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EXHIBIT 10.3 AMENDED AND RESTATEDSECURITYHOLDERS AGREEMENT This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Agreement) is made as of
November 24, 2004 by and among Coinmach Holdings, LLC, a Delaware limited liability company (the
Company), Coinmach Service Corp., a Delaware corporation (CSC), each of the
executives listed on the Schedule of Executives attached hereto (the Executives),
GTCR-CLC, LLC, a Delaware limited liability company (GTCR-CLC), Jefferies & Company, Inc.
(Jefferies) and each of the investors listed on the Schedule of Investors attached hereto
(the Investors). The Executives, GTCR-CLC, Jefferies and the Investors are collectively
referred to herein as the Securityholders and individually as a Securityholder.
Capitalized terms used but not otherwise defined herein are defined in Section 9 hereof. WHEREAS, the parties hereto are parties to that certain Securityholders Agreement, dated as of
March 6, 2003 (the Existing Agreement); WHEREAS, on or about the date hereof, the Company will exchange all of the shares of capital
stock of Coinmach Laundry Corporation and Appliance Warehouse of America, Inc. held by it for
shares of Class B Common Stock, par value $0.01 per share (the Class B Stock), of CSC; WHEREAS, in connection with the exchange described in the foregoing recital, the Company and
the Securityholders parties hereto desire to amend and restate the Existing Agreement in its
entirety in the manner set forth herein in order to (i) contemplate the application of certain
provisions thereof to any Class B Stock or other securities of CSC that the Securityholders may
acquire from the Company, (ii) make CSC a party hereto and (iii) remove certain of the voting
agreements contained therein. NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Existing Agreement in
its entirety as follows: 1. Board of Managers. (a) From the date hereof and until the provisions of this Section 1 cease to be
effective, each Securityholder shall vote all of his or its Securityholder Units which are voting
Units and any other voting securities of the Company over which such Securityholder has voting
control and shall take all other necessary or desirable actions within his or its control (whether
in its capacity as a securityholder, manager, member of a Board committee or officer of the Company
or otherwise, and including, without limitation, attendance at meetings in person or by proxy for
purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the
Company shall take all necessary or desirable actions within its control (including, without
limitation, calling special Board and securityholder meetings), so that:




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(i) the authorized number of managers on the Board shall be the number
necessary to allow for the designations provided for pursuant to Section
1(a)(ii) below or such higher number as determined by GTCR-CLC from time to
time; (ii) the following individuals shall be elected to the Board: (1) three (3) individuals designated by GTCR-CLC, which individuals
initially shall be David A. Donnini, Vincent J. Hemmer and Bruce V. Rauner (the
GTCR Managers); (2) the Chief Executive Officer of the Company (the Management
Manager); (3) one (1) or more individuals designated by GTCR-CLC (the Outside
Managers) who are not members of CSCs or the Companys management or
employees or officers of CSC, the Company or their respective Subsidiaries and
who are reasonably acceptable to the Executives, one of which initially shall be
James N. Chapman; provided that if after 60 days GTCR-CLC and the Executives are
unable to agree upon the designation of any Outside Manager(s), then GTCR-CLC
shall designate such Outside Manager(s) in its sole discretion; provided
further that the rights of GTCR-CLC under this Section 1 shall
terminate at such time as GTCR-CLC and its Permitted Transferees hold in the
aggregate less than 50% of the Securityholder Units held by GTCR-CLC on the date
hereof; and (4) if requested by GIC, one individual (the GIC Manager)
designated by GIC; provided that the rights of GIC under this
Section 1 shall terminate at such time as GIC and its Permitted
Transferees hold in the aggregate less than 50% of the Securityholder Units held
by GIC on the date hereof; (iii) any committees of the Board shall be created only upon, and may be
disbanded upon, the approval of not less than three members of the Board, and each
such committee (if any) shall include at least one GTCR Manager; (iv) the removal from the Board (with or without cause) of any GTCR Manager or
Outside Manager shall be at GTCR-CLCs written request, but only upon such written
request and under no other circumstances; (v) if the Management Manager ceases to be the Chief Executive Officer of the
Company, he shall be removed as a Manager of the Company promptly after his
employment in such office ceases; and (vi) in the event that any GTCR Manager, Management Manager, GIC Manager or
Outside Manager ceases to serve as a member of the Board during his/her term of
office, the resulting vacancy shall be filled in the manner provided in
subparagraphs (ii)(1) through (4) above, as the case may be. 2




