and shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in
principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Promptly after that, the retiring Trustee shall, upon payment of its
charges hereunder, transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount
of the outstanding Notes may, at the expense of the Company, petition any court of competent
jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Companys
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the resulting, surviving or transferee
corporation without any further act shall, if such resulting, surviving or transferee corporation
is otherwise eligible hereunder, be the successor Trustee; provided that such corporation shall be
otherwise qualified and eligible under this Article Seven. SECTION 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1),
(2) and (5). The Trustee (or, in the case of a corporation included in a bank holding company
system, the related bank holding company) shall have a combined capital and surplus of at least $50
million as set forth in its most recent published annual report of condition. In addition, if the
Trustee is a corporation included in a bank holding company system, the Trustee, independently of
such bank holding company, shall meet the capital -86-




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requirements of TIA § 310(a)(2). The Trustee shall comply with TIA § 310(b); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures
under which other securities, or certificates of interest or participation in other securities, of
the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are
met. The provisions of TIA § 310 shall apply to the Company, as obligor of the Notes. SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated therein. ARTICLE EIGHT SATISFACTION AND DISCHARGE OF INDENTURE SECTION 8.01. Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, elect to have either paragraph (b) or
paragraph (c) below be applied to the outstanding Notes upon compliance with the applicable
conditions set forth in paragraph (d). (b) Upon the Companys exercise under paragraph (a) of the option applicable to this paragraph
(b), the Company and the Subsidiary Guarantors shall be deemed to have been released and discharged
from their obligations (and all Liens on Collateral in connection with the issuance of the Notes)
with respect to the outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, Legal Defeasance). For this purpose, Legal Defeasance means that the
Company shall be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be outstanding only for the purposes of
the Sections and matters under this Indenture referred to in clauses (i) and (ii) below, and to
have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes
are concerned, except for the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive solely from the
trust fund described in paragraph (d) below and as more fully set forth in such paragraph payments
in respect of the principal of and interest on such Notes when such payments are due and (ii)
obligations listed in Section 8.03, subject to compliance with this Section 8.01. The Company may
exercise its option under this paragraph (b) notwithstanding the prior exercise of its option under
paragraph (c) below with respect to the Notes. -87-




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(c) Upon the Companys exercise under paragraph (a) of the option applicable to this paragraph
(c), the Company shall be released and discharged from its obligations under any covenant contained
in Article Five, Sections 4.05 and 4.08, Sections 4.10 through 4.24 and Section 4.26 with respect
to the outstanding Notes (including any such obligation that required that Collateral be provided
by the Company to secure the Notes) on and after the date the conditions set forth below are
satisfied (hereinafter, Covenant Defeasance), and the Notes shall thereafter be deemed to
be not outstanding for the purpose of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants, but shall continue
to be deemed outstanding for all other purposes hereunder (it being understood that such Notes
shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event of Default under
Section 6.01(3) or 6.01(4), but, except as specified above, the remainder of this Indenture and
such Notes shall be unaffected thereby. In addition, upon the Companys exercise under paragraph
(a) hereof of the option applicable to this paragraph (c), and subject to the satisfaction of the
conditions set forth in Section 8.03, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6), 6.01(9) and
6.01(10) shall not constitute Events of Default. (d) The following shall be the conditions to application of either paragraph (b) or paragraph
(c) above to the outstanding Notes: (1) The Company shall have irrevocably deposited in trust with the Trustee, pursuant to
an irrevocable trust and security agreement in form and substance reasonably satisfactory to
the Trustee, U.S. Legal Tender or U.S. Government Obligations or a combination thereof in
such amounts and at such times as are sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of and interest on the
outstanding Notes to maturity or redemption; provided, however, that the
Trustee (or other qualifying trustee) shall have received an irrevocable written order from
the Company instructing the Trustee (or other qualifying trustee) to apply such U.S. Legal
Tender or the proceeds of such U.S. Government Obligations to said payments with respect to
the Notes to maturity or redemption; (2) No Default or Event of Default shall have occurred and be continuing on the date of
such deposit or insofar as Events of Default from bankruptcy or insolvency events are
concerned at any time in the period ending on the 91st day after the date of deposit (other
than a Default or Event of Default resulting from the Incurrence of Indebtedness, all or a
portion of which will be used to defease the Notes concurrently with such Incurrence, and
the granting of any Lien securing such Indebtedness); -88-




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(3) Such deposit will not result in a Default under this Indenture or a breach or
violation of, or constitute a default under, this Indenture (other than a Default or Event
of Default resulting from the Incurrence of Indebtedness, all or a portion of which will be
used to defease the Notes concurrently with such Incurrence, and the granting of any Lien
securing such Indebtedness) or any other material instrument or agreement to which the
Company or any of its Subsidiaries is a party or by which it or its property is bound; (4) (i) In the event the Company elects paragraph (b) hereof, the Company shall deliver
to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably
satisfactory to the Trustee, to the effect that (A) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date,
there has been a change in the applicable federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall state that, Holders of the
Notes will not recognize income, gain or loss for federal income tax purposes as a result of
such deposit and the defeasance contemplated hereby and will be subject to federal income
tax in the same amounts and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred or (ii) in the event the Company elects
paragraph (c) hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the
United States, in form and substance reasonably satisfactory to the Trustee, to the effect
that Holders of the Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and the defeasance contemplated hereby and will be
subject to federal income tax in the same amounts and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not occurred; (5) The Company shall have delivered to the Trustee an Officers Certificate stating
that the deposit under clause (1) was not made by the Company with the intent of preferring
the Holders over any other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company or others; (6) The Company shall have delivered to the Trustee an Opinion of Counsel, reasonably
satisfactory to the Trustee, to the effect that (A) the trust funds will not be subject to
the rights of holders of Indebtedness of the Company other than the Notes and (B) assuming
no intervening bankruptcy of the Company between the date of deposit and the 91st day
following the date of deposit and that no Holder of Notes is an insider of the Company,
after the 91st day following the date of deposit, the trust funds will not be subject to any
applicable bankruptcy, insolvency, reorganization or similar law affecting creditors rights
generally; and -89-




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(7) The Company has delivered to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that all conditions precedent specified herein relating to the
defeasance contemplated by this Section 8.01 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.01(d)(4)(i) above with
respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the
Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the
maturity date within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company. In the event all or any portion of the Notes are to be redeemed through such irrevocable
trust, the Company must make arrangements reasonably satisfactory to the Trustee, at the time of
such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the
name and at the expense of the Company. SECTION 8.02. Satisfaction and Discharge. In addition to the Companys rights under Section 8.01, the Company may terminate all of its
obligations under this Indenture (and all Liens on Collateral in connection with the issuance of
the Notes) (subject to Section 8.03) when: (1) either (a) all Notes theretofore authenticated and delivered (other than Notes
which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 2.07 and Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust) have been delivered to the Trustee for cancellation or (b) all
such Notes not theretofore delivered to the Trustee for cancellation have become due and
payable by reason of mailing of a notice of redemption or otherwise or will become due and
payable within one year and the Company has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for that purpose an amount of money
sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore
delivered to the Trustee for cancellation, for principal of, premium, if any, and interest
on the Notes to the date of deposit (in the case of Notes that have become due and payable)
or to the stated maturity or redemption date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company; (3) the Company has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity or redemption, as the case may
be; and -90-




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(4) the Company has delivered to the Trustee an Officers Certificate and an Opinion of
Counsel stating that all conditions precedent specified herein relating to the satisfaction
and discharge of this Indenture have been complied with, (the satisfaction of the conditions set forth in clauses (1) through (4) above is referred to
herein as a Satisfaction and Discharge). SECTION 8.03. Survival of Certain Obligations. Notwithstanding the satisfaction and discharge of this Indenture and of the Notes referred to
in Section 8.01 or 8.02, the respective obligations of the Company and the Trustee under Sections
2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.13, 2.16, 4.01, 4.02 and 6.07, Article Seven and
Sections 8.05, 8.06 and 8.07 shall survive until the Notes are no longer outstanding, and
thereafter the obligations of the Company and the Trustee and the Collateral Agent under Sections
7.07, 8.05, 8.06 and 8.07 shall survive such satisfaction and discharge. Nothing contained in this
Article Eight shall abrogate any of the obligations or duties of the Trustee under this Indenture. SECTION 8.04. Acknowledgment of Discharge by Trustee. Subject to Section 8.07, after (i) the conditions of Section 8.01 or 8.02 have been satisfied,
(ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company and
(iii) the Company has delivered to the Trustee an Officers Certificate and an Opinion of Counsel,
each stating that all conditions precedent referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the Trustee upon written
request shall acknowledge in writing the discharge of the Companys obligations under this
Indenture except for those surviving obligations specified in Section 8.03. SECTION 8.05. Application of Trust Moneys. The Trustee shall hold any U.S. Legal Tender or U.S. Government Obligations deposited with it
in the irrevocable trust established pursuant to Section 8.01. The Trustee shall apply the
deposited U.S. Legal Tender or the U.S. Government obligations, together with earnings thereon,
through the Paying Agent, in accordance with this Indenture and the terms of the irrevocable trust
agreement established pursuant to Section 8.01, to the payment of principal of and interest on the
Notes. Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon the Companys request any U.S. Legal Tender or U.S.
Government Obligations held by it as provided in Section 8.01(d) which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. -91-




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SECTION 8.06. Repayment to the Company; Unclaimed Money. Subject to Sections 7.07, 8.01 and 8.02, the Trustee and the Paying Agent shall promptly pay
to the Company upon request any excess U.S. Legal Tender or U.S. Government Obligations held by
them at any time. The Trustee and the Paying Agent will pay to the Company upon receipt by the
Trustee or the Paying Agent, as the case may be, of an Officers Certificate any money held by it
for the payment of principal or interest that remains unclaimed for two years after payment to the
Holders is required; provided, however, that the Trustee and the Paying Agent
before being required to make any payment may, but need not, at the expense of the Company cause to
be published once in a newspaper of general circulation in the City of New York or mail to each
Holder entitled to such money notice that such money remains unclaimed and that after a date
specified therein, which shall be at least 30 days from the date of such publication or mailing,
any unclaimed balance of such money then remaining will be repaid to the Company. After payment to
the Company, Holders entitled to money must look solely to the Company for payment as general
creditors unless an applicable abandoned property law designated another Person, and all liability
of the Trustee or Paying Agent with respect to such money shall thereupon cease. SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S. Government
Obligations in accordance with Section 8.01 or 8.02 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Companys obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section 8.01 or 8.02 until
such time as the Trustee or Paying Agent is permitted to apply all such U.S. Legal Tender or U.S.
Government Obligations in accordance with Section 8.01 or 8.02; provided, however, that if the
Company has made any payment of interest on or principal of any Notes because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying
Agent. ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS SECTION 9.01. Without Consent of Holders. The Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the
Trustee together may amend or supplement this Indenture, the Notes or -92-




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the Subsidiary Guarantees and, with the consent of the Collateral Agent, the Collateral
Agreements, without notice to or consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; provided that such
amendment or supplement does not in the opinion of the Trustee adversely affect the rights
of any Holder in any material respect; (2) to comply with Article Five; (3) to provide for uncertificated Notes or Subsidiary Guarantees in addition to or in
place of certificated Notes or Subsidiary Guarantees; (4) to comply with any requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA; (5) to comply with the provisions of the Depositary or the Trustee with respect to the
provisions of this Indenture and the Notes relating to transfers and exchanges of Notes or
beneficial interests in the Notes; (6) to make any change that would provide any additional benefits or rights to the
Holders or that does not adversely affect the rights of any Holder; (7) to make such technical changes necessary to permit or cause the exchange of a
portion of any Notes not issued in a Primary Registered Offering for a portion of any OID
Exchange Units, and the exchange of a portion of any OID Exchange Units for a portion of any
Notes not issued in a Primary Registered Offering, in each case, on similar terms as are
provided for in the OID Exchange provisions of Section 4.25(a) to the extent that such
exchanges are not then prohibited by applicable law or the rules, regulations and policies
of the SEC; or (8) to provide for issuance of Exchange Notes hereunder; provided that the Company has delivered to the Trustee an Opinion of Counsel and an
Officers Certificate stating that such amendment or supplement complies with the provisions of
this Section 9.01. Notwithstanding the foregoing, in formulating its opinion in regards to Section 9.01(1), the
Trustee shall be entitled to rely on such evidence as it deems appropriate, including, without
limitation, solely on an Opinion of Counsel. SECTION 9.02. With Consent of Holders. Subject to Section 6.07, the Company and the Subsidiary Guarantors, when authorized by a Board
Resolution, and the Trustee together, with the written consent of the -93-




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Holder or Holders of at least a majority in aggregate principal amount of the outstanding
Notes, may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees and, with the
consent of the Collateral Agent, the Collateral Agreements and the Intercreditor Agreement, without
notice to any other Holders. Subject to Sections 6.04 and 6.07, the Holder or Holders of a
majority in aggregate principal amount of the outstanding Notes may waive compliance by the Company
and the applicable Subsidiaries with any provision of this Indenture, the Notes, the Collateral
Agreements or the Intercreditor Agreement without notice to any other Holder, except that no
amendment, supplement or waiver, including a waiver pursuant to Section 6.04, shall, without the
consent of each Holder of each Note affected thereby: (1) reduce the amount of Notes whose Holders must consent to an amendment, supplement
or waiver of any provision of this Indenture, the Notes, the Collateral Agreements or the
Intercreditor Agreement; (2) reduce the rate of or change or have the effect of changing the time for payment of
interest, including default interest, on any Notes (other than any advance notice
requirement with respect to any redemption); (3) reduce the principal of or change or have the effect of changing the fixed maturity
of any Notes, or change the date on which any Notes may be subject to redemption or reduce
the redemption price therefor; (4) make any Notes payable in money other than that stated in the Notes; (5) make any change in provisions of this Indenture protecting the right of each Holder
to receive payment of principal of and interest on such Note on or after the due date
thereof or to bring suit to enforce such payment or permitting holders of a majority in
principal amount of a class of Notes to waive Defaults or Events of Default; (6) after the Companys obligation to purchase Notes arises thereunder, amend, change
or modify in any material respect the obligation of the Company to make and consummate a
Change of Control Offer in the event of a Change of Control or make and consummate a Net
Proceeds Offer with respect to any Asset Sale that has been consummated or make and
consummate a mandatory Sinking Fund redemption or, after such Change of Control has occurred
or such Asset Sale has been consummated, modify any of the provisions or definitions with
respect thereto; (7) modify or change any provision of this Indenture or the related definitions or of
the Intercreditor Agreement affecting the ranking of the Notes or any Subsidiary Guarantee
in a manner which adversely affects the Holders; -94-




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(8) release any Subsidiary Guarantor that is a Significant Subsidiary from any of its
obligations under its Subsidiary Guarantee or this Indenture otherwise than in accordance
with the terms of this Indenture; or (9) release all or substantially all of the Collateral otherwise than in accordance
with the terms of this Indenture and the Collateral Agreements. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall mail to the Holders affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental indenture. SECTION 9.03. Compliance with TIA. Every amendment, waiver or supplement of this Indenture, the Notes or the Subsidiary
Guarantees or of the Collateral Agreements or the Intercreditor Agreement shall comply with the TIA
as then in effect. SECTION 9.04. Revocation and Effect of Consents. Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the consenting Holders Note, even if notation of the consent is not
made on any Note. Subject to the following paragraph, any such Holder or subsequent Holder may
revoke the consent as to such Holders Note or portion of such Note by notice to the Trustee or the
Company received before the date on which the Trustee receives an Officers Certificate certifying
that the Holders of the requisite principal amount of Notes have consented (and not theretofore
revoked such consent) to the amendment, supplement or waiver. The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or waiver, which record
date shall be at least 30 days prior to the first solicitation of such consent. If a record date
is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date. -95-




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After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless
it makes a change described in any of clauses (1) through (9) of Section 9.02, in which case, the
amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and
every subsequent Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holders Note; provided that any such waiver shall not impair or affect the
right of any Holder to receive payment of principal of and interest on a Note, on or after the
respective due dates expressed in such Note, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder. SECTION 9.05. Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the
Holder of the Note to deliver the Note to the Trustee. The Trustee at the written direction of the
Company may place an appropriate notation on the Note about the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for
the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.
Any such notation or exchange shall be made at the sole cost and expense of the Company. SECTION 9.06. Trustee To Sign Amendments, Etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this
Article Nine; provided that the Trustee may, but shall not be obligated to, execute any
such amendment, supplement or waiver that affects the Trustees own rights, duties or immunities
under this Indenture. The Trustee shall be provided with, and shall be fully protected in relying
upon, an Opinion of Counsel and an Officers Certificate each stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted
by this Indenture. Such Opinion of Counsel shall not be an expense of the Trustee. ARTICLE TEN GUARANTEE SECTION 10.01. Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees (such
guarantee to be referred to herein as a Subsidiary Guarantee), to each of the Holders and
to the Trustee and their respective successors and assigns that (i) the principal of and interest
on the Notes will be promptly paid in full when due, subject to any applicable -96-




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grace period, whether at maturity, upon redemption, by acceleration or otherwise, and interest
on the overdue principal, if any, and interest on any interest, if any, to the extent lawful, of
the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (ii) in case of any extension of time of payment or renewal of any of the Notes or of
any such other obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses
(i) and (ii) above, to the limitations set forth in Section 10.03. Each Subsidiary Guarantor
hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce
the same, any waiver or consent by any of the Holders with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee will not be discharged except by complete performance
of the obligations contained in the Notes, this Indenture and in the Subsidiary Guarantee. If any
Holder or the Trustee is required by any court or otherwise to return to the Company, any
Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in
relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any
Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor
further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, and (y) in
the event of any acceleration of such obligations as provided in Article Six, such obligations
(whether or not due and payable) shall forthwith become due and payable by each Subsidiary
Guarantor for the purpose of this Subsidiary Guarantee. SECTION 10.02. Release of a Subsidiary Guarantor. In the event (i) all or substantially all of the assets, or all of the Capital Stock, of a
Subsidiary Guarantor is sold by the Company and such transaction complies with Section 4.16, or
(ii) of the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance
with Section 10.04, or (iii) of any transaction complying with the provisions relating to the
release of a Subsidiary Guarantee under Section 4.14(b), or (iv) of the designation of any
Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Indenture, the
Subsidiary Guarantee of such Subsidiary Guarantor will be released. Furthermore, upon the
occurrence of Legal Defeasance, Covenant Defeasance or Satisfaction and -97-




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Discharge in accordance with Article Eight, each Subsidiary Guarantor shall be released from
its Subsidiary Guarantee. The Trustee shall promptly deliver an appropriate instrument evidencing such release upon
receipt of a request by the Company accompanied by an Officers Certificate certifying as to the
compliance with this Section 10.02. Any Subsidiary Guarantor not so released remains liable for
the full amount of principal of and interest on the Notes as provided in this Article Ten. SECTION 10.03. Limitation of Subsidiary Guarantors Liability. Each Subsidiary Guarantor and by its acceptance hereof each of the Holders hereby confirms
that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor
pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for
purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the
Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such
Subsidiary Guarantor under the Subsidiary Guarantee shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and
after giving effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its
Subsidiary Guarantee or pursuant to Section 10.05, result in the obligations of such Subsidiary
Guarantor under the Subsidiary Guarantee not constituting such fraudulent transfer or conveyance. SECTION 10.04. Subsidiary Guarantors May Consolidate, etc., on Certain Terms. No Subsidiary Guarantor (other than any Subsidiary Guarantor whose Subsidiary Guarantee is to
be released in accordance with the terms of the Subsidiary Guarantee and this Indenture in
connection with any transaction complying with Section 4.16 or the provisions relating to the
release of a Subsidiary Guarantee under Section 4.14) will, and the Company will not cause or
permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than
the Company or any other Subsidiary Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than
the Subsidiary Guarantor) or to which such sale, lease, conveyance or other disposition
shall have been made is a corporation organized and existing under the laws of the United
States or any State thereof or the District of Columbia; (2) such entity assumes (a) by supplemental indenture all of the obligations of the
Subsidiary Guarantor on the Subsidiary Guarantee and (b) in the case where such
consolidation or merger involved Laundry Corp. and Laundry Corp. was not the -98-




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surviving entity, by amendment, supplement or other instrument (in form and substance
reasonably satisfactory to the Trustee and the Collateral Agent), executed and delivered to
the Trustee and the Collateral Agent, all Obligations of Laundry Corp. under the Collateral
Agreements, and in connection therewith shall cause such instruments to be filed and
recorded in such jurisdictions and take such other actions as may be required by applicable
law to perfect or continue the perfection of the Lien created under the Collateral
Agreements on the Collateral owned by or transferred to such surviving entity; (3) immediately after giving effect to such transaction, no Default or Event of Default
shall have occurred and be continuing; and (4) immediately after giving effect to such transaction and the use of any net proceeds
therefrom on a pro forma basis, the Company could satisfy the provisions of Section
5.01(a)(ii). Any merger or consolidation of (i) a Subsidiary Guarantor with and into the Company (with the
Company being the surviving entity) or another Subsidiary Guarantor or (ii) a Subsidiary Guarantor
or the Company with an Affiliate organized solely for the purpose of reincorporating such
Subsidiary Guarantor or the Company in another jurisdiction in the United States or any state
thereof or the District of Columbia need only comply with (A) clause (a)(iv) of Section 5.01, and
(B) in the case of a merger or consolidation involving (x) the Company as described in clause (ii)
of this paragraph, clause (a)(i)(2)(y) of Section 5.01 and (y) a Subsidiary Guarantor as described
in clause (ii) of this paragraph, clause (2) of this Section 10.04. SECTION 10.05. Contribution. In order to provide for just and equitable contribution among the Subsidiary Guarantors, the
Subsidiary Guarantors agree, inter se, that each Subsidiary Guarantor that makes a payment or
distribution under a Subsidiary Guarantee shall be entitled to a pro rata contribution from each
other Subsidiary Guarantor hereunder based on the net assets of each other Subsidiary Guarantor.
The preceding sentence shall in no way affect the rights of the Holders of Notes to the benefits of
this Indenture, the Notes or the Subsidiary Guarantees. SECTION 10.06. Waiver of Subrogation. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. -99-




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SECTION 10.07. Evidence of Guarantee. To evidence their guarantees to the Holders set forth in this Article Ten, each of the
Subsidiary Guarantors hereby agrees to execute the notation of Subsidiary Guarantee in
substantially the form included in the Notes attached hereto as Exhibits A and B.
Each such notation of Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor
by an Officer or an assistant Secretary. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section
10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Subsidiary Guarantee. If an Officer or assistant Secretary whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a
Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the
Subsidiary Guarantors. SECTION 10.08. Waiver of Stay, Extension or Usury Laws. Each Subsidiary Guarantor covenants that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury
law or other law that would prohibit or forgive such Subsidiary Guarantor from performing its
Subsidiary Guarantee as contemplated herein, wherever enacted, now or at any time hereafter in
force, or which may affect the covenants or the performance of this Indenture; and each Subsidiary
Guarantor hereby expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted. -100-




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ARTICLE ELEVEN COLLATERAL AND COLLATERAL AGREEMENTS SECTION 11.01. Approval of Collateral Agreements; Representations and Warranties; No
Preference Among Holders. (a) So long as the Liens under the Collateral Agreements shall not have been released pursuant
to Section 11.06(a)(i), (ii) or (iii), the due and punctual payment of the principal of and premium
(if any) and interest on the Notes when and as the same shall be due and payable, whether on an
interest payment date, at maturity, by acceleration, repurchase, redemption, special redemption or
otherwise, and interest on the overdue principal of and premium (if any) and interest on the Notes
and performance of all other Obligations of the Company and Laundry Corp. to the Collateral Agent,
the Holders and the Trustee under this Indenture, the Notes and the Subsidiary Guarantee of Laundry
Corp. according to the terms hereunder or thereunder, shall be secured by Note Liens on the
Collateral to the extent and with the effect provided herein and in the Collateral Agreements,
including any Mortgage required pursuant to Section 4.26. (b) By its acceptance of its Notes and the Subsidiary Guarantees, each Holder, the Collateral
Agent and the Trustee consents and agrees (i) upon the occurrence of the Merger Event (x) the Lien
on the assets of the surviving entity securing the Obligations represented thereby shall be
released and (y) to the extent the Liens under the Collateral Agreements shall not have been
released pursuant to Section 11.06(a)(i), (ii) or (iii), the only security for the Notes following
the Merger Event will be a second priority Lien on the Post-Merger Event Collateral and (ii) to the
substance of the terms and provisions of the Collateral Agreements and the Intercreditor Agreement
in the forms attached hereto (including, without limitation, the provisions providing for
foreclosure and release of Collateral) as the same may be in effect on the Issue Date or amended
from time to time in accordance with their terms (with such changes as are required by applicable
Legal Requirements in the relevant jurisdiction or jurisdictions on any such date). Each Holder
and the Trustee appoints the Collateral Agent to act as its collateral agent with respect to the
Collateral and further authorizes and directs the Collateral Agent to enter into each Collateral
Agreement and the Intercreditor Agreement and to perform its obligations and exercise its rights
thereunder in accordance therewith. (c) The Company represents, covenants and agrees that it and Laundry Corp. have, and shall at
all times have, full right, power and lawful authority to grant, bargain, sell, release, convey,
hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the
Collateral from time to time pursuant to the Collateral Agreements to which such Persons are party,
free and clear of all Liens other than Permitted Liens. The Company agrees that it shall, and
shall cause Laundry Corp. to, (i) forever warrant and defend the title -101-




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to the same against the claims of all Persons (except as to Permitted Liens) and (ii) execute,
acknowledge and deliver to the Collateral Agent such further assignments, transfers, assurances or
other instruments as the Collateral Agent may reasonably require and perform all such acts as may
be required by the Collateral Agent to confirm to the Collateral Agent such Lien on the Collateral,
or any part thereof, as from time to time constituted, so as to render the same available for the
security and benefit of the Collateral Agent, the Trustee and the Holders under the Collateral
Agreements, this Indenture, the Notes and the Subsidiary Guarantee of Laundry Corp. according to
the intent and purposes herein and therein expressed. The Company further represents, covenants
and agrees that each Collateral Agreement, when delivered, registered, recorded and filed as
provided in Section 11.02(c), will create valid and perfected Liens (subject to Permitted Liens) on
the Collateral subject thereto. (d) As among the Holders, the Collateral as constituted from time to time shall be held for
the equal and ratable benefit of the Holders without preference, priority or distinction of any
Holder over any other Holder by reason of differences in time of issuance of the Notes held by such
Holders, sale or otherwise, as security for the Obligations of the Company and Laundry Corp., to
the Collateral Agent, the Holders and the Trustee under this Indenture, the Notes and the
Subsidiary Guarantee of Laundry Corp. SECTION 11.02. Documentation and Recording; Opinions of Counsel; Further Assurances. (a) So long as the Liens under the Collateral Agreements shall not have been released pursuant
to Section 11.06(a)(i), (ii) or (iii), the Company and Laundry Corp. shall execute and comply with
the terms of each Collateral Agreement. (b) Concurrent with the consummation of the Merger Event, the surviving entity thereof shall,
at its own expense, deliver or cause to be delivered to the Collateral Agent (with a copy to the
Trustee): (i) an Officers Certificate stating that the Merger Event has occurred, and confirming
that all actions required to be taken under this clause (b) to create and perfect the
Post-Merger Event Lien on the Post-Merger Event Collateral in accordance with the
requirements hereof and of the Post-Merger Event Pledge Agreement (other than the execution
and delivery by the Collateral Agent of the Post-Merger Event Pledge Agreement) have been
taken; (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all
recordings, filings and other actions necessary to create and perfect such Post-Merger Event
Lien have been taken; (iii) two originally executed copies of the Post-Merger Event Pledge Agreement (which
upon its receipt thereof by the Collateral Agent, shall in each case -102-




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be executed by the Collateral Agent, and one fully executed copy thereof shall be
delivered by the Collateral Agent to the surviving entity of the Merger Event), together
with (A) all certificated securities (as defined in the Uniform Commercial Code as in effect
in the State of New York on the date thereof) constituting Post-Merger Event Collateral
thereunder and stock powers or other instruments of transfer executed in blank by the
surviving entity of the Merger Event and (B) an issuer acknowledgement, substantially in the
form of Exhibit 2 to the Post-Merger Event Pledge Agreement, duly executed by each issuer of
uncertificated securities (as defined in the Uniform Commercial Code as in effect in the
State of New York on the date thereof) constituting Post-Merger Event Collateral thereunder;
and (iv) a copy of a UCC-1 financing statement listing the surviving entity of the Merger
Event, as debtor, and the Collateral Agent, as secured party, and describing the Post-Merger
Event Collateral as the collateral covered thereby that shall have been filed in such
filing office as shall be necessary to perfect the Post-Merger Event Lien on the Post-Merger
Event Collateral; provided, however, that in connection with the execution and delivery of the
Post-Merger Event Pledge Agreement, the Post-Merger Liens shall be subject to any Permitted Lien
and not in limitation but in furtherance thereof, the Collateral Agent shall execute a replacement
Intercreditor Agreement (or an amendment to the existing Intercreditor Agreement) as requested by
the Credit Agreement Collateral Agent to the extent necessary to subordinate the Post-Merger Liens
to the Liens in favor of the Credit Agreement Collateral Agent to the same extent provided under
the Intercreditor Agreement as in effect immediately prior to the Merger Event. (c) Notwithstanding anything else to the contrary herein, the surviving entity of the Merger
Event shall not be required to fulfill its obligations under Section 5.01(a)(i)(2)(y)(B) if it
shall have fulfilled its obligations under clause (b) above. (d) The Company shall deliver or cause to be delivered to the Collateral Agent and the Trustee
on or immediately prior to each anniversary of the Issue Date, an Opinion or Opinions of Counsel,
dated as of such date, either stating that, in the opinion of such counsel, such action has been
taken with respect to the recording, registering, filing, re-recording, re-registering and
re-filing of (x) this Indenture, the Collateral Agreements and all supplemental indentures and
amendments thereto, and (y) financing statements, continuation statements, fixture filings or other
instruments of further assurance, as is necessary to maintain the Lien created by each such
Collateral Agreement and reciting the details of such action or referring to prior Opinions of
Counsel in which such details are given, and stating that all financing statements and continuation
statements have been executed and filed that are necessary to perfect such Lien, or stating that,
in the opinion of such counsel, no such action is necessary to maintain such Lien. -103-




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(e) Concurrently with delivery of the Opinion or Opinions of Counsel referred to in paragraph
(d) of this Section 11.02, the Company shall cause this Indenture and each Collateral Agreement,
and all amendments or supplements thereto, to be registered, recorded and filed and/or re-recorded
and/or re-filed and/or renewed in such manner and in such place or places, if any, as may be
necessary or reasonably required by the Collateral Agent in order to perfect the Liens. (f) If, at any time, the Collateral Agreements do not create the Liens required by or
otherwise do not comply with this Section 11.02, the Company and Laundry Corp. shall, as soon as
reasonably practicable and from time to time, at the Companys expense, (i) execute and deliver,
and file and record with all applicable Authorities, such additional Collateral Agreements, (ii)
use its reasonable best efforts to obtain any approvals or consents and remove any restrictions or
encumbrances and (iii) take such other steps, as in each case may be necessary such that all
Collateral is at all times subject to the Liens required by and otherwise complies with this
Section 11.02. SECTION 11.03. Possession of the Collateral. (a) The Company may possess, manage, operate and enjoy the Collateral in accordance with the
terms of this Indenture, the Notes, the Subsidiary Guarantees, and the Collateral Agreements and
the Intercreditor Agreement. (b) Subject to any continuing requirements of the Intercreditor Agreement, all amounts
received by the Collateral Agent as proceeds of any part of the Collateral (including Net Cash
Proceeds in the case of an Asset Sale) and all amounts of money, securities, letters of credit and
other evidences of indebtedness deposited with or held by the Collateral Agent in accordance with
this Indenture and any Collateral Agreement shall be held by the Collateral Agent as security for
the Obligations of the Company and Laundry Corp. under this Indenture, the Notes, the Subsidiary
Guarantees, if any, and the Collateral Agreements until applied in accordance with the terms of
this Indenture, the Collateral Agreements or the Credit Agreement, as applicable. SECTION 11.04. Suits To Protect the Collateral. Subject to any continuing requirements of the Intercreditor Agreement, the Collateral Agent
shall have power to institute in its name and to maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in
violation of this Indenture or any of the Collateral Agreements, and such suits and proceedings as
the Collateral Agent may deem expedient to preserve or protect its interests and the interests of
itself, the Trustee and the Holders in the Collateral and in the principal, interest, issues,
profits, rents, revenues and other income arising therefrom, including power to institute and
maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be -104-




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unconstitutional or otherwise invalid, if the enforcement of, or compliance with, such
enactment, rule or order would impair the security hereunder or under any of the Collateral
Agreements, or be prejudicial to the interests of the Collateral Agent, the Holders or the Trustee. SECTION 11.05. Release of Liens. (a) The Collateral Agent shall not at any time release Collateral from the Liens created by
this Indenture and the Collateral Agreements unless such release is in accordance with the
provisions of this Indenture and the Collateral Agreements. (b) The release of any Collateral from the Lien of the Collateral Agreements shall not be
deemed to impair the security under this Indenture in contravention of the provisions hereof if and
to the extent the Collateral is released pursuant to this Indenture and the Collateral Agreements.
To the extent applicable, the Company shall comply with TIA § 314(c) and § 314(d) relating to the
release of property from the Lien of the Collateral Agreements and relating to the substitution
therefor of any property to be subjected to the Lien of the Collateral Agreements. Any certificate
or opinion required by TIA § 314(c) or § 314(d) may be made by an Officer of the Company, except in
cases where TIA § 314(c) or § 314(d) requires that such certificate or opinion be made by an
independent person, which person shall be an independent engineer, appraiser or other expert
selected by the Company. SECTION 11.06. Specified Releases of Collateral. (a) The Liens created by the Collateral Agreements shall automatically be released: (i) upon payment in full of all principal, premium, if any, and interest on the Notes
and of all other obligations for the payment of money due and owing to the Collateral Agent,
the Trustee or the Holders under this Indenture, the Notes, the Subsidiary Guarantees, if
any, and the Collateral Agreements; (ii) upon a Satisfaction and Discharge in accordance with Article Eight; (iii) upon a Legal Defeasance or Covenant Defeasance in accordance with Article Eight;
or (iv) following the occurrence of the Merger Event (other than the Post-Merger Event
Liens on the Post-Merger Event Collateral that arise as a result of compliance by the
surviving entity of the Merger Event with its obligations under Section 11.02(b)). Upon payment specified in clause (i) above, or upon delivery by the Company to the Collateral Agent
of an Officers Certificate and an Opinion of Counsel, each to the effect that at -105-




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least one of such conditions precedent (other than the condition precedent set forth in clause (iv)
above) has been complied with (and which may be the same Officers Certificate and Opinion of
Counsel required by Article Eight), together with such documentation, if any, as may be required by
the TIA (including, without limitation, TIA § 314(c) or § 314(d)) or reasonably required by the
Collateral Agent prior to the release of such Collateral, the Collateral Agent shall forthwith take
all action that is necessary or reasonably requested by the Company (in each case at the expense of
the Company) to release and reconvey to the Company without recourse, representation or warranty of
any kind all of the Collateral, and shall deliver such Collateral in its possession to the Company
and shall execute and deliver to the Company releases and satisfactions with respect to such
released Collateral, in recordable or fileable form, to the extent reasonably requested by the
Company. (b) In addition to paragraph (a) above, the Liens on the Collateral will be automatically
released with respect to any asset constituting Collateral: (i) that is sold or otherwise disposed of by the Company or Laundry Corp. to a Person
other than the Company or Laundry Corp. in a transaction not prohibited by this Indenture at
the time of such sale or disposition; or (ii) other than as described in paragraph (a) above, that is released from its Lien in
accordance with the Credit Agreement and in accordance with the Intercreditor Agreement
(whether pursuant to a foreclosure or other exercise of remedies by the secured parties
under the Credit Agreement or otherwise); or (iii) to the extent permitted by the Credit Agreement, if the Company or Laundry Corp.
provides substitute assets with at least an equivalent fair value, as determined in good
faith by the Board of Directors of the Company, and such assets are made subject to the Lien
in accordance with the Collateral Agreements. SECTION 11.07. Sharing of Collateral. Subject to the terms of this Indenture and the Collateral Agreements, any Collateral securing
this Indenture, the Notes and the Subsidiary Guarantee of Laundry Corp., if any, may be shared by
any other Indebtedness of the Company and Laundry Corp., including Additional Notes issued under
this Indenture, incurred after the Issue Date so long as such Indebtedness is incurred in
accordance with this Indenture, including Section 4.12, and the Lien thereon constitutes a
Permitted Lien. SECTION 11.08. Sufficiency of Release. All purchasers and grantees of any property or rights purporting to be released in accordance
herewith shall be entitled to rely upon any release executed by the Collateral Agent hereunder as
sufficient for the purpose of this Indenture and as constituting a good and -106-




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valid release of the property therein described from the Lien of this Indenture and of the
Collateral Agreements. SECTION 11.09. Actions by the Collateral Agent. Subject to the provisions of the Collateral Agreements and Article Eight, the Collateral Agent
may in its sole discretion and without the consent of the Trustee or the Holders take all actions
it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral
Agreements and (ii) collect and receive all amounts payable in respect of the obligations of the
Company and any Restricted Subsidiaries under the Collateral Agreements and this Indenture. The
Collateral Agent shall have the power to institute and maintain such suits and proceedings as it
may deem expedient in order to prevent any impairment of the Collateral by any act that may be
unlawful or in violation of this Indenture or the Collateral Agreements, and such suits and
proceedings as the Collateral Agent may deem expedient to preserve or protect its interests and
those of the Trustee and the Holders in the Collateral. No duty beyond that set forth in Section
7.01 is imposed on the Collateral Agent pursuant to this Section 11.09. Each Holder hereby
authorizes the Collateral Agent and the Trustee to enter into the Collateral Agreements and the
Intercreditor Agreement. SECTION 11.10. Intercreditor Agreement. This Article Eleven and the Collateral Agreements are subject to the terms, limitations and
conditions set forth in the Intercreditor Agreement. ARTICLE TWELVE MISCELLANEOUS SECTION 12.01. TIA Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision
which is required to be included in this Indenture by the TIA, the required provision shall
control. SECTION 12.02. 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 telex, by telecopier or registered or
certified mail, postage prepaid, return receipt requested, addressed as follows: -107-




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if to the Company:Coinmach Service Corp.
303 Sunnyside Boulevard, Suite 70
Plainview, New York 11803
Attn: Chief Executive Officer
Facsimile Number: (516) 349-9125if to the Trustee:The Bank of New York
101 Barclay Street
Floor 8W
New York, New York 10286
Attn: Corporate Trust Administration
Facsimile Number: (212) 815-5707 Each of the Company and the Trustee by written notice to each other such Person may designate
additional or different addresses for notices to such Person. Any notice or communication to the
Company or the Trustee shall be deemed to have been given or made as of the date so delivered if
personally delivered; 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). Any notice or communication mailed to a Holder shall be mailed to such Holder by first class
mail or other equivalent means at such Holders address as it appears on the registration books of
the Registrar and shall be sufficiently given to such Holder if so mailed within the time
prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it. SECTION 12.03. Communications by Holders with Other Holders. Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and any other
Person shall have the protection of TIA § 312(c). -108-




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SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee upon request: (1) an Officers Certificate, in form and substance reasonably satisfactory to the
Trustee, stating that, in the opinion of the signers, all conditions precedent to be
performed by the Company, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and (2) an Opinion of Counsel stating that, in the opinion of such counsel, subject to
customary assumptions and exclusions, all such conditions precedent to be performed by the
Company, if any, provided for in this Indenture relating to the proposed action have been
satisfied. SECTION 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture, other than the Officers Certificate required by Section 4.06, shall
include: (1) a statement that the Person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or
investigation as is reasonably necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been satisfied; and (4) a statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with; provided that an Opinion of Counsel
may rely on an Officers Certificate or a certificate of public officials with respect to
matters of fact. SECTION 12.06. Rules by Trustee, Paying Agent, Registrar. The Trustee may make reasonable rules in accordance with the Trustees customary practices for
action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for
its functions. -109-




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SECTION 12.07. Legal Holidays. Legal Holiday means a Saturday, a Sunday or a day on which banking institutions in
New York, New York or at such place of payment are not required to be open. If a payment date is a
Legal Holiday at any particular place of payment, payment may be made at such place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period. SECTION 12.08. Governing Law. THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE. SECTION 12.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the
Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture. SECTION 12.10. No Recourse Against Others. A past, present or future director, officer, employee, incorporator or stockholder, as such,
of the Company or of the Trustee shall not have any liability for any obligations of the Company
under the Notes or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Note waives and releases all such
liability. Such waiver and release are part of the consideration of the Notes. SECTION 12.11. Successors. All agreements of the Company and the Subsidiary Guarantors in this Indenture, the Notes, and
the Subsidiary Guarantees shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors. -110-




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SECTION 12.12. Duplicate Originals. All parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together shall represent the same agreement. SECTION 12.13. Severability. In case any one or more of the provisions in this Indenture, the Notes or in the Subsidiary
Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it being intended that
all of the provisions hereof shall be enforceable to the full extent permitted by law. SECTION 12.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances. [Signature page follows.] -111-




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SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as
of the date first written above. COINMACH SERVICE CORP.By:
    /s/ Robert M. DoyleName:
    Robert M. DoyleTitle:
    Chief Financial Officer COINMACH LAUNDRY CORPORATION,
as a Subsidiary GuarantorBy:
    /s/ Robert M. DoyleName:
    Robert M. DoyleTitle:
    Chief Financial Officer THE BANK OF NEW YORK, as Trustee and Collateral
AgentBy:
    /s/ Julie Salovitch-MillerName:
    Julie Salovitch-MillerTitle:
    Vice President S-1




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EXHIBIT A FORM OF UNRESTRICTED NOTE [THE COMPANY MAY SUBSEQUENTLY ISSUE NOTES THAT ARE IDENTICAL IN ALL MATERIAL RESPECTS TO THIS NOTE
BUT HAVE ORIGINAL ISSUE DISCOUNT. IN SUCH CASE, THE HOLDER OF THIS NOTE WILL BE DEEMED TO HAVE
EXCHANGED A PORTION OF ITS NOTES OF THE COMPANY FOR SUCH NEWLY ISSUED NOTES WITH ORIGINAL ISSUE
DISCOUNT. THE AGGREGATE PRINCIPAL AMOUNT OF NOTES OWNED BY SUCH HOLDER, HOWEVER, WILL NOT CHANGE
AS A RESULT OF SUCH DEEMED EXCHANGE. WITH RESPECT TO SUCH NEWLY ISSUED NOTES WITH ORIGINAL ISSUE
DISCOUNT, A HOLDER MAY OBTAIN THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, THE ISSUE
PRICE AND THE YIELD TO MATURITY BY SUBMITTING A WRITTEN REQUEST TO THE COMPANY.] CUSIP No.: COINMACH SERVICE CORP. 11% SENIOR SECURED NOTE DUE 2024 No.
    
    
    $
 COINMACH SERVICE CORP., a Delaware corporation (the Company, which term includes any
successor entity), for value received promises to pay to or registered assigns,
the principal sum of [ ] Dollars on December 1, 2024. Interest Payment Dates: March 1, June 1, September 1 and December 1. Record Dates: February 25, May 25, August 25 and November 25. Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place. A-1




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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers and a facsimile of its corporate seal to be affixed hereto or
imprinted hereon. COINMACH SERVICE CORP.By:Name:Title: By:Name:Title: Dated: A-2




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Certificate of Authentication This is one of the 11% Senior Secured Notes due 2024 referred to in the within-mentioned
Indenture. THE BANK OF NEW YORK, as Trustee Dated:  
                    
                    
By:  
                    
                    
                    
                    
                    
                    Authorized Signatory A-3




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(REVERSE OF UNRESTRICTED NOTE) 11% Senior Secured Note due 2024 1. Interest. COINMACH SERVICE CORP., a Delaware corporation (the Company),
promises to pay interest on the principal amount of this Note at the rate per annum shown above.
Interest on the Notes will accrue from the most recent date on which interest has been paid on this
Note or if no interest has been paid, from [           ], 20[ ]. The Company will pay
interest quarterly in arrears on each Interest Payment Date,
commencing [           ], 20[
]. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 2. Method of Payment. The Company shall pay interest on the Notes to the Persons who
are the registered Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date even if the Notes are cancelled on registration of transfer or registration
of exchange after such Record Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in money of the United States
that at the time of payment is legal tender for payment of public and private debts (U.S.
Legal Tender). However, the Company may pay principal and interest by its check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to the Paying Agent or
to a Holder at the Holders registered address. 3. Paying Agent and Registrar. Initially, The Bank of New York (the
Trustee) will act as Paying Agent and Registrar. The Company may change any Paying
Agent, Registrar or co-Registrar without notice to the Holders. 4. Indenture. The Company issued the Notes and Laundry Corp. issued its Subsidiary
Guarantee under an Indenture, dated as of November 24, 2004 (the Indenture), between the
Company, the Subsidiary Guarantors party thereto from time to time, the Trustee and the Collateral
Agent. Capitalized terms herein are used as defined in the Indenture unless otherwise defined
herein. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the
TIA), as in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and
Holders of Notes are referred to the Indenture and the TIA for a statement of them. The Notes are
general secured obligations of the Company. Each Holder, by accepting a Note, agrees to be bound
by all of the terms and provisions of the Indenture, as the same may be amended from time to time. A-4




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##### 



5. Optional Redemption; Sinking Fund. (a) Make-Whole Redemption. At any time prior to December 1, 2009, the Company may, at
its option, redeem all or part of the Notes upon not less than 30 nor more than 60 days notice, at
a Redemption Price equal to the sum of the present values of the redemption price of such Notes at
the first optional Redemption Date described below and all required interest payments, excluding
accrued but unpaid interest, due on such Notes through such first optional Redemption Date,
discounted to the date of such redemption 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 Redemption Date, subject to the right of Holders of record on the relevant Record
Date to receive interest due on the relevant Interest Payment Date. (b) Redemption at Scheduled Prices. On or after December 1, 2009, the Company may, at
its option, redeem all or part of the Notes, upon not less than 30 nor more than 60 days notice,
at the Redemption Prices, expressed as percentages of principal amount set forth below plus accrued
and unpaid interest, on the Notes redeemed, to the applicable Redemption Date, if redeemed during
the twelve-month period beginning on December 1 of the years indicated below: Year
    
    Percentage2009
    
    
    105.500
    %2010
    
    
    103.667
    %2011
    
    
    101.833
    %2012 and thereafter
    
    
    100.000
    %
 (c) Tax Redemption. At any time, the Company may, at its option, redeem all, but not
part, of the Notes, upon not less than 30 nor more than 60 days notice, at a Redemption Price
equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to the
Redemption Date if, for U.S. federal income tax purposes, the Company is not, or would not be,
permitted to deduct the interest payable on the Notes from its income. (d) Sinking Fund. As a mandatory sinking fund (the Sinking Fund), the
Company will redeem on December 1 of each of the years 2016 to 2019, inclusive, Notes in an
aggregate principal amount equal to 10% of the aggregate principal amount of the Notes originally
issued under the Indenture at a Redemption Price equal to 100% of the aggregate principal amount of
the Notes to be redeemed, together with accrued and unpaid interest to the Redemption Date. The
Company may, at its option, credit against the aggregate principal amount of the Notes to be
redeemed in connection with any Sinking Fund redemption (to the extent not previously credited) the
aggregate principal amount of Notes: A-5




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##### 



(i)
    previously or contemporaneously redeemed by it pursuant to the
provisions described under paragraph (a), (b) or (c) (or previously or
contemporaneously called for redemption pursuant to such provisions so long as
the Redemption Price therefor shall have been deposited in trust for that
purpose in accordance with the Indenture); and(ii)
    previously or contemporaneously acquired by it (and delivered
to the Trustee for cancellation), whether by privately negotiated transactions,
by way of tender offers (including Change of Control Offers and Net Proceeds
Offers) or otherwise, in either case described in clauses (i) and (ii) above other than through mandatory Sinking Fund
redemptions; provided,however, that the Company may only credit purchases of
separate notes pursuant to clause (ii) above to the extent that, as of the Business Day immediately
preceding the date on which a Sinking Fund redemption is required, such purchases did not result in
the aggregate principal amount of Notes underlying IDSs exceeding 90% of the aggregate principal
amount of all Notes outstanding on such date. 6. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such
Holders registered address. Except as set forth in the Indenture, if monies for the redemption of the Notes called for
redemption shall have been deposited with the Paying Agent for redemption on such Redemption Date,
then, unless the Company defaults in the payment of such Redemption Price plus accrued interest, if
any, the Notes called for redemption will cease to bear interest from and after such Redemption
Date and the only right of the Holders of such Notes will be to receive payment of the Redemption
Price plus accrued interest, if any. 7. Offers to Purchase. Sections 4.15 and 4.16 of the Indenture provide that, after
certain Asset Sales (as defined in the Indenture) and upon the occurrence of a Change of Control
(as defined in the Indenture), and subject to further limitations contained therein, the Company
will make an offer to purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture. 8. Transfer; Exchange. The Notes are in registered form without coupons. A Holder
shall register the transfer of or exchange of Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental charges payable in
connection therewith as permitted by the Indenture. The Registrar need not register the transfer
of or exchange of any Notes or portions thereof selected for redemption (except, in the case of a
Note to be redeemed in part, the portion of the Note not to be redeemed) or to A-6




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##### 



transfer or exchange any Notes for a period of 15 days prior to a selection of Notes to be
redeemed. 9. Persons Deemed Owners. The registered Holder of a Note shall be treated as the
owner of it for all purposes. 10. Unclaimed Money. If money for the payment of principal or interest remains
unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company.
After that, all liability of the Trustee and such Paying Agent with respect to such money shall
cease. 11. Discharge Prior to Redemption or Maturity. If the Company at any time deposits
with the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay the principal
of and interest on the Notes to redemption or maturity and complies with the other provisions of
the Indenture relating thereto, the Company will be discharged from certain provisions of the
Indenture, the Notes and the Collateral Agreements (including certain covenants, but excluding its
obligation to pay the principal of and interest on the Notes). 12. Amendment; Supplement; Waiver. Subject to certain exceptions, the Indenture, the
Notes or the Subsidiary Guarantees may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any
existing Default or Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture, the Notes or the Subsidiary Guarantees to, among other things, cure any
ambiguity, defect or inconsistency, provide for certificated Notes or Subsidiary Guarantees in
addition to or in place of uncertificated Notes or Subsidiary Guarantees, or comply with Article
Five of the Indenture or make any other change that does not adversely affect in any material
respect the rights of any Holder of a Note. 13. Restrictive Covenants. The Indenture imposes certain limitations on the ability
of the Company and its Restricted Subsidiaries to, among other things, incur additional
Indebtedness or Liens, make payments in respect of its Capital Stock or certain Indebtedness, enter
into transactions with Affiliates, create dividend or other payment restrictions affecting
Restricted Subsidiaries, merge or consolidate with any other Person, sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets or adopt a plan of
liquidation. Such limitations are subject to a number of important qualifications and exceptions.
The Company must annually report to the Trustee on compliance with such limitations. 14. Successors. When a successor assumes, in accordance with the Indenture, all the
obligations of its predecessor under the Notes, the Subsidiary Guarantees, the A-7




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##### 



Collateral Agreements, if applicable, and the Indenture, the predecessor will be released from
those obligations. 15. Defaults and Remedies. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding may
declare all the Notes to be due and payable in the manner, at the time and with the effect provided
in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has
received indemnity reasonably satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of Notes notice of any continuing Default or Event of Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in their interest. 16. Trustee and Collateral Agent Dealings with Company. Each of the Trustee and the
Collateral Agent under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Notes and may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee or the Collateral Agent. 17. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator or stockholder, as such, of the Company shall have any liability for any
obligation of the Company under the Notes or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of a Note by accepting a Note
waives and releases all such liability. Such waiver and release are part of the consideration of
this Note. 18. Subsidiary Guarantees. Payment of principal and interest (including interest on
overdue principal and overdue interest, if lawful) is unconditionally guaranteed, jointly and
severally, by each of the Subsidiary Guarantors. 19. Authentication. This Note shall not be valid until the Trustee or Authenticating
Agent manually signs the certificate of authentication on this Note. 20. Governing Law. The Laws of the State of New York shall govern this Note, the
Subsidiary Guarantees and the Indenture, without regard to principles of conflict of laws. 21. Abbreviations and Defined Terms. Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). A-8




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22. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes as a convenience to the Holders of the Notes. No representation is made as to the
accuracy of such numbers as printed on the Notes and reliance may be placed only on the other
identification numbers printed hereon. The Company will furnish to any Holder of a Note upon written request and without charge a
copy of the Indenture. Requests may be made to: Coinmach Service Corp., 303 Sunnyside Blvd.,
Suite 70, Plainview, New York 11803, Attn: Chief Executive Officer. A-9




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ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature
guaranteed: I or we assign and transfer this Note to:   
 and irrevocably appoint 
agent to transfer this Note on the books of the Company. The agent may substitute another to act
for him. Dated:     Signed:                                                                                                                             (Sign
exactly as name appears on the                                                                                                                             other
side of this Note) Signature Guarantee: A-10




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[OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Company pursuant to Section 4.15 or
Section 4.16 of the Indenture, check the appropriate box: Section 4.15 [
    
    ]Section 4.16 [
    
    ]
 If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.15 or Section 4.16 of the Indenture, state the amount you elect to have purchased: $ Dated:NOTICE:
    
    The signature on this assignment must
correspond with the name as it appears upon the
face of the within Note in every particular
without alteration or enlargement or any change
whatsoever and be guaranteed by the endorsers
bank or broker.Signature Guarantee:
 A-11




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FORM OF SUBSIDIARY GUARANTEE [Name of Subsidiary Guarantor] and its successors under the Indenture, jointly and severally
with any other Subsidiary Guarantors, hereby irrevocably and unconditionally guarantee, on a senior
[secured] a [unsecured] b basis, (i) the due and punctual
payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and
interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all
other obligations of Coinmach Service Corp. (the Company) to the Holders or the Trustee all in
accordance with the terms set forth in Article Ten of the Indenture, (ii) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise and (iii) have agreed to pay any
and all costs and expenses (including reasonable attorneys fees) incurred by the Trustee or any
Holder in enforcing any rights under this Subsidiary Guarantee. Capitalized terms used herein have
the meanings assigned to them in the Indenture unless otherwise indicated. No stockholder, employee, officer, director or incorporator, as such, past, present or future,
of [name of Subsidiary Guarantor] shall have any personal liability under this Subsidiary Guarantee
by reason of his or its status as such stockholder, employee, officer, director or incorporator.
Each Holder by accepting this Subsidiary Guarantee waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes and Subsidiary
Guarantees. This Subsidiary Guarantee shall be binding upon [name of Subsidiary Guarantor] and its
successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee
and the Holders and, in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges herein conferred upon that party shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Subsidiary Guarantee is noted shall have
been executed by the Trustee under the Indenture by the manual signature of one of its authorized
officers.   a
    
    Insert if Subsidiary Guarantor is
Coinmach Laundry Corporation.b
    
    Insert if Subsidiary Guarantor is not
Coinmach Laundry Corporation. A-12




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THE TERMS OF ARTICLE TEN OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of
the State of New York. [NAME OF SUBSIDIARY GUARANTOR]By:Name:Title: A-13




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EXHIBIT B FORM OF RESTRICTED NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO COINMACH SERVICE CORP. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE
UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
SECURITIES ACT (AN ACCREDITED INVESTOR)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF COINMACH SERVICE CORP. SO REQUESTS), OR (G)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (E) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS NOTE. IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND COINMACH CORPORATION SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO B-1




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##### 



AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. AS USED HEREIN, THE TERMS OFFSHORE TRANSACTION, UNITED STATES AND U.S.
PERSON HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [THE COMPANY MAY SUBSEQUENTLY ISSUE NOTES THAT ARE IDENTICAL IN ALL MATERIAL RESPECTS TO THIS
NOTE BUT HAVE ORIGINAL ISSUE DISCOUNT. IN SUCH CASE, THE HOLDER OF THIS NOTE WILL BE DEEMED TO
HAVE EXCHANGED A PORTION OF ITS NOTES OF THE COMPANY FOR SUCH NEWLY ISSUED NOTES WITH ORIGINAL
ISSUE DISCOUNT. THE AGGREGATE PRINCIPAL AMOUNT OF NOTES OWNED BY SUCH HOLDER, HOWEVER, WILL NOT
CHANGE AS A RESULT OF SUCH DEEMED EXCHANGE. WITH RESPECT TO SUCH NEWLY ISSUED NOTES WITH ORIGINAL
ISSUE DISCOUNT, A HOLDER MAY OBTAIN THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, THE
ISSUE PRICE AND THE YIELD TO MATURITY BY SUBMITTING A WRITTEN REQUEST TO THE COMPANY.] CUSIP No.: COINMACH SERVICE CORP. 11% SENIOR SECURED NOTE DUE 2024 No. $ COINMACH SERVICE CORP., a Delaware corporation (the Company, which term includes any
successor entity), for value received promises to pay to            or registered assigns,
the principal sum of [ ] Dollars on December 1, 2024. Interest Payment Dates: March 1, June 1, September 1 and December 1. Record Dates: February 25, May 25, August 25 and November 25. Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place. B-2




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##### 



IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers and a facsimile of its corporate seal to be affixed hereto or
imprinted hereon. COINMACH SERVICE CORP.By:Name:Title: By:Name:Title: Dated: B-3




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Certificate of Authentication This is one of the 11% Senior Secured Notes due 2024 referred to in the within-mentioned
Indenture. THE BANK OF NEW YORK, as Trustee Dated: 
                    
                    
By: 
                    
                    
                    
                    
                    