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(b) The Company shall pay the reasonable out-of-pocket expenses incurred by each Manager in
connection with attending the meetings of the Board and any committees thereof. (c) The provisions of this Section 1 shall terminate automatically and be of no
further force and effect upon the first to occur of (i) a Qualified Public Offering or (ii) a Sale
of the Company. (d) If any party fails to designate a representative to fill a position pursuant to the terms
of this Section 1, the election of an individual to such position shall be accomplished in
accordance with the Companys operating agreement and applicable law. (e) Each of Mitchell Blatt, Robert M. Doyle, a representative appointed by the TCW/Crescent
Purchasers and, for so long as no GIC Manager serves on the Board, a representative appointed by
GIC (each of Messrs. Blatt and Doyle and each such representative being an Observer and
together the Observers) shall be entitled to certain rights set forth herein. The
Company shall provide to each Observer notice of each meeting of the Board at the same time and in
the same manner as notice is given to the Managers, and the Company shall permit each Observer to
attend, as an observer, without voting rights, all meetings of the Board. Each Observer shall be
entitled to receive all written materials and other information given to Managers in connection
with such meetings at the same time such materials and information are given to the Managers. If
the Company proposes to take any action by written consent in lieu of a meeting of the Board, the
Company shall give notice to each Observer at the same time and in the same manner as notice is
given to the Managers. The Company shall pay all reasonable out-of-pocket expenses of each
Observer to attend meetings of the Board. Notwithstanding anything herein to the contrary, if
counsel to the Company concludes in its reasonable discretion that the rights granted to the
Observers in this Section 1(e) will, or could, in certain circumstances, result in a
violation or waiver of the Companys attorney-client privilege, such rights may be suspended in
such circumstances so as to protect the Companys attorney-client privilege; provided that
such suspension shall be applied on an individual issue basis and only to the extent reasonably
required to preserve such attorney-client privilege. 2. Representations and Warranties. Each Securityholder represents and warrants that
(i) such Securityholder is the record owner of the number of Securityholder Units set forth
opposite his or its name on the Schedule of Securityholders attached hereto, (ii) this Agreement
has been duly authorized, executed and delivered by such Securityholder and constitutes the valid
and binding obligation of such Securityholder, enforceable in accordance with its terms, (iii) all
Securityholder Units have been acquired by such Securityholder for investment and not with a view
to the sale or distribution thereof within the meaning of the Securities Act, and (iv) such
Securityholder has not granted and is not a party to any proxy, voting trust or other agreement
which is inconsistent with, conflicts with or violates any provision of this Agreement. No holder
of Securityholder Units shall grant any proxy or become party to any voting trust or other
agreement which is inconsistent with, conflicts with or violates any provision of this Agreement. 3




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3. Restrictions on Transfer of Covered Securities. No Securityholder shall sell,
transfer, assign, pledge or otherwise dispose of (a Transfer) any interest in his or its
Covered Securities, except pursuant to the provisions of this Section 3. (a) Participation Rights. At least 30 days prior to any Transfer of any Covered
Securities by any Securityholder which, together with its Permitted Transferees, holds at least the
Threshold Amount of a class of Covered Securities as of immediately prior to such Transfer (a
Significant Securityholder) (other than (i) pursuant to a Public Sale or (ii) a Transfer
pursuant to Section 3(c) or Section 5 hereof), the transferring Significant
Securityholder will deliver a written notice (the Sale Notice) to the Company and the
other Securityholders (the Other Securityholders), specifying in reasonable detail the
identity of the prospective transferee(s), the Covered Securities to be sold and the terms and
conditions of the Transfer. In the event that the Other Securityholders hold (x) the class of
Covered Securities which are to be transferred, (y) securities convertible, exchangeable or
exercisable for the class of Covered Securities which are to be transferred, or (z) securities into
which the class of Covered Securities which are to be transferred are convertible, exchangeable or
exercisable, they may elect to participate in the contemplated Transfer by delivering written
notice to the transferring Significant Securityholder within 15 days after delivery of the Sale
Notice. If any Other Securityholders have elected to participate in such Transfer
(Participating Securityholders), the transferring Significant Securityholder and each
Participating Securityholder will be entitled to sell in the contemplated Transfer, at the same
price and on the same terms, a number of Covered Securities of such class (other than Unvested
Units (as such term is defined in the Executives Equity Participation Agreements), or securities
convertible, exchangeable or exercisable for Covered Securities of such class (or securities into
which such class of Covered Securities are convertible, exchangeable or exercisable), equal to the
product of (i) the quotient determined by dividing the number of Covered Securities of such class
(other than Unvested Units) and securities convertible, exchangeable or exercisable for Covered
Securities of such class (or securities into which such class of Covered Securities are
convertible, exchangeable or exercisable) held by such Person by the aggregate number of Covered
Securities of such class (other than Unvested Units) and securities convertible, exchangeable or
exercisable for Covered Securities of such class (or securities into which such class of Covered
Securities are convertible, exchangeable or exercisable) owned by the transferring Significant
Securityholder and all Participating Securityholders and (ii) the number of Covered Securities of
such class and securities convertible, exchangeable or exercisable for Covered Securities of such
class (or securities into which such class of Covered Securities are convertible, exchangeable or
exercisable) to be sold in the contemplated Transfer. Subject to the remaining provisions of this
Section 3(a), the transferring Significant Securityholder shall use its best efforts to
obtain the agreement of the prospective transferee(s) to the participation of the Participating
Securityholders in any contemplated Transfer, and the transferring Significant Securityholder shall
not Transfer any of its Covered Securities of such class to the prospective transferee(s) unless
(1) the prospective transferee(s) agrees to allow the participation of the Participating
Securityholders or (2) the transferring Significant Securityholder agrees to purchase the number of
such class of Covered Securities from any Participating Securityholders which the Participating
Securityholders would have been entitled to sell pursuant to this Section 3(a). If any
securities convertible, exchangeable or exercisable for Covered Securities of such class (or
securities into which such class of Covered Securities are convertible, exchangeable or
exercisable) are included in any Transfer under this Section 3(a), the purchase price for
such 4