                    Authorized Signatory B-4




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(REVERSE OF RESTRICTED NOTE) 11% Senior Secured Note due 2024 1. Interest. COINMACH SERVICE CORP., a Delaware corporation (the Company),
promises to pay interest on the principal amount of this Note at the rate per annum shown above.
Interest on the Notes will accrue from the most recent date on which interest has been paid on this
Note or if no interest has been paid, from [               ], 20[   ]. The Company will pay
interest quarterly in arrears on each Interest Payment Date, commencing [               ], 20[   ]. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 2. Method of Payment. The Company shall pay interest on the Notes to the Persons who
are the registered Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date even if the Notes are cancelled on registration of transfer or registration
of exchange after such Record Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in money of the United States
that at the time of payment is legal tender for payment of public and private debts (U.S. Legal
Tender). However, the Company may pay principal and interest by its check payable in such
U.S. Legal Tender. The Company may deliver any such interest payment to the Paying Agent or to a
Holder at the Holders registered address. 3. Paying Agent and Registrar. Initially, The Bank of New York (the Trustee)
will act as Paying Agent and Registrar. The Company may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders. 4. Indenture. The Company issued the Notes and Laundry Corp. issued its Subsidiary
Guarantee under an Indenture, dated as of November 24, 2004 (the Indenture), between the
Company, the Subsidiary Guarantors party thereto from time to time, the Trustee and the Collateral
Agent. Capitalized terms herein are used as defined in the Indenture unless otherwise defined
herein. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the
TIA), as in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and
Holders of Notes are referred to the Indenture and the TIA for a statement of them. The Notes are
general secured obligations of the Company. Each Holder, by accepting a Note, agrees to be bound
by all of the terms and provisions of the Indenture, as the same may be amended from time to time. B-5




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##### 



5. Optional Redemption; Sinking Fund. (a) Make-Whole Redemption. At any time prior to December 1, 2009, the Company may, at
its option, redeem all or part of the Notes upon not less than 30 nor more than 60 days notice, at
a Redemption Price equal to the sum of the present values of the redemption price of such Notes at
the first optional Redemption Date described below and all required interest payments, excluding
accrued but unpaid interest, due on such Notes through such first optional Redemption Date,
discounted to the date of such redemption 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 Redemption Date, subject to the right of Holders of record on the relevant Record
Date to receive interest due on the relevant Interest Payment Date. (b) Redemption at Scheduled Prices. On or after December 1, 2009, the Company may, at
its option, redeem all or part of the Notes, upon not less than 30 nor more than 60 days notice,
at the redemption prices, expressed as percentages of principal amount set forth below plus accrued
and unpaid interest, on the Notes redeemed, to the applicable Redemption Date, if redeemed during
the twelve-month period beginning on December 1 of the years indicated below: Year
    
    Percentage2009
    
    
    105.500
    %2010
    
    
    103.667
    %2011
    
    
    101.833
    %2012 and thereafter
    
    
    100.000
    %
 (c) Tax Redemption. At any time, the Company may, at its option, redeem all, but not
part, of the Notes, upon not less than 30 nor more than 60 days notice, at a Redemption Price
equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to the
Redemption Date if, for U.S. federal income tax purposes, the Company is not, or would not be,
permitted to deduct the interest payable on the Notes from its income. (d) Sinking Fund. As a mandatory sinking fund (the Sinking Fund), the Company
will redeem on December 1 of each of the years 2016 to 2019, inclusive, Notes in an aggregate
principal amount equal to 10% of the aggregate principal amount of the Notes originally issued
under the Indenture at a Redemption Price equal to 100% of the aggregate principal amount of the
Notes to be redeemed, together with accrued and unpaid interest to the Redemption Date. The Company
may, at its option, credit against the aggregate principal amount of the Notes to be redeemed in
connection with any Sinking Fund redemption (to the extent not previously credited) the aggregate principal amount of
Notes: B-6




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##### 



(i)
    previously or contemporaneously redeemed by it pursuant to the
provisions described under paragraph (a), (b) or (c) (or previously or
contemporaneously called for redemption pursuant to such provisions so long as
the Redemption Price therefor shall have been deposited in trust for that
purpose in accordance with the Indenture); and(ii)
    previously or contemporaneously acquired by it (and delivered
to the Trustee for cancellation), whether by privately negotiated transactions,
by way of tender offers (including Change of Control Offers and Net Proceeds
Offers) or otherwise, in either case described in clauses (i) and (ii) above other than through mandatory Sinking Fund
redemptions; provided, however, that the Company may only credit purchases of
separate notes pursuant to clause (b) above to the extent that, as of the Business Day immediately
preceding the date on which a Sinking Fund redemption is required, such purchases did not result in
the aggregate principal amount of Notes underlying IDSs exceeding 90% of the aggregate principal
amount of all Notes outstanding on such date. 6. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such
Holders registered address. Except as set forth in the Indenture, if monies for the redemption of the Notes called for
redemption shall have been deposited with the Paying Agent for redemption on such Redemption Date,
then, unless the Company defaults in the payment of such Redemption Price plus accrued interest, if
any, the Notes called for redemption will cease to bear interest from and after such Redemption
Date and the only right of the Holders of such Notes will be to receive payment of the Redemption
Price plus accrued interest, if any. 7. Offers to Purchase. Sections 4.15 and 4.16 of the Indenture provide that, after
certain Asset Sales (as defined in the Indenture) and upon the occurrence of a Change of Control
(as defined in the Indenture), and subject to further limitations contained therein, the Company
will make an offer to purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture. 8. Registration Rights. Pursuant to a Registration Rights Agreement among the Company,
the Guarantors and the Holders of the Initial Notes, the Company will be obligated to consummate an
exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Note
for the Companys Series B 11% Senior Secured Notes due 2024 (the Exchange Notes), which
have been registered under the Securities Act, in like principal amount and having terms identical in all material
respects as the Initial Notes. The Holders of the Restricted
Securities shall be entitled to receive certain additional interest B-7




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##### 



payments in the event such exchange offer is not consummated
and upon certain other conditions, all pursuant to and in accordance with the terms of a
Registration Rights Agreement. 9. Transfer; Exchange. The Notes are in registered form without coupons. A Holder
shall register the transfer of or exchange of Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental charges payable in
connection therewith as permitted by the Indenture. The Registrar need not register the transfer
of or exchange of any Notes or portions thereof selected for redemption (except, in the case of a
Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange
any Notes for a period of 15 days prior to a selection of Notes to be redeemed. 10. Persons Deemed Owners. The registered Holder of a Note shall be treated as the
owner of it for all purposes. 11. Unclaimed Money. If money for the payment of principal or interest remains
unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company.
After that, all liability of the Trustee and such Paying Agent with respect to such money shall
cease. 12. Discharge Prior to Redemption or Maturity. If the Company at any time deposits
with the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay the principal
of and interest on the Notes to redemption or maturity and complies with the other provisions of
the Indenture relating thereto, the Company will be discharged from certain provisions of the
Indenture, the Notes and the Collateral Agreements (including certain covenants, but excluding its
obligation to pay the principal of and interest on the Notes). 13. Amendment; Supplement; Waiver. Subject to certain exceptions, the Indenture, the
Notes or the Subsidiary Guarantees may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any
existing Default or Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture, the Notes or the Subsidiary Guarantees to, among other things, cure any
ambiguity, defect or inconsistency, provide for certificated Notes or Subsidiary Guarantees in
addition to or in place of uncertificated Notes or Subsidiary Guarantees, or comply with Article
Five of the Indenture or make any other change that does not adversely affect in any material respect the rights of any Holder
of a Note. 14. Restrictive Covenants. The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries to, among other things, incur additional B-8




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Indebtedness or Liens, make payments in respect of its Capital Stock or certain Indebtedness, enter into
transactions with Affiliates, create dividend or other payment restrictions affecting Restricted
Subsidiaries, merge or consolidate with any other Person, sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets or adopt a plan of liquidation. Such
limitations are subject to a number of important qualifications and exceptions. The Company must
annually report to the Trustee on compliance with such limitations. 15. Successors. When a successor assumes, in accordance with the Indenture, all the
obligations of its predecessor under the Notes, the Subsidiary Guarantees, the Collateral
Agreements, if applicable, and the Indenture, the predecessor will be released from those
obligations. 16. Defaults and Remedies. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding may
declare all the Notes to be due and payable in the manner, at the time and with the effect provided
in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has
received indemnity reasonably satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of Notes notice of any continuing Default or Event of Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in their interest. 17. Trustee and Collateral Agent Dealings with Company. Each of the Trustee and the
Collateral Agent under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Notes and may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee or the Collateral Agent. 18. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator or stockholder, as such, of the Company shall have any liability for any
obligation of the Company under the Notes or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of a Note by accepting a Note
waives and releases all such liability. Such waiver and release are part of the consideration of
this Note. 19. Subsidiary Guarantees. Payment of principal and interest (including interest on
overdue principal and overdue interest, if lawful) is unconditionally guaranteed, jointly and
severally, by each of the Subsidiary Guarantors. 20. Authentication. This Note shall not be valid until the Trustee or Authenticating
Agent manually signs the certificate of authentication on this Note. B-9




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21. Governing Law. The Laws of the State of New York shall govern this Note, the
Subsidiary Guarantees and the Indenture, without regard to principles of conflict of laws. 22. Abbreviations and Defined Terms. Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 23. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes as a convenience to the Holders of the Notes. No representation is made as to the
accuracy of such numbers as printed on the Notes and reliance may be placed only on the other
identification numbers printed hereon. The Company will furnish to any Holder of a Note upon written request and without charge a
copy of the Indenture. Requests may be made to: Coinmach Service Corp., 303 Sunnyside Blvd.,
Suite 70, Plainview, New York 11803, Attn: Chief Executive Officer. B-10




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ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature
guaranteed: I or we assign and transfer this Note to: __________________________________________________________________________________________________________________
 
 and irrevocably appoint___agent to transfer this Note on the books of the Company. The agent may substitute another to act
for him. Dated:__________________________________________Signed:____________________________________________________________
 (Sign exactly as name appears onthe
other side of this Note)
 Signature
Guarantee:___________________________
  B-11




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##### 



[OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Company pursuant to Section 4.15 or
Section 4.16 of the Indenture, check the appropriate box: Section 4.15 [          ]
Section 4.16 [          ] If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.15 or Section 4.16 of the Indenture, state the amount you elect to have purchased: $_______________________________________  Dated: __________________________________
 NOTICE:
    
    The signature on this assignment must
correspond with the name as it appears upon the
face of the within Note in every particular
without alteration or enlargement or any change
whatsoever and be guaranteed by the endorsers
bank or broker.
 Signature Guarantee:
_______________________ B-12




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FORM OF SUBSIDIARY GUARANTEE [Name of Subsidiary Guarantor] and its successors under the Indenture, jointly and severally
with any other Subsidiary Guarantors, hereby irrevocably and unconditionally guarantee, on a senior
[secured] a [unsecured] b basis, (i) the due and punctual
payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and
interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all
other obligations of Coinmach Service Corp. (the Company) to the Holders or the Trustee all in
accordance with the terms set forth in Article Ten of the Indenture, (ii) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise and (iii) have agreed to pay any
and all costs and expenses (including reasonable attorneys fees) incurred by the Trustee or any
Holder in enforcing any rights under this Subsidiary Guarantee. Capitalized terms used herein have
the meanings assigned to them in the Indenture unless otherwise indicated. No stockholder, employee, officer, director or incorporator, as such, past, present or future,
of [name of Subsidiary Guarantor] shall have any personal liability under this Subsidiary Guarantee
by reason of his or its status as such stockholder, employee, officer, director or incorporator.
Each Holder by accepting this Subsidiary Guarantee waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes and Subsidiary
Guarantees. This Subsidiary Guarantee shall be binding upon [name of Subsidiary Guarantor] and its
successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee
and the Holders and, in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges herein conferred upon that party shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Subsidiary Guarantee is noted shall have
been executed by the Trustee under the Indenture by the manual signature of one of its authorized
officers.   a
    
    Insert if Subsidiary Guarantor is Coinmach Laundry Corporation.b
    
    Insert if Subsidiary Guarantor is not Coinmach Laundry Corporation. B-13




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THE TERMS OF ARTICLE TEN OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of
the State of New York. [NAME OF SUBSIDIARY GUARANTOR]By:
    _______________________________Name:Title: B-14




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EXHIBIT C FORM OF LEGEND FOR GLOBAL NOTES Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in
addition to any other legends required in the case of a Restricted Security) in substantially the
following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE
OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. C-1




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EXHIBIT D FORM OF CERTIFICATE TO BE
DELIVERED IN CONNECTION WITH
TRANSFERS TO NON-QIB ACCREDITED INVESTORS ___________, ____ The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Administration Re:
    
    Coinmach Service Corp. (the Company)Income Deposit Securities (the IDSs)
 Ladies and Gentlemen: In connection with our proposed purchase of $___aggregate principal amount of the Notes, we
confirm that: 1. We have received a copy of the Prospectus (the Prospectus), dated November 19,
2004, relating to the Notes and such other information as we deem necessary in order to make
our investment decision. We acknowledge that we have read and agreed to the matters stated
in the section entitled Transfer Restrictions of the Prospectus. 2. We understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture dated as of November 24, 2004
relating to the Notes (the Indenture) and the undersigned agrees to be bound by, and not
to resell, pledge or otherwise transfer the Notes except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the Securities
Act). 3. We understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes may not be offered or sold except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell or otherwise transfer any Notes
prior to the date which is within three years after the D-1




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##### 



original issuance of the Notes or the last date on which the Note is owned by an
affiliate of the Company, we will do so only (i) to the Company or any of its subsidiaries,
(ii) inside the United States in accordance with Rule 144A under the Securities Act to a
qualified institutional buyer (as defined in Rule 144A under the Securities Act), (iii)
inside the United States to an institutional accredited investor (as defined below) that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer)
to you a signed letter containing certain representations and agreements relating to the
restrictions on transfer of the Notes, substantially in the form of this letter, (iv)
outside the United States in accordance with Rule 904 of Regulation S under the Securities
Act, (v) pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available), or (vi) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing any of the
Notes from us a notice advising such purchaser that resales of the Notes are restricted as
stated herein. 4. We are not acquiring the Notes for or on behalf of, and will not transfer the Notes
to, any pension or welfare plan (as defined in Section 3 of the Employee Retirement Income
Security Act of 1974), except as permitted in the section entitled Transfer Restrictions
of the Offering Memorandum. 5. We understand that, on any proposed resale of any Notes, we will be required to
furnish to you and the Company such certification, legal opinions and other information as
you and the Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us will bear
a legend to the foregoing effect. 6. We are an institutional accredited investor (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are each able to
bear the economic risk of our or their investment, as the case may be. 7. We are acquiring the Notes purchased by us for our own account or for one or more
accounts (each of which is an institutional accredited investor) as to each of which we
exercise sole investment discretion. You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby, and we agree to notify
you promptly if any of our representations or warranties herein cease to be accurate and complete. D-2




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This letter shall be governed by, and construed in accordance with, the laws of the State of
New York without regard to principles of conflicts of laws. Very truly yours,[Name of Transferee]By:Authorized Signature
 D-3




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##### 



EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATION S The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Administration Re:
    
    Coinmach Service Corp. (the Company)Income Deposit Securities (the IDSs)
 Ladies and Gentlemen: In connection with our proposed sale of $        aggregate principal amount of the Notes, we
confirm that Such sale has been effected pursuant to and in accordance with Regulation S under the
U.S. Securities Act of 1933, as amended (the Securities Act), and, accordingly, we represent
that: (1) the offer of the Notes was not made to a person in the United States; (2) either (a) at the time the buy offer was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States, or (b) the transaction was executed in, on or
through the facilities of a designated off-shore securities market and neither we nor any
person acting on our behalf knows that the transaction has been pre-arranged with a buyer in
the United States; (3) no directed selling efforts have been made in the United States in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; (4) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and (5) we have advised the transferee of the transfer restrictions applicable to the
Notes. E-1




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##### 



You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S. Very truly yours,[Name of Transferee]By:Authorized Signature
 E-2




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EXHIBIT F FORM OF GLOBAL IDS THIS CERTIFICATE IS A GLOBAL INCOME DEPOSIT SECURITY (IDS) AND IS REGISTERED IN THE NAME OF
A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS CERTIFICATE IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
CERTIFICATE (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. EACH IDS INITIALLY CONSISTS OF ONE SHARE OF CLASS A COMMON STOCK, $0.01 PAR VALUE, OF COINMACH
SERVICE CORP. (THE CLASS A COMMON STOCK) (SUBJECT TO ADJUSTMENT IN CASE OF A STOCK SPLIT,
RECOMBINATION OR RECLASSIFICATION OF THE CLASS A COMMON STOCK AS REFLECTED IN SCHEDULE B HERETO)
AND $6.14 PRINCIPAL AMOUNT OF THE 11% SENIOR SECURED NOTES DUE 2024 OF COINMACH SERVICE CORP. (THE
NOTES). THE CLASS A COMMON STOCK AND NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED
OR EXCHANGED SEPARATELY AND MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER UNTIL SEPARATED IN
ACCORDANCE WITH THE TERMS OF THIS CERTIFICATE. F-1




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##### 



COINMACH SERVICE CORP. 18,333,333 IDSs No. 1
    
    CUSIP NO.:19259W 10 7ISIN: US19259W1071
 Coinmach Service Corp., a Delaware corporation (the Company), hereby certifies that Cede &
Co., or its registered assigns, is the registered owner of the number of Income Deposit Securities
(IDSs) listed on Schedule A hereto. Each IDS consists of one share of Class A common stock, par value $0.01 per share, of the
Company (the Class A Common Stock) (subject to adjustment in case of a stock split, recombination
or reclassification of the Class A Common Stock as reflected in Schedule B hereto) and $6.14
principal amount of 11% senior secured notes due 2024 of the Company (the Notes). The global
Note and global Class A Common Stock certificate constituting part of this IDS Certificate are each
attached hereto. The terms of (i) the Notes are governed by an Indenture (the Indenture) dated
as of November 24, 2004, among the Company, the Subsidiary Guarantors party thereto from time to
time and The Bank of New York as trustee (the Trustee) and collateral agent (the Collateral
Agent) and are subject to the terms and provisions contained therein, and (ii) the Class A Common
Stock is governed by the certificate of incorporation of the Company (the Certificate of
Incorporation), and is subject to the terms and provisions contained therein, to all of which
terms and provisions the owner of a beneficial interest (each a holder) in this IDS Certificate
consents by acceptance hereof. The Company will furnish to any holder of this IDS Certificate upon
written request and without charge a copy of the Indenture and the Certificate of Incorporation. Upon the occurrence of a stock split, stock divided or reclassification of the Class A Common
Stock, the IDS will automatically reflect such event and the Company will notify the IDS transfer
agent and DTC in writing of such event and instruct them to reflect the resulting changes on
Schedule B hereto. Upon the occurrence of any such event, the Company shall provide a notice,
which notice may be in the form of a press release or other public announcement, or file with the
Securities and Exchange Commission (the SEC) a Current Report on Form 8-K or any other applicable
form, in either case, disclosing the changes in the ratio of Class A Common Stock to principal
amount of Notes as a result of such event. This IDS Certificate is not valid unless countersigned and registered by the IDS transfer
agent and registrar. AUTOMATIC SEPARATION: Each IDS will automatically and permanently separate into one share of Class A Common Stock
(subject to adjustment in case of a stock split, recombination or reclassification F-2




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of the Class A Common Stock as reflected in Schedule B hereto) and $6.14 principal amount of
Notes on November 24, 2019. In addition, each IDS will automatically and permanently separate into one share of Class A
Common Stock (subject to adjustment in case of a stock split, recombination or reclassification of
the Class A Common Stock as reflected in Schedule B hereto) and $6.14 principal amount of Notes on
(i) the date of any redemption or repurchase by the Company of all of the Notes in accordance with
the Indenture (in the case of a redemption or repurchase of less than all of the Notes, including
without limitation a redemption of a portion of the Notes pursuant to the Sinking Fund (as defined
in the Indenture), solely those IDSs associated with the Notes redeemed or repurchased shall
separate); and (ii) the date on which all remaining principal on the Notes becomes due and payable. In addition, each IDS will automatically be separated (subject to recombination as described
below under Recombination) into one share of Class A Common Stock (subject to adjustment in case
of a stock split, recombination or reclassification of the Class A Common Stock as reflected in
Schedule B hereto) and $6.14 principal amount of Notes on (i) the occurrence of a Separation Event
of Default (as defined in the Indenture); (ii) the last business day of any calendar month prior to
the Merger Event (as defined in the Indenture), if on such day neither (A) the Disproportionality
Test (as defined in the Indenture) nor (B) the Total Remaining Payments Tests (as defined in the
Indenture) are met; and (iii) the date of notice to the Company that the designated securities
depositary for the IDSs either (A) is unwilling or unable to continue as securities depository with
respect to the IDSs or (B) will cease to be a registered clearing agency under the Securities
Exchange Act of 1934, as amended (the Exchange Act), and in either case the Company is unable to
find a successor depository. As promptly as practicable following the Company becoming aware of the occurrence of any such
event, the Company shall provide a notice, which notice may be in the form of a press release or
other public announcement, or file with the SEC a Current Report on Form 8-K or any other
applicable form, in either case, disclosing the automatic separation as a result of such event. Furthermore, upon the issuance by the Company of additional Notes pursuant to the Indenture in
a Primary Registered Offering (as defined in the Indenture) (i) with OID (as defined in the
Indenture) or (ii) subsequent to an OID Exchange (as defined below) (in each such case, New
Notes), (A) the IDSs represented by this IDS Certificate will be automatically separated into the
Class A Common Stock and the Notes represented hereby, (B) this IDS Certificate shall be canceled,
and (C) a new IDS Certificate(s) will be issued to the record holder of this IDS Certificate (an
OID Exchange) representing the same number of IDSs (New IDSs). Each New IDS will consist of
one share of Class A Common Stock (subject to adjustment in the case of a stock split,
recombination or reclassification of the Class A Common Stock as reflected in Schedule B hereto)
and $6.14 principal amount of a combination of the Notes, Non-OID Additional Notes (as defined in
the Indenture), if any, and New Notes (OID Exchange Units) in proportion to the aggregate
principal balances thereof. F-3




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VOLUNTARY SEPARATION: The holder of this IDS Certificate is entitled, at any time from the earliest to occur of (i)
January 8, 2005, (ii) the acceptance by such holder of a Change of Control Offer (as defined in the
Indenture), and (iii) the acceptance by such holder of a Net Proceeds Offer (as defined in the
Indenture), to separate the IDSs represented by this IDS Certificate or any portion thereof for one
share of Class A Common Stock (subject to adjustment in case of stock split, recombination or
reclassification of the Class A Common Stock as reflected in Schedule B hereto) and $6.14 principal
amount of Notes for each IDS (provided, however,that with respect to clause (ii) and (iii) above,
such events will cause solely those IDSs associated with the Notes that the holder shall have
elected to be repurchased in such Change of Control Offer or Net Proceeds Offer to separate), and
the Company will take such action as is necessary to facilitate such voluntary separation. A
holder of this IDS Certificate may not accept a Change of Control Offer or a Net Proceeds Offer or
obtain a Class A Common Stock certificate without the separation of the applicable IDSs. COMBINATION AND RECOMBINATION: Any holder of Class A Common Stock and Notes or Non-OID Additional Notes or, following any OID
Exchange, OID Exchange Units, is entitled, at any time and from time to time prior to November 24,
2019, to combine such holders Class A Common Stock and Notes or Non-OID Additional Notes or,
following any OID Exchange, OID Exchange Units, to form IDSs; provided, however, that (i) in the
event the IDSs were automatically separated as a result of the occurrence of a Separation Event of
Default, IDSs may thereafter only be created or recombined after the related Default or Event of
Default (each as defined in the Indenture) has been cured or waived in accordance with the
provisions of the Indenture; (ii) in the event the IDSs were automatically separated on a date
prior to the occurrence of the Merger Event on which neither the Disproportionality Test nor the
Total Remaining Payments Tests were met, IDSs may thereafter only be created or recombined on or
after the first to occur of the Merger Event and a date on which either of such tests is once again
met; (iii) in the event the IDSs were automatically separated because either the designated
securities depositary for the IDSs (A) was unwilling or unable to continue as securities depositary
with respect to the IDSs or (B) ceased to be a registered clearing agency under the Exchange Act,
IDSs may thereafter only be created or recombined at such time as the Company has established a
successor depositary willing and able to provide such services to the Company; and (iv) any holder
whose ownership of shares of Class A Common Stock is represented by a stock certificate issued to
such holder, prior to recombining such shares of Class A Common Stock with Notes or Non-OID
Additional Notes or, following any OID Exchange, OID Exchange Units, in order to form IDSs, must
surrender such stock certificate to the IDS transfer agent in order that such shares of Class A
Common Stock be included in the global stock certificate(s) representing the shares of Class A
Common Stock underlying IDSs. As promptly as practicable following the Company becoming aware of
the occurrence of any event that permits the recombination of IDSs, the Company shall provide a
notice, which notice may be in the form of a press release or other public announcement, file with
the SEC a F-4




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Current Report on Form 8-K or any other applicable form, in either case, disclosing that IDSs
may be recombined as a result of such event. [Signature pages follow] F-5




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Dated: November 24, 2004 COINMACH SERVICE CORP.By:Name:Title:
 F-6




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Dated: November 24, 2004 Countersigned and registered: THE BANK OF NEW YORK   as
IDS Transfer Agent and Registrar By:Name:Title:
 F-7




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Schedule A NUMBER OF IDSs The number of IDSs represented by this global IDS Certificate is 18,333,333. The following
increases or decreases have been made: Number of IDSsprior to
    
    
    Increase
    
    
    Decrease
    
    
    Number of IDSs afterDate
    
    
    increase/decrease
    
    
    amount
    
    
    amount
    
    
    increase/decrease
    
    
    Signature
 F-8




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Schedule B NUMBER OF SHARES OF CLASS A COMMON STOCK UNDERLYING ONE IDS The number of shares of Class A Common Stock underlying each IDS represented by this
Certificate is initially one (1). The following adjustments have been made since the original
issue date of the IDSs: Number of shares of Class ANumber of shares of Class A
    
    
    
    
    
    
    
    Common Stock underlyingCommon Stock underlying
    
    
    
    
    
    
    
    each IDS following theeach IDS prior to adjustment
    
    
    Event triggering adjustment

    
    
    adjustment
 F-9




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EXHIBIT G FORM OF NOTICE TO BE
DELIVERED IN CONNECTION WITH COMBINATION/
RECOMBINATION OR SEPARATION OF IDSS ___________, ____ The Bank of New York
101 Barclay Street
Floor 8W
New York, New York 10286
Attention: Corporate Trust Administration Re:
    
    Coinmach Service Corp. (the Company)Income Deposit Securities (the IDSs)
 Ladies and Gentlemen: We hereby request that: (1) [You separate ___IDSs owned by the undersigned into ___shares of Class A
Common Stock and ___11% Senior Secured Notes due 2024, in each case, of the Company.] (2) [You recombine ___shares of Class A Common Stock and ___11% Senior
Secured Notes due 2024 a, in each case, of the Company and owned by the
undersigned, to form ___IDSs.] You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby, and we agree to notify
you promptly if any of our representations or warranties herein cease to be accurate and complete.   a

    
    Must be Initial Notes, Non-OID Additional
Notes or OID Exchange Units. G-1




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This letter shall be governed by, and construed in accordance with, the laws of the State of
New York without regard to principles of conflicts of laws. Very truly yours,[Name of Holder]By:Authorized Signature
 G-2




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EXHIBIT H FORM OF SECURITY AGREEMENT among COINMACH SERVICE CORP., COINMACH LAUNDRY CORPORATION and THE BANK OF NEW YORK,
as Collateral Agent Dated as of ____________ H-1




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TABLE OF CONTENTS PageARTICLE ISECURITY INTERESTSSection 1.1.
    
    Grant of Security Interests
    
    6Section 1.2.
    
    Power of Attorney
    
    7ARTICLE IIGENERAL REPRESENTATIONS, WARRANTIES AND COVENANTSSection 2.1.
    
    Necessary Filings
    
    8Section 2.2.
    
    No Liens
    
    8Section 2.3.
    
    Other Financing Statements
    
    8Section 2.4.
    
    Chief
Executive Office; Records; Corporate Name; Jurisdiction of Incorporation
    
    9Section 2.5.
    
    Location of Inventory and Equipment
    
    9Section 2.6.
    
    Recourse
    
    9Section 2.7.
    
    Trade Names; Change of Name
    
    9Section 2.8.
    
    Benefit to Laundry Corp
    
    10ARTICLE IIISPECIAL PROVISIONS CONCERNINGACCOUNTS; CONTRACT RIGHTS; INSTRUMENTSAND CERTAIN OTHER TYPES OF COLLATERALSection 3.1.
    
    Additional Representations and Warranties
    
    10Section 3.2.
    
    Maintenance of Records
    
    10Section 3.3.
    
    Direction to Account Debtors; Contracting Parties, etc.
    
    11Section 3.4.
    
    Modification of Terms, etc.
    
    11Section 3.5.
    
    Collection
    
    12Section 3.6.
    
    Further Actions
    
    12Section 3.7.
    
    Special Provisions Regarding Certain Types of Collateral
    
    12ARTICLE IVSPECIAL PROVISIONS CONCERNING MARKSSection 4.1.
    
    Additional Representations and Warranties
    
    16Section 4.2.
    
    Licenses and Assignments
    
    16Section 4.3.
    
    Infringements
    
    16Section 4.4.
    
    Preservation of Trademarks
    
    17
 H-2




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PageSection 4.5.
    
    Maintenance of Registration
    
    17Section 4.6.
    
    Future Registered Marks
    
    17Section 4.7.
    
    Remedies
    
    17ARTICLE VSPECIAL PROVISIONS CONCERNINGPATENTS AND COPYRIGHTSSection 5.1.
    
    Additional Representations and Warranties
    
    18Section 5.2.
    
    Licenses and Assignments
    
    18Section 5.3.
    
    Infringements
    
    18Section 5.4.
    
    Maintenance of Patents
    
    19Section 5.5.
    
    Prosecution of Patent Application
    
    19Section 5.6.

    
    Other Patents and Copyrights
    
    19Section 5.7.
    
    Remedies
    
    19ARTICLE VIPROVISIONS CONCERNING ALL COLLATERALSection 6.1.
    
    Protection of Collateral Agents Security
    
    19Section 6.2.
    
    Warehouse Receipts Non-negotiable
    
    20Section 6.3.
    
    Further Actions
    
    20Section 6.4.
    
    Financing Statements
    
    20ARTICLE VIIREMEDIES UPON OCCURRENCE OF EVENT OF DEFAULTSection 7.1.
    
    Remedies; Obtaining the Collateral Upon Default
    
    21Section 7.2.
    
    Remedies; Disposition of the Collateral
    
    22Section 7.3.
    
    Waiver of Claims
    
    23Section 7.4.
    
    Application of Proceeds
    
    24Section 7.5.
    
    Remedies Cumulative
    
    24Section 7.6.
    
    Discontinuance of Proceedings
    
    24Section 7.7.
    
    Additional Remedies With Respect to Collateral Located in Louisiana
    
    25ARTICLE VIIIINDEMNITYSection 8.1.
    
    Indemnity
    
    26Section 8.2.
    
    Indemnity Obligations Secured by Collateral; Survival
    
    27
 H-3




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PageARTICLE IXDEFINITIONSARTICLE XMISCELLANEOUSSection 10.1.
    
    Notices
    
    34Section 10.2.
    
    Waiver; Amendment
    
    35Section 10.3.
    
    Obligations Absolute
    
    35Section 10.4.
    
    Successors and Assigns
    
    35Section 10.5.
    
    Headings Descriptive
    
    35Section 10.6.
    
    Severability
    
    35Section 10.7.
    
    GOVERNING LAW
    
    35Section 10.8.
    
    Pledgors Duties
    
    36Section 10.9.
    
    Termination; Release
    
    36Section 10.10.
    
    Counterparts
    
    37Section 10.11.
    
    The Collateral Agent
    
    15Section 10.12.
    
    Intercreditor Agreement
    
    37
 H-4




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SECURITY AGREEMENT SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this
Agreement), dated as of ___, by COINMACH SERVICE CORP. (the
Company), a Delaware corporation having an office at 303 Sunnyside Boulevard, Plainview,
New York 11803, and COINMACH LAUNDRY CORPORATION (Laundry Corp. and, together with the
Company, the Pledgors) in favor of THE BANK OF NEW YORK (BNY), 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 indenture, dated as of the
date hereof (as amended, modified or supplemented from time to time (the Indenture),
between the Company, the subsidiary guarantors party thereto from time to time and BNY as trustee
(the Trustee) and as 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 (together with any additional
11% Senior Secured Notes due 2024 issued from time to time in accordance with the Indenture, the
Senior Secured Notes). 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
Secured Creditors (as defined below). 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 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 H-5




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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: ARTICLE THIRTEEN SECURITY INTERESTS SECTION 13.01. Grant of Security Interests. (a) As security for the prompt and
complete payment and performance when due of all of the Obligations, each Pledgor does hereby
collaterally assign and transfer unto the Collateral Agent for the benefit of the Secured
Creditors, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors a
continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and
other Permitted Liens) in, all of the right, title and interest of such Pledgor in, to and under
all of the following, whether now existing or hereafter from time to time acquired (collectively,
the Collateral): (i) all Equipment; (ii) all Inventory; (iii) all Contracts, together with all Contract Rights thereunder; (iv) all Instruments; (v) all General Intangibles; (vi) all Accounts; (vii)all Insurance Policies; (viii)all Intellectual Property; (ix) all Chattel Paper; H-6




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(x) all Investment Property and Financial Assets; (xi) all Deposit Accounts, including, without limitation, the Cash Collateral Account
established for the Pledgors and all monies, securities and instruments deposited or
required to be deposited in such Cash Collateral Account; (xii) all Letter-of-Credit Rights; (xiii) all Goods; (xiv) all Commercial Tort Claims, including, without limitation, each Specified
Commercial Tort Claim; (xv) all Documents; (xvi) all Fixtures; (xvii) all Supporting Obligations relating to any and all of the foregoing; (xviii) all books, records, ledgers, printouts, computer recording media, data files,
tapes, file materials and other papers containing information relating to any and all items
of Collateral; and (xix) to the extent not covered by clauses (i) through (xviii) of this sentence, all
other personal property whether tangible or intangible wherever located; and (xx) all Proceeds of any and all of the foregoing. (b) The security interests of the Collateral Agent under this Agreement extends to all
Collateral of the kind which is the subject of this Agreement which each Pledgor may acquire at any
time during the continuation of this Agreement. SECTION 13.02. Power of Attorney. Each Pledgor hereby constitutes and appoints the
Collateral Agent its true and lawful attorney, irrevocably with full power after the occurrence of
and during the continuance of an Event of Default (in the name of such Pledgor or as otherwise
provided herein), to take any action and to execute any instrument which is necessary or which the
Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this
Agreement, which appointment as attorney is coupled with an interest. ARTICLE FOURTEEN GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Pledgor represents, warrants and covenants, as of the date hereof, which representations,
warranties and covenants shall survive execution and delivery of this Agreement, as follows: H-7




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SECTION 14.01. Necessary Filings. All filings, registrations and recordings necessary
or appropriate to create, preserve, protect and perfect the security interest granted by each
Pledgor to the Collateral Agent hereby in respect of the Collateral are set forth in Schedule 7 to
the Perfection Certificate. To the knowledge of each Pledgor, such filings, registrations and
recordings have been filed, registered or recorded or concurrently herewith are being filed,
registered or recorded, and the security interest granted to the Collateral Agent pursuant to this
Agreement in and to the Collateral constitutes or shall constitute, upon such filing, registration
or recordings, a perfected security interest therein prior to the rights of all other Persons
therein and subject to no other Liens (except that the Collateral may be subject to the security
interests evidenced by the financing statements disclosed on Schedule 5 to the Perfection
Certificate (the Permitted Filings) and to any other Permitted Liens), and is or shall be
entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code to the
extent complied with or other relevant law as enacted in any relevant jurisdiction to perfected
security interests. SECTION 14.02. No Liens. Each Pledgor is, and as to Collateral acquired by it from
time to time after the date hereof such Pledgor will be, the owner of all of the Collateral pledged
by it hereunder free from any Lien, security interest, encumbrance or other right, title or
interest of any Person (other than Liens created hereby, Permitted Liens or Liens evidenced by the
Permitted Filings), and such Pledgor shall use its good faith efforts to defend the Collateral
against all claims and demands of all Persons at any time claiming the same or any interest therein
adverse to the Collateral Agent. SECTION 14.03. Other Financing Statements. As of the date hereof, there is no
financing statement (or similar statement or instrument of registration under the law of any
jurisdiction) on file or of record in any relevant jurisdiction covering or purporting to cover any
interest of any kind in the Collateral except as disclosed in Schedules 5 and 7 to the Perfection
Certificate and as may be filed in connection with Permitted Liens. So long as the Termination
Date has not occurred, no Pledgor shall execute or authorize to be filed in any public office any
financing statement (or similar statement or instrument of registration under the law of any
jurisdiction) or statements relating to the Collateral, except financing statements filed or to be
filed in respect of and covering the security interests granted hereby by such Pledgor or in
respect of Permitted Liens. SECTION 14.04. Chief Executive Office; Records; Corporate Name; Jurisdiction of
Incorporation. (a) As of the date hereof, the chief executive office of each Pledgor is
located at the address set forth on Schedule 2(a) to the Perfection Certificate. The exact legal name, type of organization and jurisdiction of organization (together with the
organizational identification number, if any, issued by such jurisdiction to each Pledgor) of each
Pledgor is set forth in Schedule 1(a) to the Perfection Certificate. No Pledgor shall
reincorporate or reorganize or otherwise cause the Collateral to be transferred to a Person
incorporated or organized in another state except to the extent (i) permitted pursuant to the
provisions of the Indenture, (ii) it shall have given to the Collateral Agent not less than 10
days prior written notice of its intention so to do, clearly describing such transaction and
providing such other information in connection therewith as the Collateral Agent may reasonably
request, (iii) with respect to such transaction, such Pledgor shall have taken all action to
maintain the H-8




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security interest of the Collateral Agent in the Collateral intended to be granted and
perfected hereby at all times fully perfected and in full force and effect and (iv) the Collateral
Agent shall have been provided with evidence that all other actions (including, without limitation,
the payment of all filing fees and taxes, if any, payable in connection with such actions) have
been taken, in order to perfect (and maintain the perfection and priority of) the security interest
granted hereby. SECTION 14.05. Location of Inventory and Equipment. All Inventory and Equipment held
on the date hereof by each Pledgor is located at one of the locations shown on the Schedules to
Section 2 of the Perfection Certificate. No Pledgor shall establish a new location for Equipment
and/or Inventory that shall cause the security interest of the Collateral Agent in such Equipment
and/or Inventory granted hereby (x) to be unperfected or (y) to lose its priority. SECTION 14.06. Recourse. This Agreement is made with full recourse to each Pledgor
and pursuant to and upon all the warranties, representations, covenants and agreements on the part
of such Pledgor contained herein or in the Senior Secured Notes or the Indenture, and otherwise in
writing in connection herewith or therewith. SECTION 14.07. Trade Names; Change of Name. No Pledgor has or operates in any
jurisdiction under, or in the preceding five years has not had or has not operated in any
jurisdiction under, any trade names, fictitious names or other names (including, without
limitation, any names of divisions or operations), except its legal name and such other trade,
fictitious or other names as are listed on Schedules 1(b) and 1(c) to the Perfection Certificate.
No Pledgor shall change its legal name or assume or operate in any jurisdiction under any trade,
fictitious or other name in any manner which might make any financing statement or continuation
statement filed in connection therewith seriously misleading within
the meaning of Section 9-507 of the UCC except those names listed on Schedule 1(b) and
1(c) to the Perfection Certificate and new names (including, without limitation, any names of
divisions or operations) established in accordance with the last sentence of this Section 2.7. No
Pledgor shall assume or operate in any jurisdiction under any new trade, fictitious or other name
that would make any financing statement or continuation statement filed in connection therewith,
Section 9-507 of the UCC until (i) it shall have given
to the Collateral Agent not less than 10 days prior written notice of its intention so to do,
clearly describing such new name and the jurisdictions in which such new name shall be used and
(ii) with respect to such new name, it shall have taken all reasonable action to maintain the
security interest of the Collateral Agent in the Collateral intended to be granted hereby at all
times fully perfected and in full force and effect. SECTION 14.08. Benefit to Laundry Corp. Laundry Corp. will receive substantial
benefits from the proceeds of the Senior Secured Notes. H-9




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ARTICLE FIFTEEN SPECIAL PROVISIONS CONCERNING
ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS
AND CERTAIN OTHER TYPES OF COLLATERAL SECTION 15.01. Additional Representations and Warranties. As of the time when each of
its Accounts arises, each Pledgor shall be deemed to have represented and warranted that such
Account, and all records, papers and documents relating thereto (if any) are genuine and in all
material respects what they purport to be, and that all papers and documents (if any) relating
thereto to the actual knowledge of such Pledgor (i) will represent the genuine, legal, valid and
binding obligation of the account debtor evidencing indebtedness unpaid and owed by the respective
account debtor arising out of the performance of labor or services or the sale or lease and
delivery of the merchandise listed therein, or both, (ii) will be the only original writings
evidencing and embodying such obligation of the account debtor named therein (other than copies
created for general accounting purposes), (iii) will evidence true and valid obligations,
enforceable in accordance with their respective terms and (iv) will be in compliance and will
conform in each case in all material respects with all applicable federal, state and local laws and
applicable laws of any relevant foreign jurisdiction. SECTION 15.02. Maintenance of Records. Each Pledgor will keep and maintain at its own
cost and expense satisfactory and complete records of its Accounts and Contracts, including, but
not limited to, the originals or copies of all documentation (including each Contract) with respect
thereto, records of all payments received, all credits granted thereon, all merchandise returned
and all other dealings therewith, and such Pledgor will make the same available on such Pledgors
premises to the Collateral Agent for inspection, at such Pledgors own cost and expense, at any and
all reasonable
times; provided, however, if no Event of Default has occurred and is then
continuing, the Collateral Agent shall give such Pledgor reasonable prior written notice of any
such inspection. Upon the occurrence and during the continuance of an Event of Default and upon
the reasonable request of the Collateral Agent, each Pledgor shall, at its own cost and expense,
deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation,
all documents evidencing the Accounts and all Contracts) and such books and records to the
Collateral Agent or to its representatives (copies of which evidence and books and records may be
retained by such Pledgor). Upon the occurrence and during the continuance of an Event of Default
and the delivery by the Collateral Agent of notice thereof to the Company in accordance with
Article Six of the Indenture to the extent such notice is required pursuant to Article Six of the
Indenture, if the Collateral Agent so directs, each Pledgor shall legend its Accounts and the
Contracts, as well as all books, records and documents of such Pledgor evidencing or pertaining to
such Accounts and Contracts with an appropriate reference to the fact that such Accounts and
Contracts have been assigned to the Collateral Agent and that the Collateral Agent has a security
interest therein. SECTION 15.03. Direction to Account Debtors; Contracting Parties, etc. Upon the
occurrence and during the continuance of an Event of Default and delivery of notice thereof to the
Company in accordance with Article Six of the Indenture to the extent such notice H-10




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is required
pursuant to Article Six of the Indenture, and if the Collateral Agent so directs each Pledgor, to
the extent permitted by applicable law, each Pledgor agrees (x) to cause all payments on account of
the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the
Collateral Agent may directly notify the obligors with respect to any Accounts and/or under any
Contracts to make payments with respect thereto as provided in preceding clause (x), and (z) that
the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust,
settle or compromise the amount of payment thereof, in the same manner and to the same extent as
such Pledgor. Without notice to or assent by any Pledgor, the Collateral Agent may apply any or
all amounts then in, or thereafter deposited in, the Cash Collateral Account which application
shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs
and expenses (including reasonable attorneys fees) of collection, whether incurred by any Pledgor
or the Collateral Agent, shall be borne by the Pledgors. SECTION 15.04. Modification of Terms, etc. Except as otherwise provided in the
Indenture, no Pledgor shall rescind or cancel any indebtedness evidenced by any Account or under
any Contract, or modify any term relating to such indebtedness or make any adjustment with respect
thereto, or extend or renew the same, or compromise or settle any material dispute, claim, suit or
legal proceeding relating thereto, or sell any Account or Contract, or interest therein, except as
permitted by Section 3.5. Except as otherwise provided in the Indenture, each Pledgor will duly
fulfill all obligations on its part to be fulfilled under or in connection with the Accounts and
Contracts and will do nothing to impair in any material respect the rights of the Collateral Agent
in the Accounts or Contracts. Notwithstanding anything to the contrary in this Agreement, each
Pledgor may forgive or cancel the indebtedness described in Schedule 12 to the Perfection
Certificate and owed to it as of the date hereof, together with interest thereon, by any employee,
officer or any of its Restricted Subsidi
aries consistent with past practice of Laundry Corp., in each case to the extent not
prohibited by the Indenture. SECTION 15.05. Collection. Each Pledgor shall endeavor to cause to be collected from
the account debtor named in each of its Accounts or obligor under any of its Contracts, as and when
due (including, without limitation, amounts which are delinquent, such amounts to be collected in
accordance with generally accepted lawful collection procedures) any and all amounts owing under or
on account of such Account or Contract, and apply forthwith upon receipt thereof all such amounts
as are so collected to the outstanding balance of such Account or under such Contract, except that,
unless an Event of Default has occurred and is continuing and the Collateral Agent has delivered
notice thereof to the Company in accordance with Article Six of the Indenture to the extent such
notice is required pursuant to Article Six of the Indenture, and unless such notice prohibits the
following, such Pledgor may allow in the ordinary course of business as adjustments to amounts
owing under its Accounts and Contracts (i) an extension or renewal of the time or times of payment,
or settlement for less than the total unpaid balance, as such Pledgor finds appropriate in
accordance with sound business judgment and (ii) a refund or credit due as a result of returned or
damaged merchandise or improperly performed services. The reasonable costs and expenses
(including, without limitation, reasonable attorneys fees) of collection, whether incurred by any
Pledgor or the Collateral Agent, shall be borne by the Pledgors. H-11




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SECTION 15.06. Further Actions. Each Pledgor will, at its own expense, make, execute,
endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers,
invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, reports and other assurances or instruments and
take such further steps relating to its Accounts, Contracts, Instruments and other property or
rights covered by the security interest hereby granted as may be required hereunder or as the
Collateral Agent may reasonably require. SECTION 15.07. Special Provisions Regarding Certain Types of Collateral. (a) Deposit Accounts, Securities Accounts and Commodity Accounts.
(i) Each Pledgor hereby represents, warrants and covenants that (A) it does not
maintain any Securities Accounts or Commodity Accounts with any Securities Intermediary or
Commodity Intermediary other than the Securities Accounts and/or Commodity Accounts listed
in Schedule 16 to the Perfection Certificate and (B) it shall not in the future maintain any
Securities Accounts or Commodity Accounts except with any Securities Intermediary or
Commodity Intermediary in accordance with the provisions of this Section 3.7. Each Pledgor
hereby represents and warrants that it does not maintain any Deposit Accounts other than the
Deposit Accounts listed in Schedule 16 to the Perfection Certificate (the Existing
Deposit Accounts). Each Pledgor agrees that, consistent with its ex
isting practice, it shall (i) deposit all amounts collected in the ordinary course of
its business into the Existing Deposit Accounts and (ii) ensure that no funds in an
aggregate amount exceeding $500,000 are on deposit for more than five Business Days in any
Deposit Account with respect to which the Collateral Agent does not have control and that no
funds in an aggregate amount exceeding $3,000,000 are on deposit for more than five Business
Days in all Deposit Accounts with respect to which the Collateral Agent does not have
control. No Pledgor shall hereafter establish and maintain any Deposit Account, Securities
Account or Commodity Account with any Depository Bank, Securities Intermediary or Commodity
Intermediary, respectively, unless (1) such Pledgor shall have given the Collateral Agent 10
days prior written notice of its intention to establish such new Deposit Account,
Securities Accounts or Commodity Accounts with such Depository Bank, Securities Intermediary
or Commodity Intermediary, (2) such Depository Bank, Securities Intermediary or Commodity
Intermediary shall be reasonably acceptable to the Collateral Agent and (3) in the case of
a new Deposit Account, Securities Account or Commodity Account, the Pledgor shall have used
commercially reasonable efforts to cause such Depository Bank, Securities Intermediary or
Commodity Intermediary to enter into a Control Agreement. Each Pledgor shall accept any
cash and Investment Property in trust for the benefit of the Collateral Agent and within one
(1) Business Day of actual receipt thereof, deposit any cash or Investment Property and any
new securities, instruments, documents or other property by reason of ownership of the
Investment Property received by it into a Deposit Account, Securities Account or Commodity
Account subject to Collateral Agents control. Each Pledgor hereby acknowledges and agrees that notwithstanding any provisions hereof
or any other circumstance to the contrary, the Pledgors will use commercial H-12




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reasonable
efforts to cause the Collateral Agent at all times to (A) have control (as defined in
Section 8-106 of the UCC) of all Investment Property, as confirmed in one or more Control
Agreements in respect thereof, and (B) be authorized to direct the applicable Securities
Intermediary or Commodity Intermediary with respect to such Investment Property to comply
without further consent of such Pledgor or any investment manager or any other Person acting
or purporting to act for any Pledgor being required, with all Entitlement Orders originated
by the Collateral Agent with respect to the Investment Property. The Collateral Agent
hereby agrees that it shall not issue any Entitlement Orders to any Securities Intermediary
or Commodity Intermediary in respect of the Investment Property except in connection with
the Collateral Agents exercise of remedies upon the occurrence of an Event of Default. (i) Each Pledgor hereby acknowledges and agrees that notwithstanding any provisions
hereof or any other circumstance to the contrary, the Pledgors will use commercially
reasonable efforts to cause the Collateral Agent at all times to (A) have control (as
defined in Section 9-104 of the UCC) of all Deposit Accounts, as confirmed in the Control
Agreement in respect thereof, and (B) be authorized to direct the institution maintaining
such Deposit Account to comply without further consent of any Pledgor or any person acting
or purporting to act for any Pledgor being required, with all instructions originated by the
Collateral Agent directing disposition of the funds in such Deposit
Account. The Collateral Agent hereby agrees that it shall not issue any such
instructions to the institution maintaining the Deposit Account except in connection with
the Collateral Agents exercise of remedies upon the occurrence of an Event of Default. (ii) So long as no Event of Default has occurred and is continuing, each Pledgor may
trade, sell, exchange, lend, apply or transfer funds or Investment Property from any Deposit
Account, Securities Account or Commodity Account, in each case to the extent not
inconsistent with the other provisions hereof or the provisions of the Indenture; and (iii) As between the Collateral Agent and each Pledgor, such Pledgor shall bear the
investment risk with respect to the Investment Property, and the risk of loss of, damage to,
or the destruction of any cash or the Investment Property, whether in the possession of, or
maintained as a security entitlement or deposit by, or subject to the control of, the
Collateral Agent, a Securities Intermediary, a Commodity Intermediary or a Depository Bank,
such Pledgor or any other Person; provided, however, that nothing contained
in this Section 3.7(a)(v) shall release or relieve any Securities Intermediary, Commodity
Intermediary or Depository Bank of its duties and obligations to such Pledgors or any other
Person under the applicable Control Agreement or under applicable law. Each Pledgor shall
promptly pay all charges and fees of whatever kind or nature with respect to the cash or
Investment Property pledged by it or under this Agreement. In the event such Pledgor shall
fail to make such payment contemplated in the immediately preceding sentence, the Collateral
Agent may do so for the account of such Pledgor and such Pledgor shall promptly reimburse
and indemnify the Collateral Agent from all costs and expenses H-13




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incurred by the Collateral
Agent under this Section 3.7(a)(v) in accordance with Section 8.1 hereof. (b) Instruments and Tangible Chattel Paper. If any amount payable under or in
connection with any of the Collateral shall be evidenced by any Instrument or Tangible
Chattel Paper in an amount in excess of $250,000, the Pledgor acquiring such Instrument or
Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the
Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in
blank. As of the date hereof, such Instruments and Tangible Chattel Paper are set forth on
Schedule 12 to the Perfection Certificate. (c) Electronic Chattel Paper and Transferable Records. If any amount payable
under or in connection with any of the Pledged Collateral shall be evidenced by any
Electronic Chattel Paper or any transferable record, as that term is defined in Section
201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section
16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, in
each case in an amount in excess of $250,000, the Pledgor acquiring such Electronic Chattel
Paper or Transferable record shall promptly notify the Collateral Agent thereof and shall
take such action as is necessary to vest in the Collateral Agent control under UCC Section
9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16
of the Uniform Electronic Transactions Act, as so in effect
in such jurisdiction, of such transferable record. The Collateral Agent agrees with
each Pledgor that the Collateral Agent will permit such Pledgor to make alterations to the
Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the
case may be, Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control
to allow without loss of control, unless an Event of Default has occurred and is continuing
or would occur after taking into account any action by any Pledgor with respect to such
electronic chattel paper or transferable record. (d) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under
a Letter of Credit now or hereafter issued in favor of such Pledgor in an amount in excess
of $250,000, such Pledgor shall promptly notify the Collateral Agent thereof and arrange for
the issuer and any confirmer of such Letter of Credit to consent to an assignment to the
Collateral Agent of the proceeds of any drawing under such Letter of Credit. (e) Commercial Tort Claims. If any Pledgor shall at any time hold or acquire a
Commercial Tort Claim in an amount in excess of $250,000, such Pledgor shall immediately
notify the Collateral Agent in writing signed by such Pledgor of the brief details thereof
and grant to the Collateral Agent in such writing a security interest therein and in the
Proceeds thereof, all upon the terms of this Agreement. (f) Motor Vehicles. At any time after the occurrence and during the
continuance of an Event of Default, each Pledgor shall deliver to the Collateral Agent
originals of the certificates of title or ownership for the motor vehicles (and any other
Equipment H-14




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covered by Certificates of Title or ownership owned by it) with the Collateral
Agent listed as lienholder therein. (g) 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 Intercompany Note Guaranty or any of its interest
therein; (ii) amend, supplement, or waive any provision of the Intercompany Note or the
Intercompany Note Guaranty, 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 Senior Secured Notes, or subordinate its rights under the
Intercompany Note or the Intercompany Note Guaranty 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 of any Intercompany Note
Guarantor under the Intercompany Note Guaranty; 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 or any Intercompany Note Guarantor under the Intercompany Note
Guaranty. ARTICLE SIXTEEN SPECIAL PROVISIONS CONCERNING MARKS SECTION 16.01. Additional Representations and Warranties. Each Pledgor represents and
warrants that, as of the date hereof, it is the true and lawful exclusive owner of its Trademarks
listed in Schedule 14(a) to the Perfection Certificate and that said listed Trademarks include all
the United States federal registrations or applications registered in the United States Patent and
Trademark Office. Each Pledgor represents and warrants that, to the best of its knowledge, it owns
or is licensed to use or is not prohibited from using all Trademarks that it uses. Each Pledgor
further warrants that it is aware of no third party claim that any aspect of such Pledgors present
or contemplated business operations infringes or will infringe any Trademark. Each Pledgor
represents and warrants that it is the owner of record of all United States registrations and
applications listed in Schedule 14(a) to the Perfection Certificate and that said registrations are
valid, subsisting, have not been canceled and that such Pledgor is not aware of any third-party
claim that any of said registrations is invalid or unenforceable. Each Pledgor hereby grants to
the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the
continuance of an Event of Default and delivery of notice thereof to the Company in accordance with
Article Six of the Indenture to the extent such notice is required pursuant to Article Six of the
Indenture, and delivery of notice of its intention to exercise any or all of its rights under this
Section 4.1, any document which may be required by the United States Patent H-15




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and Trademark Office in
order to effect an absolute assignment of all right, title and interest in each Trademark and
associated Goodwill, and record the same. SECTION 16.02. Licenses and Assignments. Other than the license agreements listed on
Schedule 14(a) to the Perfection Certificate, nonexclusive license agreements and any extensions or
renewals thereof, each Pledgor hereby agrees not to divest itself of any right under any
Significant Trademark. SECTION 16.03. Infringements. Each Pledgor agrees, promptly upon learning thereof, to
notify the Collateral Agent in writing of the name and address of, and to furnish such pertinent
information that may be available with respect to, any party who may be infringing or otherwise
violating any of such Pledgors rights in and to any Significant Trademark, or with respect to any
party claiming that such Pledgors use of any Significant Trademark violates any property right of
that party, in each case to the extent that such Pledgor reasonably believes that such infringement
or violation is material to its business. Each Pledgor further agrees, if consistent with good
business practice and unless otherwise agreed by the Collateral Agent, diligently to prosecute any
Person infringing any Significant Trademark to the extent that such Pledgor reasonably believes
that such infringement is material to its business. SECTION 16.04. Preservation of Trademarks. Each Pledgor agrees to use its Significant
Marks in interstate commerce during the time in which this Agreement is in effect, sufficiently to
preserve such Significant Trademarks as trademarks or service marks registered under the laws of
the United States. SECTION 16.05. Maintenance of Registration. Each Pledgor shall, at its own expense,
diligently process all documents required by the Trademark Act of 1946, 15 U.S.C. §§ 1051 et seq.
to maintain trademark registration, including but not limited to affidavits of use and applications
for renewals of registration in the United States Patent and Trademark Office for all of its
Significant Trademarks pursuant to 15 U.S.C. §§ 1058(a), 1059 and 1065, and shall pay all fees and
disbursements in connection therewith and shall not abandon any such filing of affidavit of use or
any such application of renewal prior to the exhaustion of all reasonable administrative and
judicial remedies. SECTION 16.06. Future Registered Marks. If any Trademark registration issues
hereafter to any Pledgor as a result of any application now or hereafter pending before the United
States Patent and Trademark Office, within thirty (30) days of receipt of such certificate such
Pledgor shall deliver a copy of such certificate, and a grant of security interest in such
Trademark to the Collateral Agent, confirming the grant thereof hereunder, the form of such
confirmatory grant to be substantially the same as the form hereof. SECTION 16.07. Remedies. If an Event of Default shall occur and be continuing, the
Collateral Agent may but is not obligated, upon delivery to the Company of written notice thereof
in accordance with Article Six of the Indenture to the extent such notice is required by Article
Six of the Indenture, and delivery of notice of its intention to exercise any or all of its rights
under this Section 4.7, take any or all of the following actions: (i) declare the entire right,
title and interest of each Pledgor in and to each of the Trademarks and the Goodwill of the H-16




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business associated therewith, together with all trademark rights and rights of protection to the
same, vested, in which event such rights, title and interest shall immediately vest, in the
Collateral Agent for the benefit of the Secured Creditors, in which case the Collateral Agent shall
be entitled to exercise the power of attorney referred to in Section 4.1 to execute, cause to be
acknowledged and notarized and record said absolute assignment with the applicable agency; (ii)
take and use or sell the Trademarks and the Goodwill of each Pledgors business symbolized by the
Trademarks and the right to carry on the business and use the assets of each Pledgor in connection
with which the Trademarks have been used; and (iii) direct each Pledgor to refrain, in which event
such Pledgor shall refrain, from using the Trademarks in any manner whatsoever, directly or
indirectly, and, if requested by the Collateral Agent, change such Pledgors corporate name to
eliminate therefrom any use of any Trademark and execute such other and further documents necessary
to further confirm this and to transfer ownership of the Trademarks and registrations and any
pending trademark application in
the United States Patent and Trademark Office or any equivalent government agency or office in
any foreign jurisdiction to the Collateral Agent. ARTICLE SEVENTEEN SPECIAL PROVISIONS CONCERNING
PATENTS AND COPYRIGHTS SECTION 17.01. Additional Representations and Warranties. Each Pledgor represents and
warrants that to the best of its knowledge, as of the date hereof, it is the true and lawful
exclusive owner of all rights in its Patents listed in Schedule 14(a) to the Perfection Certificate
and in the Copyrights listed in Schedule 14(b) to the Perfection Certificate hereto, that said
Patents include all the United States patents and applications for United States patents that such
Pledgor now owns and that said Copyrights constitute all the United States Copyrights registered
with the United States Copyright Office and applications for United States copyrights that the
Pledgor now owns. Each Pledgor represents and warrants that to the best of its knowledge, as of
the date hereof, it owns or is licensed to practice under all Patents and Copyrights that it now
uses or practices under. Such Pledgor further warrants that it is aware of no third party claim
that any aspect of such Pledgors present or contemplated business operations infringes or will
infringe any Patent or any Copyright. Each Pledgor hereby grants to the Collateral Agent an
absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of
Default and delivery of notice thereof to the Company in accordance with Article Six of the
Indenture to the extent such notice is required pursuant to Article Six of the Indenture, and
delivery of notice of its intention to exercise any or all of its rights under this Section 5.1,
any document which may be required by the United States Patent and Trademark Office or the United
States Copyright Office in order to effect an absolute assignment of all right, title and interest
in each Patent and Copyright, and record the same. SECTION 17.02. Licenses and Assignments. Other than the license agreements listed on
Schedules 14(a) and 14(b) to the Perfection Certificate, nonexclusive license agreements and any
extensions or renewals thereof, each Pledgor hereby agrees not to divest itself of any right under
any Significant Patent or Significant Copyright. H-17




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SECTION 17.03. Infringements. Each Pledgor agrees, promptly upon learning thereof, to
furnish the Collateral Agent in writing with all pertinent information available to such Pledgor
with respect to any infringement or other violation of such Pledgors rights in any Significant
Patent or Significant Copyright, or with respect to any claim that practice of any Significant
Patent or Significant Copyright violates any property right of that party, in each case to the
extent that such Pledgor reasonably believes that such infringement or violation is material to its
business. Each Pledgor further agrees, consistent with good business practice to use its
comercially reasonable efforts to prosecute any Person infringing any Significant Patent or
Significant Copyright to the extent that
such Pledgor reasonably believes that such infringement is material to its business, which
consent shall not be unreasonably withheld. SECTION 17.04. Maintenance of Patents. At its own expense, each Pledgor shall make
timely payment of all post-issuance fees required pursuant to 15 U.S.C. § 41 to maintain in force
rights under each Significant Patent. SECTION 17.05. Prosecution of Patent Application. At its own expense, each Pledgor
shall diligently prosecute all applications for Significant Patents listed in Schedule 14(a) to the
Perfection Certificate and shall not abandon any such application prior to exhaustion of all
reasonable administrative and judicial remedies. SECTION 17.06. Other Patents and Copyrights. Within 30 days of acquisition of any
Patent or Copyright, or of filing of an application for any Patent or Copyright, each Pledgor shall
deliver to the Collateral Agent a copy of such Patent or Copyright or such application, as the case
may be, with a grant of security as to such Patent or Copyright, as the case may be, confirming the
grant thereof hereunder, the form of such confirmatory grant to be substantially the same as the
form hereof. SECTION 17.07. Remedies. If an Event of Default shall occur and be continuing and
Collateral Agent has delivered notice thereof to the Company in accordance with Article Six of the
Indenture to the extent such notice is required pursuant to Article Six of the Indenture, the
Collateral Agent may by written notice to the Company, take any or all of the following actions:
(i) declare the entire right, title, and interest of each Pledgor in each of its Patents and
Copyrights vested, in which event such right, title, and interest shall immediately vest in the
Collateral Agent for the benefit of the Secured Creditors, in which case the Collateral Agent shall
be entitled to exercise the power of attorney referred to in Section 5.1 to execute, cause to be
acknowledged and notarized and record said absolute assignment with the applicable agency; (ii)
take and practice or sell the Patents and Copyrights; and (iii) direct each Pledgor to refrain, in
which event such Pledgor shall refrain, from practicing the Patents and Copyrights directly or
indirectly, and such Pledgor shall execute such other and further documents as necessary to confirm
this and to transfer ownership of the Patents and Copyrights to the Collateral Agent for the
benefit of the Secured Creditors. H-18




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ARTICLE EIGHTEEN PROVISIONS CONCERNING ALL COLLATERAL SECTION 18.01. Protection of Collateral Agents Security. No Pledgor will do anything to impair in any material respect the rights of the Collateral
Agent in the Collateral. Each Pledgor will at all times keep its Inventory and Equipment insured
in favor of the Collateral Agent, at such Pledgors own expense to the extent and in the manner
provided in the Indenture. If such Pledgor shall fail to insure its Inventory and Equipment in
accordance with the preceding sentence, or if such Pledgor shall fail to so endorse and deposit all
policies with respect thereto, the Collateral Agent shall have the right (but shall be under no
obligation), upon prior notice to such Pledgor, to procure such insurance and such Pledgor agrees
to promptly reimburse the Collateral Agent for all reasonable costs and expenses of procuring such
insurance. The Collateral Agent shall, at the time such proceeds of such insurance are distributed
to the Secured Creditors, apply such proceeds in accordance with Section 7.4 or as otherwise
provided in the Indenture. Each Pledgor assumes all liability and responsibility in connection
with the Collateral acquired by it and the liability of such Pledgor to pay the Obligations shall
in no way be affected or diminished by reason of the fact that such Collateral may be lost,
destroyed, stolen, damaged or for any reason whatsoever unavailable to such Pledgor unless such
loss or damage is finally judicially determined to have been incurred by reason of the gross
negligence or willful misconduct of any Secured Creditor or any agent of any Secured Creditor or
the failure of a Secured Creditor, in exercising its remedies hereunder, to act in a commercially
reasonable manner. SECTION 18.02. Warehouse Receipts Non-negotiable. Each Pledgor agrees that if any
warehouse receipt or receipt in the nature of a warehouse receipt is issued with respect to any of
its Inventory, such warehouse receipt or receipt in the nature thereof shall not be negotiable
(as such term is used in Section 7-104 of the Uniform Commercial Code as in effect in any relevant
jurisdiction or under other relevant law). SECTION 18.03. Further Actions. Each Pledgor will, at its own expense, make, execute,
endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such lists,
descriptions and designations of its Collateral, warehouse receipts, receipts in the nature of
warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of
attorney, certificates, reports and other assurances or instruments and take such further steps
relating to the Collateral and other property or rights covered by the security interest hereby
granted, which is necessary or which the Collateral Agent may reasonably deem necessary or
advisable to perfect, preserve or protect its security interest in the Collateral in accordance
with the terms hereof. SECTION 18.04. Financing Statements. Each Pledgor agrees to execute and deliver to
the Collateral Agent such financing statements, in form reasonably acceptable to the Collateral
Agent, as the Collateral Agent may from time to time reasonably request or as are necessary to
establish and maintain a valid, enforceable, first priority perfected security interest (subject to
Permitted Liens) in the Collateral as provided herein and the other rights and security
contemplated hereby all in accordance with the Uniform Commercial Code as enacted in any and H-19




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all
applicable jurisdictions or any other ap
plicable law. Each Pledgor will pay any applicable filing fees, recordation taxes and related
expenses. Each Pledgor authorizes the Collateral Agent to file any such financing statements
without the signature of such Pledgor where permitted by law including, without limitation, the
filing of financing statements describing the Collateral as all assets in which the Debtor now
owns or hereafter acquires rights. ARTICLE NINETEEN REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT SECTION 19.01. Remedies; Obtaining the Collateral Upon Default. Each Pledgor agrees
that, if any Event of Default shall have occurred and be continuing and the Collateral Agent shall
have delivered to the Company notice thereof in accordance with Article Six of the Indenture to the
extent such notice is required pursuant to Article Six of the Indenture, and delivery of notice of
its intention to exercise any or all of its rights under this Section 7.1, then and in every such
case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent,
in addition to any rights now or hereafter existing under applicable law, shall have all rights as
a secured creditor under the Uniform Commercial Code in all applicable jurisdictions and may, but
without any obligation, also (subject to laws and regulations governing the national security of
the United States): (a) personally, or by agents or attorneys, immediately retake possession of the Collateral or
any part thereof, from such Pledgor or any other Person who then has possession of any part thereof
with or without notice or process of law, and for that purpose may enter upon such Pledgors
premises where any of the Collateral is located and remove the same and use in connection with such
removal any and all services, supplies, aids and other facilities of such Pledgor; possession of
machinery shall, however, be subject to the terms of the Location Leases; and (b) instruct the obligor or obligors on any agreement, instrument or other obligation
(including, without limitation, the Accounts and the Contracts) constituting the Collateral to make
any payment required by the terms of such agreement, instrument or other obligation directly to the
Collateral Agent and may exercise any and all remedies of such Pledgor in respect of such
Collateral; and (c) withdraw all monies, securities and instruments in the Cash Collateral Account for
application to the Obligations in accordance with Section 7.4; and (d) sell, assign or otherwise liquidate, or direct such Pledgor to sell, assign or otherwise
liquidate, any or all of its Collateral or any part thereof, and take possession of the proceeds of
any such sale or liquidation; and (e) take possession of the Collateral or any part thereof, by directing such Pledgor in
writing to deliver the same to the Collateral Agent at any commercially reasonable
place or places designated by the Collateral Agent, in which event such Pledgor shall at its
own expense: H-20




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(i) forthwith cause the Collateral pledged by it to be moved to the place or
places so designated by the Collateral Agent and there delivered to the Collateral
Agent, and (ii) store and keep any Collateral so delivered to the Collateral Agent at such
place or places pending further action by the Collateral Agent as provided in
Section 7.2, and (iii) while the Collateral shall be so stored and kept, provide such guards and
maintenance services as shall be necessary to protect the same and to preserve and
maintain them in good condition; and (f) license or sublicense (to the extent not in violation of the license), whether on an
exclusive or nonexclusive basis, any Trademarks, Patents or Copyrights included in the Collateral; it being understood that such Pledgors obligation so to deliver the Collateral is of the essence
of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction,
the Collateral Agent shall be entitled to a decree requiring specific performance by such Pledgor
of said obligation. SECTION 19.02. Remedies; Disposition of the Collateral. Any Collateral repossessed by
the Collateral Agent under or pursuant to Section 7.1 and any other Collateral whether or not so
repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under
one or more contracts or as an entirety, and without the necessity of gathering at the place of
sale the property to be sold, and in general in such manner, at such time or times, at such place
or places and on such terms as the Collateral Agent may, in compliance with any mandatory
requirements of applicable law, determine. Any of the Collateral may be sold, leased or otherwise
disposed of, in the condition in which the same existed when taken by the Collateral Agent or after
any commercially reasonable overhaul or repair made by or at the direction of the Collateral Agent.
To the extent permitted by any requirement of law, the Collateral Agent and the Secured Creditors
or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any
or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of the Collateral sold,
assigned or licensed at such sale, to use and apply any of the Obligations owed to such Person as a
credit on account of the purchase price of any Collateral payable by such Person at such sale.
Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold,
assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each
Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay
and/or appraisal which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any
sale of Collateral regardless of notice of
sale having been given. The Collateral Agent may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to
the fullest extent permitted by law, any claims against the Collateral Agent arising by reason of
the H-21




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fact that the price at which any Collateral may have been sold, assigned or licensed at such a
private sale was less than the price which might have been obtained at a public sale, even if the
Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to
more than one offeree. Each Pledgor acknowledges and agrees that, to the extent notice of sale
shall be required by law, ten days notice to such Pledgor of the time and place of any public sale
or of the time after which any private sale or other intended disposition is to take place shall be
commercially reasonable notification of such matters. No notification need be given to any Pledgor
if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying
any right to notification of sale or other intended disposition. Each Pledgor agrees to do or
cause to be done all such other acts and things as may be reasonably necessary to make such sale or
sales of all or any portion of the Collateral valid and binding and in compliance with any and all
applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts,
arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any
such sale or sales, all at such Pledgors reasonable expense. SECTION 19.03. Waiver of Claims. Except as otherwise provided in this Agreement, EACH
PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN
CONNECTION WITH THE COLLATERAL AGENTS TAKING POSSESSION OR THE COLLATERAL AGENTS DISPOSITION OF
ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY
PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH SUCH PLEDGOR WOULD OTHERWISE HAVE UNDER THE
CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE,and each Pledgor hereby further
waives, to the extent permitted by law: (a) all damages occasioned by such taking of possession except any damages which are the
direct result of the Collateral Agents gross negligence or willful misconduct or failure to act,
in exercising its remedies hereunder, in a commercially reasonable manner; (b) all other requirements as to the time, place and terms of sale or other requirements with
respect to the enforcement of the Collateral Agents rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or
hereafter in force under any applicable law in order to prevent or delay the enforcement of this
Agreement or the absolute sale of the Collateral or any portion thereof, and each Pledgor, for
itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby
waives the benefit of all such laws unless such action or threatened action is not commercially
reasonable. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral
shall operate to divest all right, title, interest, claim and demand, either at law or in equity,
of each Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against
such Pledgor and against any and all Persons claiming or attempting to claim the Collateral so
sold, optioned or realized upon, or any part thereof, from, through and under such Pledgor other
than any Collateral remaining after the occurrence of the Termination Date. H-22




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SECTION 19.04. Application of Proceeds. (a) All moneys collected by the
Collateral Agent (or, to the extent any Pledge Agreement or any other Collateral Agreement to which
any Pledgor is a party requires proceeds of Collateral under such agreement to be applied in
accordance with the provisions of this Agreement, the pledgee or secured creditor under such other
agreement) upon any sale or other disposition of the Collateral, together with all other moneys
received by the Collateral Agent hereunder, shall be applied in the order set forth in Section 6.10
of the Indenture. Any balance of such Proceeds remaining after the occurrence of the Termination
Date, shall be paid over to the applicable Pledgor or to whomsoever may be lawfully entitled to
receive the same. (b) It is understood and agreed that each Pledgor shall remain liable to the extent of any
deficiency between the amount of the proceeds of the Collateral hereunder and the aggregate amount
of the Obligations, except to the extent that such proceeds are not applied by the Collateral Agent
in accordance with this Agreement and the Indenture. SECTION 19.05. Remedies Cumulative. Each and every right, power and remedy hereby
specifically given to the Collateral Agent shall be in addition to every other right, power and
remedy specifically given under this Agreement, the Senior Secured Notes or the Indenture or now or
hereafter existing at law or in equity, or by statute and each and every right, power and remedy
whether specifically herein given or otherwise existing may be exercised from time to time or
simultaneously and as often and in such order as may be deemed expedient by the Collateral Agent.
All such rights, powers and remedies shall be cumulative and the exercise or the beginning of
exercise of one shall not be deemed a waiver of the right to exercise of any other or others. No
delay or omission of the Collateral Agent in the exercise of any such right, power or remedy,
renewal or extension of any of the Obligations and no course of dealing between any Pledgor and the
Collateral Agent or any holder of any of the Obligations shall impair any such right, power or
remedy or shall be construed to be a waiver of any Default or Event of Default or an acquiescence
therein. 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 to any other or further action in any circumstances without notice
or demand. In the event that the Collateral Agent shall bring any suit to enforce any of its
rights hereunder and shall be entitled to judgment, then in such suit the Collateral Agent may
recover expenses, including reasonable attorneys fees, and the amounts thereof shall be included
in such judgment. SECTION 19.06. Discontinuance of Proceedings. In case the Collateral Agent shall have instituted any proceeding to enforce any right,
power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been determined adversely to
the Collateral Agent, then and in every such case each Pledgor, the Collateral Agent and each
holder of any of the Obligations shall be restored to their former positions and rights hereunder
with respect to the Collateral subject to the security interest created under this Agreement, and
all rights, remedies and powers of the Collateral Agent shall continue as if no such proceeding had
been instituted. SECTION 19.07. Additional Remedies With Respect to Collateral Located in Louisiana.
Upon the occurrence and during the continuance of any Event of Default and H-23




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provided that the
Collateral Agent shall have delivered to the Company notice thereof in accordance with Article Six
of the Indenture to the extent such notice is required pursuant to Article Six of the Indenture,
and delivery of notice of its intention to exercise any or all of its rights under this Section
7.7, the Collateral Agent shall be entitled to exercise any one or more of the following remedies
(all of which are cumulative): (a) Default Remedies. In addition to the rights of the Collateral Agent with respect
to possessory collateral, the Collateral Agent shall have the right, in accordance with the
Indenture, to accelerate payment of all amounts that each Pledgor may then owe to the Secured
Creditors, which will then entitle the Collateral Agent to foreclose under this Agreement under
ordinary or executory process procedures, or under the seizure and disposition remedies set forth
in R.S. 6:965 et, seq. (where applicable), and to cause the Collateral to be immediately seized
wherever found, and sold with or without appraisal, in regular session of court or in vacation, in
accordance with applicable Louisiana law, without the necessity of further demanding payment from
such Pledgor, or of notifying such Pledgor, or placing such Pledgor in default. For purposes of
foreclosure under Louisiana executory process procedures, such Pledgor confesses judgment and
acknowledges to be indebted to the Secured Creditors up to the full amount of the Obligations, in
principal, interest, costs, expenses, attorneys fees and other fees and charges and all other
amounts secured by this Agreement. To the extent permitted under applicable Louisiana law, each
Pledgor additionally: (A) waives any benefit of appraisal as provided under Articles 2332, 2336,
2723 and 2724 of the Louisiana Code of Civil Procedure, and all other laws with regard to appraisal
upon judicial sale, recognizing that no appraisal shall be required prior to sale; (B) waives the
demand and three days delay as provided under Articles 2639 and 2721 of the Louisiana Code of
Civil Procedure; (C) waives the notice of seizure as provided under Articles 2293 and 2721 of the
Louisiana Code of Civil Procedure; (D) waives the three (3) days delay provided under Articles
2331 and 2722 of the Louisiana Code of Civil Procedure; and (E) waives all other benefits provided
under Articles 2331, 2722 and 2723 of the Louisiana Code of Civil Procedure and all other Articles
not specifically mentioned above. Each Pledgor further agrees that any declaration of fact made by
authentic act before a Notary Public by a person declaring that such facts are within his or her
knowledge shall constitute authentic evidence of such facts for purposes of foreclosure under
applicable Louisiana law, such Pledgor further agrees that the Collateral Agent may appoint a
keeper of the Collateral in the event of foreclosure. Should the Collateral for any reason be located in another state at or following any Event of
Default, each Pledgor agrees that the Collateral Agent may, in accordance with the terms hereof,
take possession of the Collateral in any manner then permitted under the laws of the state in which
the Collateral is then located or under the laws of Louisiana as then applicable, including R.S.
6:965 et seq. Should the Collateral Agent for any reason have or acquire possession of the
Collateral at or following default, the Collateral Agent may sell the Collateral at public or
private sale as authorized by Louisiana law or the applicable provisions of the Uniform Commercial
Code or similar laws in effect in the state where the Collateral is then located. If the
Collateral Agent is required by law to give any Pledgor notice of the public or private sale of the
Collateral, each Pledgor agrees that the requirements of reasonable notice shall be met if the
Collateral Agent mails such notice to such Pledgor at the Companys address as shown in this
Agreement at least ten (10) days before the time of any public sale or, if disposition is by
private H-24




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sale, at least ten (10) days before the time after which private sale may occur. If public
sale is held, there will be sufficient compliance with all requirements of notice to the public by
a single publication in a newspaper in general circulation in the parish or county where the
Collateral is then located. This notice should include the time and place of sale, and a brief
description of the property to be sold. (b) Proceeds; Surplus; Deficiencies. The Collateral Agent shall apply any proceeds
derived or to be derived from the sale, collection or other disposition of the Collateral in the
manner provided in Section 7.4 hereof. The Pledgors shall be entitled to any surplus if one
results after application of the proceeds and the Pledgors shall remain liable for any deficiency. ARTICLE TWENTY INDEMNITY SECTION 20.01. Indemnity. (a) Each Pledgor, jointly and severally, agrees to
indemnify, reimburse and hold the Collateral Agent, each Secured Creditor and their respective
successors, assigns, employees, agents and servants (hereinafter in this Section 8.1 referred to
individually as an Indemnitee and collectively as Indemnitees) harmless from
any and all liabilities, obligations, damages, injuries, penalties, claims, demands, actions,
suits, judgments and any and all costs, expenses or disbursements (including reasonable attorneys
fees and expenses of counsel retained by the Collateral Agent) (for the purposes of this Section
8.1 the foregoing are collectively called expenses) of whatsoever kind and nature imposed
on, asserted against or incurred by any of the Indemnities arising out of this Agreement, the Notes
or the Indenture or any other document executed in connection herewith and therewith or in any
other way connected with the administration of the transactions contemplated hereby and thereby or
the enforcement of any of the terms of, or the preservation of any rights under any thereof, or in
any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery,
control, acceptance, lease, financing, possession, operation, condition, sale, return or other
disposition, or use of the Collateral (including, without limitation, latent or other defects,
whether or not discoverable), any contract claim or, to the maximum extent permitted under
applicable law, the violation of the laws of any country, state or other governmental body or unit,
or any tort (including, without limitation,
claims arising or imposed under the doctrine of strict liability, or for or on account of
injury to or the death of any Person (including any Indemnitee), or property damage);
provided that no Indemnitee shall be indemnified pursuant to this Section 8.1(a) for
expenses to the extent finally judicially determined to have been incurred by reason of the gross
negligence or willful misconduct of such Indemnitee. Each Pledgor agrees that upon written notice
by any Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim,
demand, action, suit or judgment, such Pledgor shall assume full responsibility for the defense
thereof. In addition, the Collateral Agent may retain its own counsel, whose fees and expenses
shall be paid jointly and severally by the Pledgors. Each Indemnitee agrees to use its
commercially reasonable efforts to promptly notify the Company of any such assertion of which such
Indemnitee has knowledge. (b) Without limiting the application of Section 8.1(a), each Pledgor agrees to pay, or
reimburse the Collateral Agent for any and all reasonable fees, costs and expenses of H-25




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whatever kind
or nature incurred in connection with the creation, preservation or protection of the Collateral
Agents Liens on, and security interest in, the Collateral, including, without limitation, all fees
and taxes in connection with the recording or filing of instruments and documents in public
offices, payment or discharge of any taxes or Liens upon or in respect of the Collateral,
reasonable premiums for insurance with respect to the Collateral and all other reasonable fees,
costs and expenses in connection with protecting, maintaining or preserving the Collateral and the
Collateral Agents interest therein, whether through judicial proceedings or otherwise, or in
defending or prosecuting any actions, suits or proceedings arising out of or relating to the
Collateral as set forth herein and in the Indenture. (c) Without limiting the application of Section 8.1(a) or (b), each Pledgor agrees to pay,
indemnify and hold each Indemnitee harmless from and against any loss, costs, damages and expenses
which such Indemnitee may suffer, expend or incur in consequence of or growing out of any material
misrepresentation by such Pledgor in this Agreement or the Indenture, or in any writing
contemplated by or made or delivered pursuant to or in connection with this Agreement or the
Indenture as set forth herein and in the Indenture. (d) If and to the extent that the obligations of any Pledgor under this Section 8.1 are
unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under applicable law. SECTION 20.02. Indemnity Obligations Secured by Collateral; Survival. Any amounts
paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute
Obligations secured by the Collateral. The indemnification obligations of each Pledgor contained
in this Article VIII shall continue in full force and effect notwithstanding the occurrence of the
Termination Date. ARTICLE TWENTY-ONE DEFINITIONS (a) The following terms which are capitalized herein shall have the meanings given to them in
the Uniform Commercial Code. Such definitions shall be equally applicable to the singular and
plural forms of the terms defined. Account Chattel Paper Commercial Tort Claim Commodity Account Commodity Intermediary H-26




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Deposit Account Documents Electronic Chattel Paper Entitlement Holder Entitlement Order Equipment Financial Asset Fixtures General Intangibles Goods Inventory Investment Property Letter-of-Credit Right Letter of Credit Payment Intangible Securities Account Securities Intermediary Security Security Entitlement Supporting Obligations Tangible Chattel Paper (b) The following terms shall have the meanings herein specified. Such definitions shall be
equally applicable to the singular and plural forms of the terms defined. Agreement shall mean this Security Agreement as the same may be modified,
supplemented or amended from time to time in accordance with its terms. H-27




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Cash Collateral Account shall mean a non-interest bearing cash collateral account
maintained with the Collateral Agent for the benefit of the Secured Creditors. Coinmach Corp. shall have the meaning provided in the fourth paragraph of the
Agreement. Collateral shall have the meaning provided in Section 1.1(a) of this Agreement. Collateral Agent shall have the meaning provided in the first paragraph of this
Agreement. Company shall have the meaning provided in the first paragraph of this Agreement. Contract Rights shall mean all rights of each Pledgor (including, without
limitation, all rights to payment) under each Contract. Contracts shall mean all contracts between each Pledgor and one or more additional
parties (including, without limitation, (i) each partnership agreement to which such Pledgor is a
party and (ii) any Interest Swap Obligations), but excluding (x) licenses to the extent that the
terms thereof prohibit the assignment of, or granting of a security interest in, such licenses and
(y) location contracts which have not, with the Collateral Agents approval, been assigned to the
Collateral Agent but, in each of the cases described in clauses (x) and (y) of this definition,
excluding the right to receive any payment (including, without limitation, Accounts, General
Intangibles and Payment Intangibles) or any other rights referred to in Sections 9-406(f), 9-407(a)
or 9-408(a) of the Uniform Commercial Code (or any successor provisions of any jurisdiction or any
other applicable law); provided, however, that at such time as such license is no
longer subject to such prohibition, such license shall (without any act or delivery by any Person)
constitute a Contract hereunder. Control Agreement shall mean an agreement in form and substance reasonably
acceptable to the Collateral Agent sufficient to establish control (as defined in Section 8-106
of the Uniform Commercial Code with respect to Securities Accounts, as defined in Section 9-104 of
the Uniform Commercial Code with respect to Deposit Accounts, and as defined in Section 9-106 of
the Uniform Commercial Code with respect to Commodity Accounts) over any applicable Investment
Property (including, without limitation, any Securities Account or Commodity Account) or Deposit
Account. Copyrights shall mean, collectively, with respect to each Pledgor, all copyrights
(whether statutory or common law and whether established or registered in the United States or any
other country) now owned or hereafter created or acquired by or assigned to such Pledgor, whether
published or unpublished, and all copyright registrations and applications made by such Pledgor
including, without limitation, the copyrights, registrations and applications listed in Schedule
14(b) to the Perfection Certificate, together with any and all (i) rights and privileges arising
under applicable law with respect to such Pledgors use of any copyrights, (ii) reissues, renewals,
continuations and extensions thereof, (iii) income, fees, royalties, damages, claims and H-28




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payments
now or hereafter due and/or payable with respect thereto, including, without limitation, damages
and payments for past, present or future infringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present or future infringements thereof. Credit Agreement Collateral Agent shall have the meaning provided in the fourth
paragraph of this Agreement. Depository Bank shall have the meaning provided to the term bank in Article 9 of
the Uniform Commercial Code. Existing Deposit Accounts shall have the meaning provided in Section 3.7 of this
Agreement. Goodwill shall mean, collectively, with respect to each Pledgor, the goodwill
connected with such Pledgors business including, without limitation, (i) all goodwill connected
with the use of and symbolized by any of the Intellectual Property in which such Pledgor has any
interest and (ii) all know-how, trade secrets, customer and supplier lists, proprietary
information, inventions, methods, procedures, formulae, descriptions, compositions, technical data,
drawings, specifications, name plates, catalogs, confidential information and the right to limit
the use or disclosure thereof by any person or entity, pricing and cost information, business and
marketing plans and proposals, consulting agreements, engineering contracts and such other assets
which relate to such goodwill. Holders shall have the meaning provided in the first paragraph of this Agreement. Indemnitee shall have the meaning provided in Section 8.1(a) of this Agreement. Indenture shall have the meaning provided in the first paragraph of this Agreement. Instrument shall have the meaning provided to such term in Article 9 of the Uniform
Commercial Code as in effect on the date hereof in the State of New York but shall not include any
Location Leases. Insurance Policies shall mean, collectively, with respect to each Pledgor, all
insurance policies held by such Pledgor or naming such Pledgor as insured, additional insured or
loss payee, all such insurance policies entered into after the date hereof, other than insurance
policies (or certificates of insurance evidencing such insurance policies) relating to health and
welfare insurance and life insurance policies in which such Pledgor is not named as beneficiary
(i.e., insurance policies that are not Key Man insurance policies) and all rights, claims and
recoveries relating thereto (including, without limitation, all dividends, returned premiums and
other rights to receive money in respect of any of the foregoing). H-29




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Intellectual Property shall mean, collectively, the Patents, Trademarks, Copyrights,
Licenses and Goodwill. Intercreditor Agreement shall have the meaning provided in the sixth paragraph of
the Agreement. Laundry Corp. shall have the meaning provided in the first paragraph of this
Agreement. Licenses shall mean, collectively, with respect to each Pledgor, all license and
distribution agreements and covenants not to sue with any other party with respect to any Patent,
Trademark, or Copyright or any other patent, trademark or copyright, whether such Pledgor is a
licensor or licensee, distributor or distributee under any such license or distribution agreement,
including, without limitation, the license and distribution agreements listed in Schedules 14(a)
and 14(b) to the Perfection Certificate, together with any and all (i) renewals, extensions,
supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments
now and hereafter due and/or payable thereunder and with respect thereto including, without
limitation, damages and payments for past, present or future infringements or violations thereof,
(iii) rights to sue for past, present and future infringements or violations thereof and (iv) any
other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any
other patents, trademarks or copyrights. Location Leases shall mean leases, licenses or other agreements pursuant to which
any Pledgor leases, licenses or otherwise obtains the right to use any real property at which
Collateral constituting personal property is located. Obligations shall mean the collective reference to the unpaid principal of and
interest on the Senior Secured Notes and all other obligations and liabilities of any Pledgor
(including, without limitation, any increase in the aggregate principal amount of the Senior
Secured Notes, together with any interest accruing at the then applicable rate provided in the
Indenture or
the Senior Secured Notes after the maturity of the Notes and interest accruing at the then
applicable rate provided in the Indenture after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether
or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the
Collateral Agent or any Secured Creditor, whether direct or indirect, absolute or contingent, due
or to become due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, the Indenture, the Senior Secured Notes, the Guarantees, this Agreement, or any
other document made, delivered or given in connection with any of the foregoing, in each case
whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all fees and disbursements of counsel that
are required to be paid by such Pledgor pursuant to the terms of any of the foregoing agreements). Patents shall mean, collectively, with respect to each Pledgor, all patents issued
or assigned to and all patent applications and registrations made by such Pledgor (whether
established or registered or recorded in the United States or any other country), including,
without H-30




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limitation, the patents, patent applications, registrations and recordings listed in
Schedule 14(a) to the Perfection Certificate, together with any and all (i) rights and privileges
arising under applicable law with respect to such Pledgors use of any patents, (ii) inventions and
improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals,
extensions and continuations-in-part thereof, (iv) income, fees, royalties, damages, claims and
payments now or hereafter due and/or payable thereunder and with respect thereto including, without
limitation, damages and payments for past, present or future infringements thereof, (v) rights
corresponding thereto throughout the world, and (vi) rights to sue for past, present or future
infringements thereof. Perfection Certificate shall mean that certain Perfection Certificate dated the
Closing Date, delivered by the Company and Laundry Corp. in favor of the Collateral Agent (for the
benefit of the Secured Creditors). Permitted Filings shall have the meaning provided in Section 2.1 of this Agreement. Pledgors shall have the meaning provided in the first paragraph of this Agreement. Proceeds shall have the meaning provided to such term in the Uniform Commercial Code
as in effect in the State of New York on the date hereof or under other relevant law and, in any
event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity,
warranty or guaranty payable to the Collateral Agent or any Pledgor from time to time with respect
to any of the Collateral, (ii) any and all 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 Governmental Authority) (iii) instruments
representing obligations to pay amounts in respect of any Collateral, (iv) products of the
Collateral and (v) any and all other amounts from time to time paid or payable under or in
connection with any of the Collateral. Secured Creditors shall mean the Collateral Agent, the Trustee and the Holders. Senior Secured Notes shall have the meaning provided in the first paragraph of this
Agreement. Significant Copyrights shall mean those Copyrights which each Pledgor believes in
its reasonable judgment to be material to its business. Significant Patents shall mean those Patents which each Pledgor believes in its
reasonable judgment to be material to its business. Significant Trademarks shall mean those Trademarks which each Pledgor believes in
its reasonable judgment to be material to its business. H-31




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Specified Commercial Tort Claims shall mean each Commercial Tort Claim with respect
to which the applicable Pledgor has complied with the provisions of Section 3.8(e). Termination Date means the earliest to occur of the date on which (a) all
Obligations have been paid in full in cash; (b) the Company exercises its legal defeasance option
or covenant defeasance option described in Section 8.01 of the Indenture; (c) the satisfaction and
discharge of the Indenture occurs in accordance with Section 8.02 thereof and (d) the Merger Event
occurs. Trademarks shall mean, collectively, with respect to each Pledgor, all trademarks
(including service marks), slogans, logos, designs, certification marks, trade dress, uniform
resource locations (URLs), domain names, corporate names and trade names, whether registered or
unregistered, owned by or assigned to such Pledgor and all registrations and applications for the
foregoing (whether statutory or common law and whether established or registered in the United
States or any other country) including, without limitation, the registrations and applications
listed in Schedule 14(a) to the Perfection Certificate, together with any and all (i) rights and
privileges arising under applicable law with respect to such Pledgors use of any trademarks, (ii)
reissues, continuations, extensions and renewals thereof, (iii) income, fees, royalties, damages
and payments now and hereafter due and/or payable thereunder and with respect thereto, including,
without limitation, damages, claims and payments for past, present or future infringements thereof,
(iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and
future infringements thereof. Uniform Commercial Code shall mean the Uniform Commercial Code as in effect on the
date hereof in the State of New York; provided, however, that if by reason of
mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the
security interest in any item or portion of the Pledged Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, Uniform
Commercial Code shall also mean the Uniform Commercial Code as in effect in such other
jurisdiction for
purposes of the provisions hereof relating to such perfection or effect of perfection or
non-perfection. ARTICLE TWENTY-TWO MISCELLANEOUS SECTION 22.01. Notices. All such 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, telecopied, or cabled or sent by overnight courier,
be effective when delivered to the telegraph company, cable company or as overnight courier, as the
case may be, or sent by overnight, 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,
requests, demands or other communications shall be in writing and addressed as follows: H-32




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(a)
    if to any Pledgor, at:Coinmach Service Corp.
303 Sunnyside Boulevard, Suite 70
Plainview, New York 11803
Attention: Robert M. Doylewith 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, Esq.(b)
    if to the Collateral Agent:The Bank of New York
101 Barclay Street
Floor 8W
New York, New York 10286
Attention: Corporate Trust Administration SECTION 22.02. Waiver; Amendment. None of the terms and conditions of this Agreement
may be changed, waived, modified or varied any manner whatsoever except in accordance with Article
Nine of the Indenture. SECTION 22.03. Obligations Absolute. The obligations of each Pledgor hereunder shall
remain in full force and effect without regard to, and shall not be impaired by, (a) any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the
like of such Pledgor; (b) any exercise or non-exercise, or any waiver of, any right, remedy, power
or privilege under or in respect of this Agreement or the Indenture except as specifically set
forth in a waiver granted pursuant to Section 10.2 hereof; or (c) any amendment to or modification
of the Senior Secured Notes or the Indenture or any security for any of the Obligations; whether or
not such Pledgor shall have notice or knowledge of any of the foregoing. SECTION 22.04. Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to the benefit of the
Collateral Agent, each Secured Creditor and each Pledgor and their respective successors and
assigns, provided that no Pledgor may transfer or assign any or all of its rights or obligations H-33




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hereunder without the written consent of the Collateral Agent or otherwise in compliance with the
Indenture. All agreements, statements, representations and warranties made by each Pledgor herein
or in any certificate or other instrument delivered by such Pledgor or on its behalf under this
Agreement shall be considered to have been relied upon by the Secured Creditors and shall survive
the execution and delivery of this Agreement, the Senior Secured Notes and the Indenture regardless
of any investigation made by the Secured Creditors or on their behalf. SECTION 22.05. Headings Descriptive. The headings of the several sections of this
Agreement are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement. SECTION 22.06. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. SECTION 22.07. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. SECTION 22.08. Pledgors Duties. It is expressly agreed, anything herein contained to
the contrary notwithstanding, that each Pledgor shall remain liable to perform all of the
obligations, if any, assumed by it with respect to the Collateral and the Collateral Agent shall
not have any obligations or liabilities with respect to any Collateral by reason of or arising out
of this Agreement, nor shall the Collateral Agent be required or obligated in any manner to perform
or fulfill any of the obligations of such Pledgor under or with respect to any Collateral except to
the extent directly resulting from the Collateral Agents gross negligence or willful misconduct or
failure to act, in exercising its remedies hereunder, in a commercially reasonable manner. SECTION 22.09. 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, promptly execute and deliver to the applicable Pledgor as
promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform
Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and
termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor
(without recourse and without any representation or warranty) such of the Collateral of such
Pledgor 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 Agreement, together with
any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents
hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not
prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the
proceeds of such sale or sales or from such release are applied in accordance with, and to H-34




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the
extent required by, the Indenture, to the extent required to be so applied, such Collateral will be
sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent,
at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to
such 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 and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to
acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b),
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 Section 10.9(a) or
(b). (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any
release of Collateral by it in accordance with this Section 10.9. SECTION 22.10. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together constitute one and the
same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the
Company and the Collateral Agent. SECTION 22.11. 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 H-35




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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 22.12. Intercreditor Agreement(a) . (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. (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. H-36




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
by their duly authorized officers as of the date first above written. COINMACH SERVICE CORP,as the Company and a PledgorBy:Name.TitleCOINMACH LAUNDRY CORPORATION,as Guarantor and PledgorBy:Name.TitleTHE BANK OF NEW YORK,as Collateral AgentBy:Name.Title
 H-37




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EXHIBIT I FORM OF PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this
Agreement), dated as of ___, 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 I-1




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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 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: THREE-ARTICLE TWENTY 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. FOUR-ARTICLE TWENTY DEFINITION OF STOCK, INTERESTS, NOTES, SECURITIES, ETC.; REPRESENTATIONS
AND WARRANTIES. AS USED HEREIN, (1) 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% I-2




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of the total combined voting power of all classes of capital stock of any Foreign
Corporation entitled to vote, (2) 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
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 (3) 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 I-3




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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 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. FIVE-ARTICLE TWENTY PLEDGE OF SECURITIES, ETC. SECTION 25.01. 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 25.02. 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 I-4




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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 all classes of capital stock or other interests of any Foreign Corporation or Foreign
Non-Corporate Entity entitled to vote. SECTION 25.03. 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 25.04. 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: (1) all Stock at any time pledged or required to be pledged hereunder (hereinafter
called the Pledged Stock); (2) all Interests at any time pledged or required to be pledged hereunder (hereinafter
called the Pledged Interests); (3) 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); (4) 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); (5) 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 I-5




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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 (6) 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. SIX-ARTICLE TWENTY 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. SEVEN-ARTICLE TWENTY 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 I-6




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COMPANY PROHIBITING THE EXERCISE BY ANY PLEDGOR OF ANY SUCH RIGHT, AND SECTION 7 HEREOF SHALL
BECOME APPLICABLE. EIGHT-ARTICLE TWENTY 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; (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). NINE-ARTICLE TWENTY 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: I-7




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(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)) (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. ARTICLE THIRTY 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 I-8




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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. ARTICLE THIRTY-ONE 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. ARTICLE THIRTY-TWO 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 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. ARTICLE THIRTY-THREE 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 I-9




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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. ARTICLE THIRTY-FOUR FURTHER ASSURANCES; POWER-OF-ATTORNEY. 2. 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. 1. 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. FIVE-ARTICLE THIRTY 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 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. I-10




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SIX-ARTICLE THIRTY 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). SEVEN-ARTICLE THIRTY REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. 3. 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 I-11




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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
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. 2. 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. I-12




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(a) Intercompany Note and Intercompany Note Guaranty. No Pledgor shall: (1) sell, convey, transfer or assign (or otherwise engage in any other transfer for
value of) the Intercompany Note or any of its interest therein; (2) 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.; (3) compromise, reduce, forgive or release or extend the time for payment of any
obligation of Coinmach Corp. under the Intercompany Note; or (4) 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. EIGHT-ARTICLE THIRTY PLEDGORS OBLIGATIONS ABSOLUTE, ETC. THE OBLIGATIONS OF EACH PLEDGOR
UNDER THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL REMAIN 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. NINE-ARTICLE THIRTY 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 I-13




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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. ARTICLE FORTY TERMINATION; RELEASE. 4. 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 AGREEMENT, TOGETHER
WITH ANY PROCEEDS OF COLLATERAL AT THE TIME HELD BY THE COLLATERAL AGENT OR ANY OF ITS SUB-AGENTS
HEREUNDER. 3. 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 I-14




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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. 4. 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. 5. 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). 6. 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. ARTICLE FORTY-ONE 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 I-15




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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 10286
Attention: 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. TWO-ARTICLE FORTY 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. THREE-ARTICLE FORTY 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. FOUR-ARTICLE FORTY RECOURSE. THIS AGREEMENT IS MADE WITH FULL RECOURSE TO EACH PLEDGOR AND
PURSUANT TO AND UPON ALL THE I-16




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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. FIVE-ARTICLE FORTY THE COLLATERAL AGENT. 5. 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. 7. 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. 8. 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. 9. 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. SIX-ARTICLE FORTY 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. I-17




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(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. (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] I-18




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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:Name:Title:COINMACH LAUNDRY CORPORATION,as Guarantor and PledgorBy:Name:Title:THE BANK OF NEW YORK, as Collateral AgentBy:Name:Title:
 I-19




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SCHEDULE A PLEDGOR: COINMACH SERVICE CORP. Part I. Pledged Stock Percentage ofClass ofName of
    
    
    
    Number
    
    
    
    
    Capital StockIssuing Corporation
    
    Type of Shares
    
    of Shares
    
    
    Certificate No(s).
    
    of Issuer
 Part II. Pledged Interests Percentage of allOutstandingName of Issuing
    
    
    
    
    
    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
    
    Date
 I-20




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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 Issuer
 Part II. Pledged Interests Percentage of allOutstandingName of Issuing
    
    
    
    Certificate
    
    InterestsNon-Corporate Entity
    
    Type of Interest
    
    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. I-21




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SCHEDULE B OrganizationalPledgors
    
    Type of
    
    Jurisdiction of
    
    Identification
    
    Chief Executive
    
    Principal PlaceExact Name
    
    Organization
    
    Organization
    
    Number
    
    Office
    
    of Business
 I-22




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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 allOutstandingName of Issuing
    
    
    
    
    
    InterestsNon-Corporate Entity
    
    Type of Interest
    
    Certificate No(s).
    
    of Issuer
 Part III. Pledged Notes I-23




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Name of
    
    Principal
    
    Date of
    
    
    
    MaturityIssuer
    
    Amount
    
    Issuance
    
    Interest Rate
    
    Date
 I-24




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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: I-25




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EXHIBIT J FORM OF INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT is dated as of ___, and entered into by and among
COINMACH LAUNDRY CORPORATION, a Delaware corporation (the Guarantor), DEUTSCHE BANK TRUST COMPANY
AMERICAS, in its capacity as the collateral agent for the First Lien Creditors (including its
successors and assigns from time to time, the First Lien Collateral Agent) and THE BANK OF NEW
YORK, in its capacity as collateral agent for the Noteholders (including its successors and assigns
from time to time, the Second Lien Collateral Agent). Capitalized terms used herein shall have
the meanings set forth in Section 1 below; providedthat capitalized terms defined in the Credit
Agreement used (but not otherwise defined) herein shall have the meanings ascribed to them in the
Credit Agreement as in effect on the date hereof. W I T N E S S E T H: WHEREAS, Borrower, the Guarantor, the subsidiary guarantors from time to time party thereto,
the various financial institutions from time to time party thereto, the First Lien Collateral
Agent, 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, are parties to the Credit Agreement, dated as of January
25, 2002 (as further amended, supplemented, amended and restated or otherwise modified from time to
time (including pursuant to the Limited Waiver and Amendment No. 1 and Agreement dated as of
November 15, 2004 (the First Amendment)) the Credit Agreement); WHEREAS, CSC, the Guarantor, the other guarantors from time to time party thereto and the
Second Lien Collateral Agent, as collateral agent and trustee, entered into an Indenture, dated as
of November 24, 2004 (as amended, supplemented, amended and restated or otherwise modified from
time to time, the Indenture), governing the rights and duties of CSC under its 11% Senior Secured
Notes due 2024 in an aggregate principal amount on the date thereof of $132,556,665 (together with
any such notes subsequently issued not in violation of the Indenture, the Senior Secured Notes); WHEREAS, the obligations of Borrower under the Credit Agreement and any Interest Rate
Protection Agreements or Other Hedging Agreements entered into with a counterparty who was a
Secured Party (or affiliate thereof) at the time such Interest Rate Protection Agreement or Other
Hedging Agreement was entered into will be secured by, among other things, a first priority
security interest in the Common Collateral pursuant to the terms of the Holdings Pledge Agreement; J-1




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WHEREAS, the obligations of the Guarantor under the Indenture will be secured by, among other
things, a second priority security interest in the Common Collateral pursuant to the terms of the
Noteholder Collateral Documents and this Agreement; WHEREAS, the Holdings Pledge Agreement, the Indenture and the Noteholder Collateral Documents
provide, among other things, that the parties thereto shall set forth in this Agreement their
respective rights and remedies with respect to the Common Collateral (including the Pledged
Collateral) owned by the Guarantor; and WHEREAS, it is a condition precedent to the effectiveness of the First Amendment that the
parties hereto enter into this Agreement; NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein
set forth and for other good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, and in reliance upon the representations, warranties and covenants herein
contained, the parties hereto, intending to be legally bound, hereby agree as follows: SEVEN-ARTICLE FORTY DEFINITIONS. AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE
THE FOLLOWING MEANINGS (SUCH MEANINGS TO BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND THE PLURAL
FORM OF THE TERMS INDICATED): Agreement means this Intercreditor Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with the terms hereof. Borrower means Coinmach Corporation, a Delaware corporation. Common Collateral means the Collateral, as such term is defined in the Holdings
Pledge Agreement. Comparable Noteholder Collateral Document means, in relation to any Common Collateral
subject to any Security Document, that Noteholder Collateral Document which creates a
security interest in the same Common Collateral, granted by the Guarantor. Credit Agreement is defined in the first recital; providedthat (i) the term Credit
Agreement shall (x) also include any renewal, extension, refunding, restructuring,
replacement or refinancing thereof (whether with the original collateral agent and lenders
or another collateral agent or agents or other lenders, whether provided under the original
Credit Agreement or any other credit or other agreement or indenture and whether entered
into concurrently with or subsequent to the termination of the prior Credit Agreement);
providedthat any such renewal, extension, refunding, restructuring, replacement or
refinancing does not increase the principal amount thereof beyond in violation of the
restrictions in the Indenture and (y) exclude the Senior Secured Notes and other Noteholder
Documents and (ii) if at any time a Discharge of Lender Claims
occurs with re- J-2




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##### 



spect to the Credit Agreement (without giving effect to Section 5.5), then, to the
extent provided in Section 5.5, the term Credit Agreement shall mean the Future First-Lien
Credit Facility designated by Borrower in accordance with the terms of such section. CSC means Coinmach Service Corp., a Delaware corporation. DIP Financing is defined in Section 6.1. Discharge of Lender Claims means, except to the extent otherwise provided in Sections
5.5and 6.5, the payment in full in cash of all Obligations, the expiration, termination or
cash collateralization of all Letters of Credit, pursuant (for purposes of cash
collateralization) to the terms thereof and the Credit Agreement, the termination of all
commitments to extend credit under the Credit Agreement and the payment in full in cash of
all other Lender Claims (other than Obligations for indemnification in respect of which no
claim or demand for payment has been made and no notice for indemnification has been issued
by the indemnitee at such time), as may be evidenced by a pay-off letter signed by an
agent for the Lenders under the Credit Agreement. Disposition is defined in Section 5.1(a)(i). First Amendment is defined in the first recital. First Lien Collateral Agent means, in addition to the First Lien Collateral Agent as
defined in the preamble, the then acting agent for the First Lien Creditors under the Loan
Documents and any successor or assign thereto exercising substantially the same rights and
powers. First Lien Creditors shall mean the Secured Creditors (as defined in the Credit
Agreement) and any other Persons holding Lender Claims, including the First Lien Collateral
Agent. Future First-Lien Credit Facility shall mean the Credit Agreement and any Credit
Agreement (as defined in the Indenture) that is designated by Borrower as a First-Lien
Credit Facility for purposes of the Indenture; providedthat the First Lien Creditors under
any Credit Agreement then in effect have consented to such designation. Guarantor is defined in the preamble. Holdings Pledge Agreement is defined in the Credit Agreement, providedthat the term
Holdings Pledge Agreement shall include any amendment (including Amendment No. 1 thereto
dated as of the date hereof), amendment and restatement, supplement or other modification
thereto and any other document or instrument evidencing the Guarantors pledge of Common
Collateral under any Future First-Lien Credit Facility as any such document or instrument
may from time to time be amended, supplemented, amended and restated or otherwise modified
in a manner not inconsistent with this Agreement. J-3




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Indenture is defined in the second recital. Insolvency or Liquidation Proceeding means with respect to any Person (a) any
voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to such
Person or any of its subsidiaries as a debtor, (b) any other voluntary or involuntary
insolvency, reorganization or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding with respect to such Person
or any of its subsidiaries as a debtor or with respect to any substantial part of their
respective assets, (c) any liquidation, dissolution, reorganization or winding up of such
Person or any of its subsidiaries whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any
other marshalling of assets and liabilities of such Person or any of its subsidiaries. Lender Claims means all Obligations outstanding under one or more of the Loan
Documents. Lender Claims shall include all interest accrued or accruing (or which would,
absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the
commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate
specified in the Credit Agreement whether or not the claim for such interest is allowed as a
claim in such Insolvency or Liquidation Proceeding. To the extent any payment with respect
to the Lender Claims (whether by or on behalf of any Obligor, as proceeds of security,
enforcement of any right of setoff or otherwise) is declared to be fraudulent or
preferential in any respect, set aside or required to be paid to a debtor in possession,
trustee, receiver or similar Person, then the Obligations or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred. Lender Collateral means any of the assets of the Obligors, whether real, personal or
mixed, on which the First Lien Creditors or any of them now or hereafter holds a Lien as
security for any Lender Claim (regardless of the effect of the application of any laws
relating to fraudulent transfers or conveyances). Lender Liens means Liens on Common Collateral or Lender Collateral in favor of the
First Lien Collateral Agent on behalf of the First Lien Creditors created as collateral
security for the Lender Claims. Loan Documents means the Credit Agreement, the Credit Documents, and all documents
and instruments evidencing any obligation under any Future First-Lien Credit Facility, and
any other related document or instrument executed or delivered pursuant to any Loan Document
or Future First-Lien Credit Facility at any time or otherwise evidencing Lender Claims, as
any such document or instrument from time to time may be amended, supplemented, amended and
restated or otherwise modified from time to time; providedthat any such modification does
not increase the principal amount thereof beyond the limit set forth in the Indenture. Noteholder Claims means all indebtedness, obligations and other liabilities
(contingent or otherwise) arising under or with respect to the Noteholder Documents or any
of them. J-4




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Noteholder Collateral means any assets of CSC and its subsidiaries other than
Borrower and its subsidiaries, whether real, personal or mixed, on which the Noteholders or
any of them now or hereafter holds a Lien as security for any Noteholder Claim (regardless
of the effect of the application of any laws relating to fraudulent transfers or
conveyances). Noteholder Collateral Documents means, collectively, the Noteholder Security
Agreements, and any document or instrument executed and delivered pursuant to any Noteholder
Document at any time or otherwise pursuant to which a Lien is granted by an obligor under
the Indenture to secure the Noteholder Claims or under which rights or remedies with respect
to any such Lien are governed, as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time. Noteholder Documents means, collectively, the Indenture, the Senior Secured Notes,
the Noteholder Collateral Documents and any other related document or instrument executed
and delivered pursuant to any Noteholder Document at any time or otherwise evidencing any
Noteholder Claims, as the same may be amended, supplemented, amended and restated or
otherwise modified from time to time. Noteholders means the Persons holding Noteholder Claims, including the trustee under
the Indenture and the Second Lien Collateral Agent, in each case, in their capacity as such. Noteholder Security Agreements means (i) the Security Agreement, dated as of November
24, 2004 among CSC, the Guarantor and the Second Lien Collateral Agent, as collateral agent
and (ii) the Pledge Agreement dated as of November 24, 2004 among CSC, the Guarantor and the
Second Lien Collateral Agent, as collateral agent, in each case as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time. Obligors means Borrower, the Guarantor and each of the Subsidiary Guarantors. Pledged Collateral means the certificated securities constituting Common Collateral
in the possession or under the control (as defined in Section 8-106 of the UCC) of the First
Lien Collateral Agent (or its agents or bailees) in which a security interest is perfected
by such possession or control. Recovery shall have the meaning set forth in Section 6.5hereof. Required Lenders shall mean, with respect to any amendment or modification of the
Credit Agreement or Future First-Lien Facility, or any termination or waiver of any
provision of the Credit Agreement or Future First-Lien Facility, or any consent or departure
by Borrower therefrom, those First Lien Creditors, the approval of which is required by the
Credit Agreement or such Future First-Lien Facility, as the case may be, to approve such
amendment or modification, termination or waiver or consent or departure. J-5




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Second Lien Collateral Agent shall include, in addition to the Second Lien Collateral
Agent defined in the preamble, the then acting collateral agent under the Indenture and any
successor thereto exercising substantially the same rights and powers. Senior Secured Notes is defined in the second recital. EIGHT-ARTICLE FORTY LIEN PRIORITIES. SECTION 48.01. Priority.Notwithstanding the date, manner or order of grant, attachment or
perfection of any Liens granted to the Second Lien Collateral Agent for the benefit of the
Noteholders or to the Noteholders on the Common Collateral or of any Liens granted to the First
Lien Creditors on the Common Collateral and notwithstanding any provision of the UCC, or any
applicable law, the avoidance or setting aside of any Lien granted to the First Lien Creditors on
the Common Collateral, or the Noteholder Documents or the Loan Documents or any other circumstance
whatsoever, the Second Lien Collateral Agent, on behalf of itself and the Noteholders, hereby
agrees that: (i) any Lien on the Common Collateral securing the Lender Claims now or hereafter
held by the First Lien Collateral Agent or the First Lien Creditors shall be first in priority to
any Lien on the Common Collateral securing the Noteholder Claims and (ii) any Lien on the Common
Collateral now or hereafter held by the Second Lien Collateral Agent or the Noteholders regardless
of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be
second in priority in all respects to all Liens on the Common Collateral securing the Lender
Claims. All Liens on the Common Collateral securing the Lender Claims shall be and remain first in
priority to all Liens on the Common Collateral securing the Noteholder Claims for all purposes,
whether or not such Lender Liens are subordinated to any Lien securing any other obligation of the
Guarantor or any of its subsidiaries. SECTION 48.02. Prohibition on Contesting Liens.Each of the Second Lien Collateral Agent, for
itself and on behalf of each Noteholder, and the First Lien Collateral Agent, for itself and on
behalf of each other First Lien Creditor, agrees that it shall not (and hereby waives any right to)
contest or support any other Person in contesting, in any proceeding (including any Insolvency or
Liquidation Proceeding with respect to CSC or any of its subsidiaries), the priority, validity or
enforceability of a Lien held by the First Lien Creditors on the Lender Collateral or by the
Noteholders on the Common Collateral, as the case may be; providedthat nothing in this Agreement
shall be construed to prevent or impair the rights of the First Lien Collateral Agent or any of the
First Lien Creditors to enforce this Agreement, including the priority of the Liens securing the
Lender Claims as provided in Sections 2.1and 3.1of this Agreement. SECTION 48.03. No New Liens.So long as the Discharge of Lender Claims has not occurred, (a)
the parties hereto agree that (i) neither the Second Lien Collateral Agent nor any Noteholder shall
acquire any security interest in or shall have any interest in (including following avoidance of
any Lender Liens) any property, real or otherwise (other than the Common Collateral), of any of
Borrower or any of its subsidiaries or any proceeds thereof and (ii) after the date hereof, if the
Second Lien Collateral Agent on behalf of the Noteholders, shall hold (to its actual knowledge),
any Lien on any assets of Borrower or any of its subsidiaries securing the Noteholder Claims that
are not also subject to the prior Lien of the First Lien Creditors under the Loan Documents, the
Second Lien Collateral Agent will notify the First Lien Collateral Agent in writing and, upon
demand by the First Lien Collateral Agent, shall either release such Lien or J-6




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##### 



assign it to the First Lien Creditors as security for the Lender Claims (unless the applicable
Obligor shall promptly grant a similar Lien on such assets in favor of the First Lien Creditors and
such Lien shall be prior to the Lien of the Second Lien Collateral Agent on such assets) and (b)
each of Borrower and its subsidiaries agrees it will not grant, and the Guarantor agrees it will
not permit its Subsidiaries to grant, any Lien on any of its assets in favor of the Second Lien
Collateral Agent or the Noteholders unless Borrower or such subsidiary has granted a similar
perfected prior Lien on such assets in favor of the First Lien Creditors. NINE-ARTICLE FORTY ENFORCEMENT. SECTION 49.01. Exercise of Remedies. (a) So long as the Discharge of Lender Claims has not occurred, whether or not any Insolvency
or Liquidation Proceeding has been commenced by or against CSC or any of its subsidiaries, (i) the
Second Lien Collateral Agent and the Noteholders will not exercise or seek to exercise any rights
or remedies (including by way of setoff) with respect to any Common Collateral, institute any
action or proceeding with respect to such rights or remedies, including any action of foreclosure,
or contest, protest or object to any foreclosure proceeding or action brought by the First Lien
Collateral Agent or any other First Lien Creditor, or any other exercise by any such party of any
rights and remedies relating to the Common Collateral under the Credit Documents or otherwise, or
object to the forbearance by the First Lien Collateral Agent or the First Lien Creditors from
bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or
remedies relating to the Common Collateral and (ii) the First Lien Collateral Agent and the other
First Lien Creditors shall have the exclusive right to enforce rights, exercise remedies (including
by way of setoff and the right to credit bid their debt), refrain from enforcing or exercising
remedies, and make determinations regarding release, disposition, or restrictions with respect to
the Common Collateral without any consultation with or the consent of the Second Lien Collateral
Agent or any Noteholder, all as if the Lien of the Second Lien Collateral Agent for the benefit of
the Noteholders on the Common Collateral under the Noteholder Collateral Documents did not exist;
providedthat (A) in any Insolvency or Liquidation Proceeding commenced by or against the
Guarantor, the Second Lien Collateral Agent or any Noteholder may file a claim or statement of
interest with respect to the Noteholder Claims, (B) the Second Lien Collateral Agent or any
Noteholder may take any action not adverse to the Liens on the Common Collateral securing the
Lender Claims in order to establish, preserve, perfect or protect its rights in the Common
Collateral, (C) the Second Lien Collateral Agent or any Noteholder shall be entitled to file any
pleadings, objections, motions or agreements which assert rights or interests available to
unsecured creditors of the Guarantor arising under either the Bankruptcy Code or applicable
non-bankruptcy law, in each case not otherwise in contravention of the terms of this Agreement and
(D) the Second Lien Collateral Agent or any Noteholder shall be entitled to file any proof of claim
and other filings and make any arguments and motions in order to preserve or protect its Lien on
the Common Collateral that are, in each case, not otherwise in contravention of the terms of this
Agreement, with respect to the Indenture and the Common Collateral. In exercising rights and
remedies with respect to the Common Collateral, the First Lien Collateral Agent or any other First
Lien Creditors may enforce the provisions of the Loan Documents and exercise remedies thereunder,
all in such order and in such manner as it may determine in the exercise of its sole discretion.
Such exercise and enforcement shall include the J-7




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rights of an agent appointed by the First Lien Collateral Agent and the other First Lien
Creditors to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in
connection with such sale or disposition, and to exercise all the rights and remedies of a secured
party under the UCC of any applicable jurisdiction and of a secured creditor under bankruptcy or
similar laws of any applicable jurisdiction. (b) The Second Lien Collateral Agent, for itself and on behalf of the Noteholders, agrees that
neither the Second Lien Collateral Agent nor the Noteholders will take any action that would hinder
or cause to delay any exercise of remedies undertaken by the First Lien Collateral Agent or any
other First Lien Creditor under the Loan Documents as secured parties in respect of any Common
Collateral, including any sale, lease, exchange, transfer or other disposition of the Common
Collateral, whether by foreclosure or otherwise. The Second Lien Collateral Agent, for itself and
on behalf of the Noteholders, hereby waives any and all rights it or the Noteholders may have as a
junior lien creditor or otherwise (whether arising under the UCC or any other law) to object to the
manner in which the First Lien Collateral Agent or the other First Lien Creditors seek to enforce
the Liens granted on any of the Lender Collateral. (c) The Second Lien Collateral Agent hereby acknowledges and agrees that no covenant,
agreement or restriction contained in the Noteholder Documents shall restrict in any way the rights
and remedies of the First Lien Collateral Agent or the First Lien Creditors with respect to the
Common Collateral as set forth in this Agreement and the Loan Documents. SECTION 49.02. Cooperation.Subject to the proviso in clause (a)(ii)of Section 3.1, the
Second Lien Collateral Agent, on behalf of itself and the Noteholders, agrees that, unless and
until the Discharge of Lender Claims has occurred, it will not commence, or join with any Person
(other than the First Lien Creditors upon the request thereof) in commencing, any enforcement,
collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it
under any of the Noteholder Documents with respect to the Common Collateral. ARTICLE FIFTY PAYMENTS. SECTION 50.01. Application of Proceeds.So long as the Discharge of Lender Claims has not
occurred, the cash proceeds of Common Collateral received in connection with the sale, transfer or
other disposition of such Common Collateral upon the exercise of remedies shall be applied by the
First Lien Collateral Agent to the Lender Claims in such order as specified in the Credit Agreement
until the Discharge of Lender Claims has occurred. Upon the Discharge of Lender Claims, the First
Lien Collateral Agent shall deliver to the Second Lien Collateral Agent (for turnover to the
trustee under the Indenture for application in such order as specified in the Indenture and the
other applicable Noteholder Documents) any proceeds of Common Collateral held by it in the same
form as received, with any necessary endorsements or as a court of competent jurisdiction may
otherwise direct. SECTION 50.02. The Second Lien Collateral Agent, on behalf of itself and the Noteholders,
agrees that it will not, in connection with the exercise of any right or remedy (including by way
of setoff) with respect to any Common Collateral, take or receive any Common Collateral or any
proceeds of Common Collateral unless and until the Discharge of Lender Claims has occurred. In the
event any Common Collateral or proceeds thereof are received by J-8




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the Second Lien Collateral Agent in violation of this Agreement, such Common Collateral and/or
proceeds shall be segregated and held in trust for the benefit of the First Lien Creditors in the
same form as received, and shall not be applied to the satisfaction of any Noteholder Claims.
Without limiting the generality of the foregoing, unless and until the Discharge of Lender Claims
has occurred, except as expressly provided in the proviso in clause (a)(ii)of Section 3.1, the
sole right of the Second Lien Collateral Agent and the Noteholders as secured parties with respect
to the Common Collateral is to hold a perfected Lien on the Common Collateral pursuant to the
Noteholder Documents for the period and to the extent granted therein and to receive a share of the
proceeds thereof, if any, after the Discharge of Lender Claims has occurred. SECTION 50.03. Each Obligor agrees that it will not, in connection with the exercise of any
right or remedy with respect to any Common Collateral by the Second Lien Collateral Agent or the
Noteholders, transfer, deliver or pay, as applicable, to the Second Lien Collateral Agent or any
Noteholder any Common Collateral or any proceeds of Common Collateral unless and until the
Discharge of Lender Claims has occurred. ONE-ARTICLE FIFTY OTHER AGREEMENTS. SECTION 51.01. Releases. (a) If, in connection with: (i) the exercise of any of the First Lien Collateral Agents remedies in respect of
Common Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer
or other disposition (collectively, a Disposition) of any such Common Collateral; or (ii) a Disposition of any Common Collateral permitted under the terms of the Credit
Documents (whether or not an event of default thereunder, and as defined therein, has
occurred and is occurring), the First Lien Collateral Agent, for itself and on behalf of any of the First Lien Creditors,
releases any of its Liens on any part of the Common Collateral, in each case other than in
connection with a Disposition under clause (ii) above only, if such Disposition would result in an
event of default under the Noteholder Documents, then the Liens, if any, of the Second Lien
Collateral Agent, for itself or for the benefit of the Noteholders, on such Common Collateral shall
be automatically, unconditionally and simultaneously released and the Second Lien Collateral Agent,
for itself or on behalf of any such Noteholder, promptly shall execute and deliver to the First
Lien Collateral Agent such termination statements, releases and other documents as the First Lien
Collateral Agent may request and provide to it to effectively confirm such release. (b) The Second Lien Collateral Agent, on behalf of the Noteholders, shall promptly, at the
request of the First Lien Collateral Agent or any officer or agent of the First Lien Collateral
Agent, from time to time in the First Lien Collateral Agents discretion, for the purpose of
carrying out the terms of this Section 5.1, take any and all appropriate action and to execute any
and all releases, documents and instruments provided to it by the First Lien Collateral Agent which
may be necessary or desirable to accomplish the purposes of this Section 5.1, including J-9




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any financing statements, mortgage releases, intellectual property releases, endorsements or
other instruments of transfer or release. SECTION 51.02. Insurance.Unless and until the Discharge of Lender Claims has occurred, the
First Lien Collateral Agent and the other First Lien Creditors shall have the sole and exclusive
right, subject to the rights of the Obligors under the Loan Documents, to adjust settlement for any
insurance policy covering the Common Collateral in the event of any loss thereunder. Unless and
until the Discharge of Lender Claims has occurred (and whether or not the Revolving Loan Maturity
Date has occurred), all proceeds of any such policy and any such award if in respect of the Common
Collateral shall be paid to the First Lien Collateral Agent for the benefit of the First Lien
Creditors to the extent required under the Credit Agreement and thereafter to the Second Lien
Collateral Agent for the benefit of the Noteholders to the extent required under the applicable
Noteholder Documents and then to the owner of the subject property or as a court of competent
jurisdiction may otherwise direct. SECTION 51.03. Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without the prior written
consent of the First Lien Collateral Agent and the Required Lenders, no Noteholder Collateral
Document may be amended, supplemented or otherwise modified or entered into to the extent such
amendment, supplement or modification, or the terms of any new Noteholder Collateral Document,
would be inconsistent in any material respect with any of the terms of this Agreement or the Loan
Documents. The Second Lien Collateral Agent agrees that each Noteholder Collateral Document
related to the Common Collateral shall include substantially the following language:  Notwithstanding anything herein to the contrary, the lien and security interest
granted to the Second Lien Collateral Agent pursuant to this Agreement and the
exercise of any right or remedy by the Second Lien Collateral Agent hereunder are
subject to the provisions of the Intercreditor Agreement, dated as of November 24,
2004 (as amended, supplemented, amended and restated or otherwise modified from time
to time, the Intercreditor Agreement), among Deutsche Bank Trust Company Americas,
as First Lien Collateral Agent, The Bank of New York as Second Lien Collateral
Agent, and Coinmach Laundry Corporation. In the event of any conflict between the
terms of the Intercreditor Agreement and this Agreement, the terms of the
Intercreditor Agreement shall govern. (b) In the event the First Lien Collateral Agent enters into any amendment, waiver or consent
in respect of any of the Security Documents related to the Common Collateral for the purpose of
adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any
Security Document or changing in any manner the rights of the First Lien Collateral Agent, the
First Lien Creditors or the Guarantor thereunder, then such amendment, waiver or consent shall
apply automatically to any comparable provision of the Comparable Noteholder Collateral Document
without the consent of the Second Lien Collateral Agent or the Noteholders and without any action
by the Second Lien Collateral Agent, CSC or any of its subsidiaries; providedthat (A) no such
amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the
Noteholder Collateral Documents, except to the extent that a release of J-10




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such Lien is permitted by Section 5.1, (B) any such amendment, waiver or consent that
materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders
(and not the holders of the Lender Liens in a like or similar manner) shall not apply to the
Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at
the direction of the holders of the requsite aggregate principal amount of the applicable
Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment,
waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further,
that (x) nothing contained in this clause (b)shall impair the rights of the First Lien Collateral
Agent and the holders of Lender Claims, or the obligations and agreements of the Second Lien
Collateral Agent and Noteholders, under Sections 3and 5.1hereof and (y) the Security Documents
and Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or
the Noteholders, be amended or modified pursuant to this Section 5.3(b) to secure additional
extensions of credit and add additional First Lien Creditors as long as such amendments or
modifications do not violate the express provisions of the Indenture. SECTION 51.04. Bailee for Perfection. (a) Solely for the purpose of perfecting the security interest granted in the Pledged
Collateral pursuant to the Noteholder Collateral Documents, and subject to the terms and conditions
of this Section 5.4, the First Lien Collateral Agent agrees to hold and acknowledges that it holds
the Pledged Collateral that is part of the Common Collateral in its possession or control (or in
the possession or control of its agents or bailees) as bailee for the Second Lien Collateral Agent
and any assignee. (b) The rights of the Second Lien Collateral Agent shall at all times be subject to the terms
of this Agreement and to the First Lien Collateral Agents rights under the Credit Documents. (c) The First Lien Collateral Agent shall have no obligation whatsoever to the Second Lien
Collateral Agent or any Noteholder to assure that the Pledged Collateral is genuine or owned by the
Guarantor or to preserve rights or benefits of any Person except as expressly set forth in this
Section 5.4. The duties or responsibilities of the First Lien Collateral Agent under this Section
5.4shall be limited solely to holding the Pledged Collateral as bailee for the Second Lien
Collateral Agent for purposes of perfecting the Lien held by the Second Lien Collateral Agent. (d) Neither the First Lien Collateral Agent nor the Second Lien Collateral Agent shall have,
by reason of the Noteholder Collateral Documents or this Agreement or any other document a
fiduciary relationship in respect of the other. The First Lien Collateral Agent shall not have, by
reason of the Noteholder Collateral Documents or this Agreement or any other document, a fiduciary
relationship in respect of any Noteholder. The Second Lien Collateral Agent shall not have, by
reason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciary
relationship in respect of the Lenders, in their capacity as such. (e) Upon the Discharge of Lender Claims, the First Lien Collateral Agent shall deliver to the
Second Lien Collateral Agent, at the sole cost and expense of the Guarantor, the Pledged Collateral
in its possession or control together with any necessary endorsements
(or oth- J-11




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erwise allow the Second Lien Collateral Agent to obtain possession or control of such Pledged
Collateral) to the extent required by the Noteholder Documents or as a court of competent
jurisdiction may otherwise direct. SECTION 51.05. When Discharge of Lender Claims Deemed to Not Have Occurred.If at any time
after the Discharge of Lender Claims has occurred Borrower designates any Future First-Lien Credit
Facility to be the Credit Agreement hereunder, then such Discharge of Lender Claims shall
automatically be deemed not to have occurred for all purposes of this Agreement (other than with
respect to any actions taken prior to the date of such designation as a result of the occurrence of
such first Discharge of Lender Claims), and such Future First-Lien Credit Facility shall
automatically be treated as the Credit Agreement for all purposes of this Agreement, including
without limitation for purposes of the Lien priorities and rights in respect of Common Collateral
set forth herein. Upon receipt of notice of such designation (including the identity of the new
First Lien Collateral Agent), the Second Lien Collateral Agent shall promptly deliver at the
Guarantors sole cost to the First Lien Collateral Agent the Pledged Collateral in its possession
or control, together with any necessary endorsements (or otherwise allow such First Lien Collateral
Agent to obtain possession or control of such Pledged Collateral). If the Obligations under a
Future First-Lien Credit Facility are secured by the Common Collateral that do not also secure the
Noteholder Claims, then the Noteholder Claims shall be secured at such time by a second priority
Lien on such assets to the same extent provided in the Noteholder Collateral Documents. SECTION 51.06. Rights as Unsecured Creditors. Except as otherwise set forth in Section 2.1,
the Second Lien Collateral Agent and the Noteholders may exercise rights and remedies as unsecured
creditors against CSC or any subsidiary of CSC in accordance with the terms of the Noteholder
Documents and applicable law. Except as otherwise set forth in Section 2.1of this Agreement, but
subject to the terms of the Loan Documents, nothing in this Agreement shall prohibit the receipt by
the Second Lien Collateral Agent or any Noteholder of the required payments of interest and
principal so long as such receipt is not the direct or indirect result of the exercise by the
Second Lien Collateral Agent or any Noteholder of rights or remedies as a secured creditor
(including setoff) or enforcement in contravention of this Agreement of any Lien with respect to
the Common Collateral held by any of them and such receipt is not proceeds of any Lender
Collateral. Nothing in this Agreement impairs or otherwise adversely affects any rights or
remedies the First Lien Collateral Agent or the First Lien Creditors may have with respect to the
Lender Collateral. TWO-ARTICLE FIFTY INSOLVENCY OR LIQUIDATION PROCEEDINGS. SECTION 52.01. Financing Issues.If the Guarantor or any of its subsidiaries shall be subject
to any Insolvency or Liquidation Proceeding and the First Lien Collateral Agent shall desire to
permit the use of cash collateral or to permit Borrower to obtain financing under section 363 or
section 364 of the Bankruptcy Code (DIP Financing), then the Second Lien Collateral Agent, on
behalf of itself and the Noteholders, agrees that it will raise no objection to such use or DIP
Financing and will not request adequate protection or any other relief in connection therewith
(except to the extent permitted by Section 6.3) and, to the extent the Lender Liens are junior in
priority or pari passu with such DIP Financing, will maintain the priority of its Liens in J-12




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the Common Collateral as junior in priority to such Lender Liens on the same basis as the
other Liens securing the Noteholder Claims are second in priority to Lender Claims under this
Agreement. SECTION 52.02. Relief from the Automatic Stay.While any Lender Claims are outstanding under
the Loan Documents or any commitment under any DIP Financing provided by any First Lien Creditor is
in effect, the Second Lien Collateral Agent, on behalf of itself and the Noteholders, agrees that
none of them shall seek relief from the automatic stay or any other stay in any Insolvency or
Liquidation Proceeding with respect to the Guarantor or any of its subsidiaries in respect of the
Lender Collateral, without the prior written consent of the First Lien Collateral Agent and the
Required Lenders. SECTION 52.03. Adequate Protection.The Second Lien Collateral Agent, on behalf of itself and
the Noteholders, agrees that none of them shall contest (or support any other Person contesting)
(a) any request by the First Lien Collateral Agent or the other First Lien Creditors for adequate
protection or (b) any objection by the First Lien Collateral Agent or the other First Lien
Creditors to any motion, relief, action or proceeding which objection is based on the First Lien
Collateral Agent or the other First Lien Creditors claiming a lack of adequate protection.
Notwithstanding the foregoing contained in this Section 6.3, in any Insolvency or Liquidation
Proceeding with respect to CSC or any of its subsidiaries, in the event the Second Lien Collateral
Agent, on behalf of itself and the Noteholders, seeks or requests adequate protection and such
adequate protection is granted in the form of additional collateral that would constitute
collateral under the Loan Documents, then the Second Lien Collateral Agent, on behalf of itself or
any of the Noteholders, agrees that the First Lien Creditors shall also be granted a Lien on such
additional collateral as security for the Lender Claims and any such DIP Financing and that any
Lien on such additional collateral securing the Noteholder Claims shall be junior in priority to
the Liens on such collateral securing the Lender Claims and any such DIP Financing (and all
Obligations relating thereto) and any other Liens granted to the First Lien Creditors as adequate
protection on the same basis as the other Liens securing the Noteholder Claims are junior in
priority to such Lender Claims under this Agreement. SECTION 52.04. No Waiver; Voting Rights.Nothing contained herein shall prohibit or in any
way limit the First Lien Collateral Agent or any other First Lien Creditor from objecting in any
Insolvency or Liquidation Proceeding with respect to CSC or any of its subsidiaries involving or
attempting to involve any Lender Collateral or otherwise to any action taken by the Second Lien
Collateral Agent or any of the Noteholders, including the seeking by the Second Lien Collateral
Agent or any Noteholder of adequate protection or the asserting by the Second Lien Collateral Agent
or any Noteholder of any of its rights and remedies under the Noteholder Documents or otherwise.
In any Insolvency or Liquidation Proceeding with respect to CSC or any of its subsidiaries that
involves one or more Obligor or any Lender Collateral, neither the Second Lien Collateral Agent nor
any Noteholder shall vote any Noteholder Claim for any plan of reorganization of CSC or any of its
subsidiaries unless (i) such plan provides for the payment in full in cash of all Lender Claims on
the effective date of such plan of reorganization, (ii) such plan provides for treatment of the
Lender Claims in a manner that would result in such Lender Claims having relative lien (or, if the
obligations, property or assets to be distributed in respect of the Lender Claims under such plan
are unsecured, other) priority over the Noteholder Claims to J-13




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at least the same extent as if such obligations, property or assets were secured by Liens and
subject to Section 6.6, whether or not such obligations, property or assets are, in fact, secured
by any such Liens, or (iii) the plan otherwise provides treatment of the Lender Claims in a manner
approved by the First Lien Collateral Agent and the Required Lenders. SECTION 52.05. Preference Issues.If any First Lien Creditor is required in any Insolvency or
Liquidation Proceeding with respect to CSC or any of its subsidiaries or otherwise to turn over or
otherwise pay to the estate of any Obligor any amount as a preference (a Recovery), then such
First Lien Creditor shall be entitled to a reinstatement of Lender Claims with respect to all such
recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this
Agreement shall be reinstated in full force and effect, and such prior termination shall not
diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from
such date of reinstatement. SECTION 52.06. Reorganization Securities.If, in any Liquidation or Insolvency Proceeding
with respect to CSC or any of its subsidiaries, debt obligations of the reorganized debtor secured
by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of
reorganization or similar dispositive restructuring plan, both on account of Lender Claims and on
account of Noteholder Claims, then, to the extent the debt obligations distributed on account of
the Lender Claims and on account of the Noteholder Claims are secured by Liens upon the same
property, the provisions of this Agreement will survive the distribution of such debt obligations
pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. SECTION 52.07. Expense Claims.Neither the Second Lien Collateral Agent nor any Noteholder
will assert or enforce, at any time prior to the Discharge of Lender Claims, any claim under
§506(c) of the Bankruptcy Code senior to or on a parity with the Lender Liens for costs or expenses
of preserving or disposing of any Lender Collateral. SECTION 52.08. Post-Petition Claims. (a) Neither the Second Lien Collateral Agent nor any Noteholder shall oppose or seek to
challenge any claim by the First Lien Collateral Agent or any other First Lien Creditor for
allowance in any Insolvency or Liquidation Proceeding with respect to the Guarantor or any of its
subsidiaries of Lender Claims consisting of post-petition interest, fees or expenses to the extent
of the value of the Lender Lien, without regard to the existence of the Lien of the Second Lien
Collateral Agent on behalf of the Noteholders on the Common Collateral. (b) Neither the First Lien Collateral Agent nor any other First Lien Creditor shall oppose or
seek to challenge any claim by the Second Lien Collateral Agent or any Noteholder for allowance in
any Insolvency or Liquidation Proceeding with respect to CSC or any of its subsidiaries of
Noteholder Claims consisting of post-petition interest, fees or expenses to the extent of the value
of the Lien of the Second Lien Collateral Agent on behalf of the Noteholders on the Noteholder
Collateral (after taking into account the Lender Liens). SECTION 52.09. Waiver. The Second Lien Collateral Agent, for itself and on behalf of the
Noteholders, waives any claim it may hereafter have against the First Lien Collateral J-14




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Agent or any First Lien Creditor arising out of the election of any First Lien Creditor of the
application of section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or
financing arrangement or out of any grant of a security interest in connection with the Common
Collateral in any Insolvency or Liquidation Proceeding with respect to CSC or any of its
subsidiaries. SECTION 52.10. Nature of Obligations; Post-Petition Interest. The Second Lien Collateral
Agent, on behalf of itself and the Noteholders, hereby acknowledges and agrees that (i) the
Noteholders claims against the Guarantor in respect of the Common Collateral constitute junior
claims separate and apart (and of a different class) from the senior claims of the First Lien
Creditors against the Guarantor in respect of the Common Collateral and (ii) the Lender Claims
include all interest that accrues after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency, receivership, reorganization or similar proceeding of any
Obligor at the rate provided for in the applicable Loan Documents governing the same, whether or
not a claim for post-petition interest is allowed or allowable in any such case, proceeding or
other action. To further effectuate the intent of the parties as provided in the immediately
preceding sentence, if it is held that the claims against the Guarantor in respect of the Common
Collateral constitute only one secured claim (rather than separate classes of senior and junior
claims), then the Second Lien Collateral Agent, on behalf of the Noteholders, and each of the
Noteholders hereby acknowledge and agree that all distributions pursuant to Section 4.1or
otherwise shall be made as if there were separate classes of senior and junior secured claims
against the Guarantor in respect of the Common Collateral (with the effect being that, to the
extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring
all claims held by the Second Lien Collateral Agent on behalf of the Noteholders), the First Lien
Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of
principal, pre-petition interest and other claims, all amounts owing in respect of post-petition
interest at the relevant contract rate (even though such claims may or may not be allowed in whole
or in part in the respective bankruptcy, insolvency, reorganization, receivership or similar
proceeding) before any distribution is made in respect of the claims held by the Second Lien
Collateral Agent, on behalf of the Noteholders, with the Second Lien Collateral Agent and each of
the Noteholders hereby acknowledging and agreeing to turn over to the First Lien Collateral Agent
for the benefit of holders of the Lender Claims all amounts otherwise received or receivable by
them to the extent needed to effectuate the intent of this sentence even if such turnover of
amounts has the effect of reducing the amount of the claim of the Noteholders). SECTION 52.11. Proofs of Claim. Subject to the limitations set forth in this Agreement, the
First Lien Collateral Agent may file proofs of claim and other pleadings and motions with respect
to any Lender Claims, the Indenture or the Common Collateral in any Insolvency or Liquidation
Proceeding with respect to CSC or any of its subsidiaries. If a proper proof of claim has not been
filed in the form required in such Insolvency or Liquidation Proceeding at least ten (10) days
prior to the expiration of the time for filing thereof, the First Lien Collateral Agent shall have
the right (but not the duty) to file an appropriate claim for and on behalf of the Noteholders with
respect to the Indenture or any of the Common Collateral; providedthat the First Lien Collateral
Agent shall have provided written notice of its intent to file a proof of claim on behalf of the
Noteholders to the Second Lien Collateral Agent at least the lesser of (x) three (3) days and (y)
the number of days remaining in the ten (10) day period described in this sentence, J-15




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in each case before so filing. In furtherance of the foregoing, the Second Lien Collateral
Agent hereby agrees upon request of the First Lien Collateral Agent, to promptly execute and
deliver any document or instrument provided to it that the First Lien Collateral Agent is required
or permitted to deliver pursuant to this Section 6.11. THREE-ARTICLE FIFTY RELIANCE; WAIVERS; ETC. SECTION 53.01. Reliance.The consent by the First Lien Creditors to the execution and
delivery of the Noteholder Documents and the grant to the Second Lien Collateral Agent, on behalf
of the Noteholders, of a Lien on the Common Collateral and all loans and other extensions of credit
made or deemed made on and after the date hereof by the First Lien Creditors to the Obligors shall
be deemed to have been given and made in reliance upon this Agreement. The Second Lien Collateral
Agent, on behalf of itself and the Noteholders, acknowledges that it and the Noteholders have,
independently and without reliance on the First Lien Collateral Agent or any other First Lien
Creditor, and based on documents and information deemed by them appropriate, made their own credit
analysis and decision to enter into the Indenture, this Agreement and the transactions contemplated
hereby and thereby and they will continue to make their own credit decision in taking or not taking
any action under the Indenture or this Agreement. SECTION 53.02. No Warranties or Liability.The Second Lien Collateral Agent, on behalf of
itself and Noteholders, acknowledges and agrees that each of the First Lien Collateral Agent and
the other First Lien Creditors has made no express or implied representation or warranty, including
with respect to the execution, validity, legality, completeness, collectibility or enforceability
of any of the Loan Documents. The First Lien Creditors will be entitled to manage and supervise
their respective loans and extensions of credit to Borrower in accordance with law and as they may
otherwise, in their sole discretion, deem appropriate, and the First Lien Creditors may manage
their loans and extensions of credit without regard to any rights or interests that the Second Lien
Collateral Agent or any of the Noteholders have in the Common Collateral or otherwise, except as
otherwise provided in this Agreement. Neither the First Lien Collateral Agent nor any First Lien
Creditor shall have any duty to the Second Lien Collateral Agent or any of the Noteholders to act
or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an
event of default or default under any agreements with CSC or any of its subsidiaries (including the
Noteholder Documents), regardless of any knowledge thereof which the First Lien Collateral Agent or
any First Lien Creditor may have or be charged with. SECTION 53.03. No Waiver of Lien Priorities. (a) To the fullest extent permitted under applicable law, no right of the First Lien
Creditors, the First Lien Collateral Agent or any of them to enforce any provision of this
Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on
the part of CSC or any of its subsidiaries or by any act or failure to act by any First Lien
Creditor, or by any noncompliance by any Person with the terms, provisions and covenants of this
Agreement, any of the Loan Documents or any of the Noteholder Documents, regardless of any
knowledge thereof which the First Lien Collateral Agent or the other First Lien Creditors, or any
of them, may have or be otherwise charged with; J-16




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(b) Without in any way limiting the generality of the foregoing paragraph (but subject to the
rights of the Obligors under the Loan Documents), the First Lien Creditors and any of them may, to
the fullest extent permitted under applicable law, at any time and from time to time, without the
consent of, or notice to, the Second Lien Collateral Agent or any Noteholder, without incurring any
liabilities to the Second Lien Collateral Agent or any Noteholder and without impairing or
releasing the lien priorities and other benefits provided in this Agreement (even if any right of
subrogation or other right or remedy of the Second Lien Collateral Agent or any Noteholder is
affected, impaired or extinguished thereby) do any one or more of the following: (i) make loans and advances to any Obligor or issue, guaranty or obtain letters of
credit for the account of any Obligor or otherwise extend credit to any Obligor, in any
amount (subject to the limits set forth in the Indenture) and on any terms, whether pursuant
to a commitment or as a discretionary advance (subject to the limits set forth in the
Indenture) and whether or not any default or event of default or failure of condition is
then continuing; (ii) change the manner, place or terms of payment or change or extend the time of
payment of, or renew, exchange, amend, increase (subject to the limits set forth in the
Indenture) or alter the terms of, any of the Lender Claims or any Lien on any Lender
Collateral (including, without limitation, the Common Collateral) or guaranty thereof or any
liability of the Obligors, or any liability incurred directly or indirectly in respect
thereof (including any increase in (subject to the limits set forth in the Indenture) or
extension) of the Lender Claims, without any restriction as to the amount, tenor or terms of
any such increase (subject to the limits set forth in the Indenture) or extension or
otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held
by the First Lien Creditors, the Lender Claims or any of the Loan Documents; (iii) subject, in the case of Pledged Collateral, to Section 5.4, sell, exchange,
release, surrender, realize upon, enforce or otherwise deal with in any manner and in any
order any part of the Lender Collateral or any liability of any Obligor to the First Lien
Creditors, or any liability incurred directly or indirectly in respect thereof; (iv) settle or compromise any Lender Claim or any other liability of any Obligor or any
security therefor or any liability incurred directly or indirectly in respect thereof and
apply any sums by whomsoever paid and however realized to any liability (including the
Lender Claims) in any manner or order; (v) exercise or delay in or refrain from exercising any right or remedy against any
Obligor or any security or any other Person, elect any remedy and otherwise deal freely with
the Obligors and the Lender Collateral and any security or any liability of any Obligor to
the First Lien Creditors or any liability incurred directly or indirectly in respect
thereof; (vi) release or discharge any Lender Claims or any guaranty thereof or any agreement or
obligation of any Obligor or any other person or entity with respect thereto; J-17




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(vii) take or fail to take any Lender Lien or any other collateral security for any
Lender Claims or take or fail to take any action which may be necessary or appropriate to
ensure that any Lender Lien or any other Lien upon any property is duly enforceable or
perfected or entitled to priority as against any other Lien or to ensure that any proceeds
of any property subject to any Lien are applied to the payment of any Lender Claim or any
other obligation secured thereby; or (viii) release, discharge or permit the lapse of any or all Lender Liens or any other
Liens upon any property at any time securing any Lender Claims; (c) The Second Lien Collateral Agent, on behalf of itself and the Noteholders, also agrees, to
the fullest extent permitted under applicable law, that no First Lien Creditor shall have any
liability to the Second Lien Collateral Agent or any Noteholder, and the Second Lien Collateral
Agent, on behalf of itself and the Noteholders, to the fullest extent permitted under applicable
law, hereby waives any claim against any First Lien Creditor, arising out of any and all actions
which such First Lien Creditor may take or permit or omit to take with respect to: (i) the Loan
Documents, (ii) the collection of the Lender Claims or (iii) the foreclosure upon, or sale,
liquidation or other disposition of, the Lender Collateral. The Second Lien Collateral Agent, on
behalf of itself and the Noteholders, agrees that neither the First Lien Collateral Agent nor any
other First Lien Creditor shall have any duty to them, express or implied, fiduciary or otherwise,
in respect of the maintenance or preservation of the Lender Collateral, the Lender Claims or
otherwise; and (d) The Second Lien Collateral Agent, on behalf of itself and the Noteholders, agrees not to
assert and hereby waives, to the fullest extent permitted by law, any right to demand, request,
plead or otherwise assert, or otherwise claim the benefit of, any marshalling, appraisal, valuation
or other similar right that may otherwise be available under applicable law or any other similar
rights a junior secured creditor may have under applicable law. SECTION 53.04. Obligations Unconditional.All rights, interests, agreements and obligations
of the First Lien Collateral Agent and the other First Lien Creditors and the Second Lien
Collateral Agent and the Noteholders, respectively, hereunder shall remain in full force and effect
irrespective of: (a) any lack of validity or enforceability of any Loan Documents or any Noteholder
Documents or any setting aside or avoidance of any Lender Lien; (b) any change in the time, manner or place of payment of, or in any other terms of,
all or any of the Lender Claims or Noteholder Claims, or any amendment or waiver or other
modification, including any increase in the amount thereof, whether by course of conduct or
otherwise, of the terms of the Credit Agreement or any other Credit Document or of the terms
of the Indenture or any other Noteholder Document; (c) any exchange of any security interest in any Common Collateral or any other
collateral, or any amendment, waiver or other modification, whether in writing or by course
of conduct or otherwise, of all or any of the Lender Claims or Noteholder Claims or any
guarantee thereof; J-18




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(d) the commencement of any Insolvency or Liquidation Proceeding in respect of CSC or
any of its subsidiaries; or (e) any other circumstances which otherwise might constitute a defense available to, or
a discharge of, any Obligor in respect of the Lender Claims, or of the Second Lien
Collateral Agent, any Noteholder, the First Lien Collateral Agent or any other First Lien
Creditor in respect of this Agreement. FOUR-ARTICLE FIFTY MISCELLANEOUS. SECTION 54.01. Conflicts.In the event of any conflict between the provisions of this
Agreement and the provisions of the Loan Documents or the Noteholder Documents, the provisions of
this Agreement shall govern. SECTION 54.02. Continuing Nature of This Agreement.This Agreement shall continue to be
effective until the Discharge of Lender Claims shall have occurred. This is a continuing agreement
of lien priority. The Second Lien Collateral Agent, on behalf of itself and the Noteholders,
hereby waives any right it may have under applicable law to revoke this Agreement or any of the
provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in
full force and effect, in any Insolvency or Liquidation Proceeding with respect to CSC or any of
its subsidiaries. SECTION 54.03. Amendments; Waivers.No amendment, modification or waiver of any of the
provisions of this Agreement shall be deemed to be made unless the same shall be in writing signed
by the Second Lien Collateral Agent, the First Lien Collateral Agent and the Guarantor and each
waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in
no way impair the rights of the parties making such waiver or the obligations of the other parties
to such party in any other respect or at any other time. SECTION 54.04. Information Concerning Financial Condition of CSC and Its Subsidiaries.The
First Lien Collateral Agent and the other First Lien Creditors, on the one hand, and the Second
Lien Collateral Agent and the Noteholders, on the other hand, shall each be responsible for keeping
themselves informed of (a) the financial condition of CSC and its subsidiaries, the Guarantor, and
all endorsers and/or guarantors of the Noteholder Claims or the Lender Claims and (b) all other
circumstances bearing upon the risk of nonpayment of the Noteholder Claims or the Lender Claims.
Neither the First Lien Collateral Agent nor any other First Lien Creditors shall have any duty to
advise the Second Lien Collateral Agent or any Noteholder of information known to it or them
regarding such condition or any such circumstances or otherwise. In the event the First Lien
Collateral Agent or any of the other First Lien Creditors, in its or their sole discretion,
undertakes at any time or from time to time to provide any such information to the Second Lien
Collateral Agent or any Noteholder, it or they shall be under no obligation (x) to provide any
additional information or to provide any such information on any subsequent occasion, (y) to
undertake any investigation or (z) to disclose any information which, pursuant to accepted or
reasonable commercial finance practices, such party wishes to maintain confidential. J-19




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SECTION 54.05. Successor Second Lien Collateral Agent.Each successor Second Lien Collateral
Agent under the Indenture shall execute and deliver a counterpart of and become a party to this
Agreement, and no replacement or resignation of the Second Lien Collateral Agent shall be effective
until its successor shall have executed and delivered a counterpart of this Agreement. SECTION 54.06. Application of Payments.All payments received by the First Lien Creditors may
be applied, reversed and reapplied, in whole or in part, to such part of the Lender Claims as the
First Lien Creditors, in their sole discretion, deem appropriate. The Second Lien Collateral
Agent, on behalf of itself and the Noteholders, assents to any extension or postponement of the
time of payment of the Lender Claims or any part thereof and to any other indulgence with respect
thereto, to any substitution, exchange or release of any security which may at any time secure any
part of the Lender Claims and to the addition or release of any other Person primarily or
secondarily liable therefor. SECTION 54.07. Governing Law; Submission to Jurisdiction; Venue. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF THE GUARANTOR, THE FIRST LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE OTHER
FIRST LIEN CREDITORS AND THE SECOND LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE NOTEHOLDERS,
HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY OR INTERESTS IN PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE GUARANTOR,
THE FIRST LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE OTHER FIRST LIEN CREDITORS AND THE
SECOND LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE NOTEHOLDERS, FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY PARTY TO
THIS AGREEMENT AT ITS ADDRESS SET FORTH BENEATH ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE FIRST LIEN
COLLATERAL AGENT UNDER THIS AGREEMENT OR ANY FIRST LIEN SECURED CREDITOR TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY
PARTY IN ANY OTHER JURISDICTION. (b) EACH OF THE GUARANTOR, THE FIRST LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE OTHER
FIRST LIEN CREDITORS AND THE SECOND LIEN COLLATERAL AGENT, ON BEHALF OF ITSELF AND THE NOTEHOLDERS,
HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HERE- J-20




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AFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE(a) ABOVE AND
HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. SECTION 54.08. Waiver of Jury Trial.THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
SUCH PARTIES RELATING THERETO. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE EACH PARTY ENTERING INTO THIS AGREEMENT. SECTION 54.09. Notices.All notices to the Noteholders and the First Lien Creditors permitted
or required under this Agreement may be sent to the Second Lien Collateral Agent and the First Lien
Collateral Agent, respectively. Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and may be personally
served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be
deemed to have been given when delivered in person or by courier service, upon receipt of a
telecopy or electronic mail or four (4) Business Days after deposit in the U.S. mail (registered or
certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of
the parties hereto shall be as set forth below each partys name on the signature pages hereto, or,
as to each party, at such other address as may be designated by such party in a written notice to
all of the other parties. SECTION 54.10. Further Assurances.Each party hereto agrees that it shall take such further
action and shall execute and deliver such additional documents and instruments (in recordable form,
if requested) as the requesting party may reasonably request to effectuate the terms of and the
lien priorities contemplated by this Agreement. SECTION 54.11. Subrogation. The Second Lien Collateral Agent, on behalf of itself and the
Noteholders, hereby waives any rights of subrogation it may acquire as a result of any payment
hereunder until the Discharge of Lender Claims has occurred. SECTION 54.12. Binding on Successors and Assigns; No Third Party Beneficiaries.This
Agreement shall be binding upon and inure to the benefit of the First Lien Collateral Agent, the
other First Lien Creditors, the Second Lien Collateral Agent, the Noteholders and their respective
successors and assigns. No other Person shall have or be entitled to assert rights or benefits
hereunder. This Agreement shall be binding upon the Guarantor and its successors and assigns;
providedthat the Guarantor or any successor or assign thereof
shall be entitled to en- J-21




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force any provision of this Agreement (other than any provision hereof expressly preserving
any right of the Guarantor under any Loan Document or Noteholder Document). SECTION 54.13. Specific Performance.Each of the First Lien Collateral Agent and the Second
Lien Collateral Agent may demand specific performance of this Agreement; providedthat the Second
Lien Collateral Agent may not demand specific performance hereunder from any Obligor unless and
until the Discharge of Lender Claims has occurred. The Second Lien Collateral Agent, on behalf of
itself and the Noteholders, hereby irrevocably waives any defense based on the adequacy of a remedy
at law and any other defense which might be asserted to bar the remedy of specific performance in
any action which may be brought by the First Lien Collateral Agent. SECTION 54.14. Section Titles.The section titles contained in this Agreement are and shall
be without substantive meaning or content of any kind whatsoever and are not a part of this
Agreement. SECTION 54.15. Counterparts.This Agreement may be executed in one or more counterparts, each
of which shall be an original and all of which shall together constitute one and the same document.
Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement. SECTION 54.16. Authorization.By its signature, each Person executing this Agreement on
behalf of a party hereto represents and warrants to the other parties hereto that it is duly
authorized to execute this Agreement. SECTION 54.17. Effectiveness.This Agreement shall become effective when executed and
delivered by the parties listed below. This Agreement shall be effective both before and after the
commencement of any Insolvency or Liquidation Proceeding with respect to CSC or any of its
subsidiaries. All references to a Person or any of its subsidiaries shall include such Person or
any of its subsidiaries as debtor and debtor-in-possession and any receiver or trustee for such
Obligor (as the case may be) in any Insolvency or Liquidation Proceeding with respect to such
Person. SECTION 54.18. Provisions Solely to Define Relative Rights. The provisions of this Agreement
are and are intended solely for the purpose of defining the relative rights of the First Lien
Creditors on the one hand and the Noteholders on the other hand with respect to the Common
Collateral. None of CSC or any of its subsidiaries or any other creditor thereof shall have any
rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the
Guarantor or any of its subsidiaries, which are absolute and unconditional, to pay the Obligations
and the Indenture as and when the same shall become due and payable in accordance with their terms. SECTION 54.19. Incorporation by Reference. In connection with its appointment and acting
hereunder, the Second Lien Collateral Agent shall be entitled to all rights, privileges, benefits,
protections, immunities and indemnities provided to it under the Indenture. J-22




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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above. First Lien Collateral Agent:
[          ]
      as First Lien Collateral AgentBy:Name:Title: Address:
 J-23




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Second Lien Collateral Agent:
[          ]
      as Second Lien Collateral AgentBy:Name:Title: Address:
 J-24




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COINMACH LAUNDRY CORPORATIONBy:Name:Title: Address:
 J-25




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ACKNOWLEDGED BY:
COINMACH CORPORATIONBy:Name:Title: COINMACH SERVICE CORP.By:Name:Title: J-26




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EXHIBIT K FORM OF POST-MERGER EVENT PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this
Agreement), dated as of ______, 20___, made by [NAME OF ENTITY], a[n] [JURISDICTION
OF INCORPORATION] corporation (the Pledgor), as successor to the merger of [Coinmach
Service Corp., a Delaware corporation, Coinmach Laundry Corporation, a Delaware corporation, and
Coinmach Corp., a Delaware corporation,] in favor of THE BANK OF NEW YORK (BNY), as
Collateral Agent (in such capacity and together with any successors in such capacity, the
Collateral Agent) for the benefit of itself, the Trustee (as defined below) and the
Holders (as defined in the Indenture defined below) from time to time of the Senior Secured Notes
(as defined below) (collectively, the Secured Creditors). Except as otherwise defined
herein, all capitalized terms used herein and defined in the Indenture, dated as of November 24,
2004 (as amended, modified or supplemented from time to time (the Indenture), among the
Pledgor, the subsidiary guarantors party thereto from time to time and BNY as trustee (the
Trustee) and as Collateral Agent shall be used herein as so defined. R E C I T A L S : 8. The Pledgor is the [successor to the] issuer of $132,566,664.68 aggregate principal amount
of 11% Senior Secured Notes due 2024 that were originally issued on November 24, 2004 pursuant to
the Indenture (together with all additional 11% Senior Secured Notes due 2024 from time to time
thereafter in accordance with the Indenture, the Senior Secured Notes). 9. The Pledgor has received and will continue to receive substantial benefits from the
proceeds of the Senior Secured Notes and is required to grant to the Collateral Agent Liens on and
security interests in the Collateral owned by it to secure its Obligations (as defined below)
pursuant to Section 11.02(b) of the Indenture. 10. The Pledgor [has previously granted] [is contemporaneously herewith granting] a Lien and
pledged all of its right, title and interest in and relating to the Capital Stock of each of its
direct Subsidiaries 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,
inter alia, the Pledgor, 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. 11. The relative priority of the Liens on the Shared Collateral in favor of the Collateral
Agent and the Credit Agreement Collateral Agent are defined in that certain inter
creditor agreement (the Intercreditor Agreement) dated as of [the date hereof] (as
the same K-1




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may be amended, supplemented or otherwise modified from time to time) among the Pledgor,
the Collateral Agent and the Credit Agreement Collateral Agent. 12. The Pledgor desires to enter into this Agreement in order to satisfy the requirements of
Section 11.02(b) of the Indenture 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 made, and that
may from time to time be made, to the Pledgor and other benefits accruing to the Pledgor, the
receipt and sufficiency of which are hereby acknowledged, the 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: FIVE-ARTICLE FIFTY SECURITY FOR OBLIGATIONS. THIS AGREEMENT IS MADE BY THE 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. SIX-ARTICLE FIFTY DEFINITION OF STOCK, INTERESTS, OBLIGATIONS, TERMINATION DATE, SECURITIES,
ETC.; REPRESENTATIONS AND WARRANTIES. AS USED HEREIN, (1) the term Stock shall mean (x) with respect to each of its direct
Subsidiaries that are 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 the Pledgor of
each Domestic Corporation and (y) with respect to each of its direct Subsidiaries that are
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 the 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; provided that, except as provided in the last sentence of this Section
2, the 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, (2) the term Interests shall mean (x) with respect to each of its direct
Subsidiaries that are 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 out
standing membership interests, partnership interests or other interests of whatever
class at any time owned by the Pledgor of each Domestic Non-Corporate Entity and (y) with
respect to K-2




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each of its direct Subsidiaries that are 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 the 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 the 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 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, the 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, (3) Obligations shall mean the collective reference to the unpaid principal of
and interest on the Senior Secured Notes and all other obligations and liabilities of the
Pledgor (including, without limitation, any increase in the aggregate principal amount of
the Senior Secured Notes, together with any interest accruing at the then applicable rate
provided in the Indenture or the Senior Secured Notes after the maturity of the Senior
Secured Notes and interest accruing at the then applicable rate provided in the Indenture
after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Pledgor, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) to the Collateral Agent
or any Secured Creditor, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, the Indenture, the Senior Secured Notes, this Agreement, or any other
document made, delivered or given in connection with any of the foregoing, in each case
whether on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and disbursements of
counsel that are required to be paid by the Pledgor pursuant to the terms of any of the
foregoing agreements). (4) Termination Date means the earliest to occur of the date on which (a) all
Obligations have been paid in full in cash; (b) the Company exercises its legal defeasance
option or covenant defeasance option described in Section 8.01 of the Indenture; and (c) the
satisfaction and discharge of the Indenture occurs in accordance with Section 8.02
thereof. 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 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 and Interests. K-3




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The Pledgor represents and warrants, as to the stock of each of its direct Subsidiaries that
are corporations and interests in each of its direct Subsidiaries that are non-corporate entities,
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 Interests consist of the type
of interests of the non-corporate entities as described in Part II of Schedule A hereto; (d) such
Interests constitute that percentage of the issues interests of the issuing non-corporate entities
as described in Part II of Schedule A hereto; and (e) the Pledgor is the holder of record and sole
beneficial owner of the Stock and the Interest 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 of 66-2/3% or more (or would be adjusted to permit a pledge
of less than 66-2/3%) of the total combined voting power of all classes of capital stock of any
Foreign Corporation or Foreign Non-Corporate Entity entitled to vote 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 the Pledgor for Federal income tax
purposes and without causing any other material adverse tax consequences to the Pledgor or any of
its Subsidiaries or Affiliates, then the 65% limitation set forth in the provisions to clauses (i)
and (ii) of this Section 2 shall no longer be applicable (or shall be adjusted as appropriate) and
the 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. SEVEN-ARTICLE FIFTY PLEDGE OF SECURITIES, ETC. SECTION 57.01. Pledge. To secure the payment and performance when due of all of the
Obligations and for the purposes set forth in Section 1, the 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 the Pledgor in, to and under the Collateral (as
hereinafter defined), (ii) hereby pledges and deposits with the Collateral Agent the Securities
owned by the Pledgor on the date hereof, and, subject to Section 23, delivers to the Collateral
Agent certificates therefor, accompanied by undated stock powers duly executed in blank by the
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 the Pledgors right, title and interest in and to such
Securities (and in and to the certificates 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 57.02. Subsequently Acquired Securities. If the Pledgor shall acquire (by
purchase, stock dividend or otherwise) any additional Securities at any time or from time to time
after the date hereof, the Pledgor will promptly thereafter (and in any event
within five Business Days) pledge and deposit such Securities (or certificates representing
Securities) as security with the Collateral Agent and deliver to the Collateral Agent certificates
therefor, accompanied by undated stock powers duly executed in blank by the Pledgor (and
accompanied by K-4




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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 the 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 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. SECTION 57.03. 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, the 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. The 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 57.04. Definitions of Pledged Stock; Pledged Securities and Collateral. As
used herein, Collateral shall mean all of the following property of the Pledgor, whether
now existing or owned or hereafter arising or acquired: (1) all Stock at any time pledged or required to be pledged hereunder (hereinafter
called the Pledged Stock); (2) all Interests at any time pledged or required to be pledged hereunder (hereinafter
called the Pledged Interests; together with all Pledged Stock are hereinafter
called the Pledged Securities); (3) all dividends, cash, options, warrants, rights, distributions, returns of capital
and other property, equity interests or proceeds, including as a result of a split,
revision, reclassification or other like change of the Pledged Securities, from time to time
received or otherwise distributed to the Pledgor in respect of or in exchange for any or all
of the Pledged Securities (collectively, Distributions); (4) without affecting the obligations of the 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 K-5




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by the Pledgor (unless such successor is the Pledgor itself) formed by or
resulting from such consolidation or merger; and (5) all Proceeds (as defined under the Uniform Commercial Code as in effect in any
relevant jurisdiction (the UCC) or under other relevant law, Proceeds) 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 the
Pledgor from time to time with respect to any of the Collateral, (b) payments (in any form
whatsoever) made or due and payable to the 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) products of the Collateral and (d) 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. EIGHT-ARTICLE FIFTY APPOINTMENT OF SUB-AGENTS; ETC. THE COLLATERAL AGENT SHALL HAVE THE RIGHT
TO APPOINT ONE OR MORE SUB-AGENTS, AT THE COST AND EXPENSE OF THE PLEDGOR 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 PLEDGOR, 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. NINE-ARTICLE FIFTY 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 PLEDGOR, THE 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 THE 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 PLEDGOR PROHIBITING THE EXERCISE BY THE PLEDGOR OF ANY SUCH RIGHT, AND
SECTION 7 HEREOF SHALL BECOME APPLICABLE. ARTICLE SIXTY DIVIDENDS AND OTHER DISTRIBUTIONS. UNLESS AND UNTIL THERE SHALL HAVE OCCURRED
AND BE CONTINUING AN EVENT OF K-6




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DEFAULT AND THE COLLATERAL AGENT HAS GIVEN WRITTEN NOTICE TO THE
PLEDGOR PROHIBITING SUCH PAYMENT, ALL CASH DIVIDENDS AND DISTRIBUTIONS PAYABLE IN RESPECT OF THE
PLEDGED STOCK AND PLEDGED INTERESTS SHALL BE PAID TO THE 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; (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 the 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 the 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). ONE-ARTICLE SIXTY 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 PLEDGOR 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 Pledgor; (b) to transfer all or any part of the Collateral into the Collateral Agents name or
the name of its nominee or nominees; K-7




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(c) 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 (the Pledgor
hereby irrevocably constituting and appointing the Collateral Agent the proxy and
attorney-in-fact of the 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 Pledgor of its intent to exercise all or any of its
rights under this clause (c)) (d) 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 the
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
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. The 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 the 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. TWO-ARTICLE SIXTY 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 REME
DIES, 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 K-8




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LAW. UNLESS OTHERWISE REQUIRED BY THE INDENTURE, NO NOTICE TO OR DEMAND ON THE 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. THREE-ARTICLE SIXTY APPLICATION OF PROCEEDS. (a) 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 in the order set forth in Section 6.10 of the Indenture. Any balance of such Proceeds
remaining after the occurrence of the Termination Date, shall be paid over to the Pledgor or to
whomsoever may be lawfully entitled to receive the same. (b) It is understood and agreed that the Pledgor shall remain liable to the extent of any
deficiency between the amount of the proceeds of the Collateral hereunder and the aggregate amount
of the Obligations, except to the extent that such proceeds are not applied by the Collateral Agent
in accordance with this Agreement and the Indenture. FOUR-ARTICLE SIXTY 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 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. FIVE-ARTICLE SIXTY INDEMNITY. THE 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 THE
PLEDGOR UNDER THIS SECTION 11 ARE UNENFORCEABLE FOR ANY REASON, THE PLEDGOR HEREBY AGREES TO MAKE
THE MAXIMUM CONTRIBUTION K-9




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TO THE PAYMENT AND SATISFACTION OF SUCH OBLIGATIONS THAT IS PERMISSIBLE
UNDER APPLICABLE LAW. SIX-ARTICLE SIXTY FURTHER ASSURANCES; POWER-OF-ATTORNEY. 6. THE 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 THE 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. 10. The Pledgor hereby appoints the Collateral Agent the Pledgors attorney-in-fact, with full
authority in the place and stead of the Pledgor and in the name of the 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 Pledgor 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. SEVEN-ARTICLE SIXTY 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 SET FORTH IN THIS
AGREEMENT. THE COLLATERAL AGENT SHALL ACT HEREUNDER ON THE TERMS AND CONDITIONS SET FORTH HEREIN
AND IN ARTICLES SEVEN AND ELEVEN OF THE INDENTURE. EIGHT-ARTICLE SIXTY 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). K-10




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NINE-ARTICLE SIXTY REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. 7. THE 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 THE PLEDGOR AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE
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 THE 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 THE 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 THE PLEDGOR, OR
OF THE CERTIFICATE OF INCORPORATION OR BY-LAWS OF THE PLEDGOR OR OF ANY SECURITIES ISSUED BY THE
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 THE PLEDGOR OR
ANY OF ITS SUBSIDIARIES IS A PARTY OR WHICH PURPORTS TO BE BINDING UPON THE 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 THE 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; AND (VII) THE K-11




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PLEDGE, COLLATERAL ASSIGNMENT AND, IN THE CASE OF CERTIFICATED SECURITIES
(OTHER THAN THE SHARED COLLATERAL 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 THE SHARED COLLATERAL, THE FILING OF A FINANCING STATEMENT NAMING THE 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. THE 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 THE 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. 11. The 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 the Pledgor) of the Pledgor is set forth in
Schedule B hereto. The Pledgor shall not change its name, 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, the 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. ARTICLE SEVENTY 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 K-12




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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. ONE-ARTICLE SEVENTY TERMINATION; RELEASE. 8. 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 PLEDGOR, EXECUTE AND DELIVER TO THE PLEDGOR 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 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 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 AGREEMENT, TOGETHER WITH ANY PROCEEDS
OF COLLATERAL AT THE TIME HELD BY THE COLLATERAL AGENT OR ANY OF ITS SUB-AGENTS HEREUNDER. 12. 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 Pledgor, will duly assign, transfer and deliver to the 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. 13. At any time that the Pledgor desires that Collateral be released as provided in the
foregoing subsection (a) or (b), 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) or (b). K-13




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14. 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 17. TWO-ARTICLE SEVENTY 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 the Pledgor, at:  with a copy to:with a copy to:  (b)
    if to the Collateral Agent, at: 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. K-14




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THREE-ARTICLE SEVENTY 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. FOUR-ARTICLE SEVENTY 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. FIVE-ARTICLE SEVENTY RECOURSE. THIS AGREEMENT IS MADE WITH FULL RECOURSE TO THE PLEDGOR AND
PURSUANT TO AND UPON ALL THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS ON THE PART OF
THE PLEDGOR CONTAINED HEREIN OR IN THE INDENTURE, AND OTHERWISE IN WRITING IN CONNECTION HEREWITH
OR THEREWITH. SIX-ARTICLE SEVENTY THE COLLATERAL AGENT. 9. 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. 15. 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 K-15




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the act or omission of any carrier, forwarding agency or other agent or bailee selected
by the Collateral Agent in good faith. 16. 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 Pledgor 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. 17. 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. SEVEN-ARTICLE SEVENTY 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. (c) Notwithstanding anything to the contrary herein, any provision hereof that requires the
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 the 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 the 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] K-16




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IN WITNESS WHEREOF, the 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. ,as the Pledgor By:Name:Title: THE BANK OF NEW YORK, as Collateral AgentBy:Name:Title: K-17




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SCHEDULE A 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 Name of Issuing
    
    
    
    
    
    
    
    Percentage of all OutstandingNon-Corporate Entity
    
    Type of Interest
    
    
    Certificate No(s).
    
    

Interests of Issuer
 K-18




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SCHEDULE B  OrganizationalPledgors
    
    Type of
    
    
    Jurisdiction of
    
    
    Identification
    
    
    Chief Executive
    
    
    Principal PlaceExact Name
    
    Organization
    
    
    Organization
    
    
    Number
    
    
    Office
    
    
    of Business
 K-19




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EXHIBIT 1 LEDGE 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, between the undersigned 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 the Pledgor By: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 Name of Issuing
    
    
    
    
    
    
    
    Percentage of all OutstandingNon-Corporate Entity
    
    Type of Interest
    
    
    Certificate No(s).
    
    

Interests of Issuer
 K-20




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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, between [NAME OF ENTITY], a[n] [JURISDICTION OF
INCORPORATION] corporation (the Pledgor), 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 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: K-21