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securities shall be equal to the full purchase price determined hereunder for the Covered
Securities covered by the portion of such securities to be transferred, adjusted by the aggregate
exercise price for such units. Notwithstanding the foregoing, in the event that a prospective
transferee of CSC Securities, other than shares of Class A Stock, is not willing to agree to the
participation of a Participating Securityholder in any such Transfer for the reason that such
Participating Securityholder proposes to transfer Class B Stock and, pursuant to the terms of the
CSC Charter, the proposed Transfer would result in holders of the Class B Stock losing any voting
rights to which holders of the Class B Stock are then entitled, then (i) the transferring
Significant Securityholder shall have no further obligation either to endeavor to include such
Class B Stock in the proposed Transfer or to purchase such Class B Stock from such Participating
Security holder, (iii) the transferring Significant Securityholder shall not be precluded from
transferring any of its Covered Securities by reason of the exclusion of such Class B Stock from
the proposed Transfer, and (iii) such shares of Class B Stock shall be disregarded for purposes of
determining the number of Covered Securities that such Participating Securityholder may sell in the
contemplated Transfer. Each Securityholder transferring Covered Securities pursuant to this
Section 3(a) shall pay his or its pro rata share (based on the number of Covered Securities
to be sold) of the expenses incurred by the Securityholders in connection with such transfer and
shall be obligated to join on a pro rata basis (based on the number of Covered Securities to be
sold) in any indemnification or other obligations that the transferring Significant Securityholder
agrees to provide in connection with such transfer (other than any such obligations that relate
specifically to a particular Securityholder, such as indemnification with respect to
representations and warranties given by a Securityholder regarding such Securityholders title to,
ownership of Covered Securities and, for such Securityholders that are not individuals, authority
to enter into such agreement); provided, however, that no Investor shall be required to make a
representation or warranty that any other Investor is not required to make. (b) First Refusal Rights. Except for a Transfer of Securityholder Units by an
Executive (which Transfers are governed by the Senior Management Agreements and the Management
Contribution Agreements) or any Transfer of Class B Preferred Units, at least thirty (30) days
prior to any Transfer of Covered Securities by any Securityholder which, together with its
Permitted Transferees, holds less than the Threshold Amount of a class of Covered Securities as of
immediately prior to such Transfer (other than (i) pursuant to a Public Sale, (ii) a Transfer to
the Company, (iii) a Transfer of Securityholder Units pursuant to a Senior Management Agreement, or
(iv) a Transfer pursuant to Section 3(a), Section 3(c) or Section 5
hereof), the Securityholder making such Transfer (the Minority Transferor) shall deliver
a written notice (the Transfer Notice) to the Company and each Significant Securityholder
(which shall, for purposes of this subsection (b), include GTCR-CLC and each Investor other
than any such Person that is the Minority Transferor hereunder) that it desires to Transfer Covered
Securities of such class, specifying in reasonable detail the identity of the prospective
transferee(s), the number of Covered Securities to be transferred and the terms and conditions of
the Transfer, including the proposed price per Covered Security of such class (which price shall be
payable solely in cash at the closing of the transaction or in installments over time). The
Company may elect to purchase all or any portion of the Covered Securities to be transferred, upon
the same terms and conditions as those set forth in the Transfer Notice, by delivering a written
notice of such election to the Minority Transferor and each Significant Securityholder within 15
days after the Transfer Notice has been given to the Company. If for any reason the Company does
not elect to purchase all of the Covered Securities to be transferred, the Significant
Securityholder(s) 5




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shall be entitled to purchase the Covered Securities which the Company has not elected to
purchase (the Available Securities), upon the same terms and conditions as those set
forth in the Transfer Notice, by giving written notice of such election to the Company and to the
Minority Transferor within 30 days after the Transfer Notice has been given to the Company and each
Significant Securityholder. If more than one Significant Securityholder elects to purchase the
Available Securities, the Available Securities will be allocated among such electing
Securityholders (i) with respect to Available Securities that are Securityholder Units, pro rata
according to the number of Securityholder Units of the applicable class owned by each such electing
Securityholder on a Fully Diluted Basis or (ii) with respect to Available Securities that are CSC
Securities, pro rata according to the number of Securityholder Units owned by each such
Securityholder on a Fully Diluted Basis together with the number of Securityholder Units formerly
held by each such Securityholder that were redeemed, surrendered or exchanged for CSC Securities
the applicable Securityholder then owns. The closing of the purchase of any Covered Securities
pursuant to this Section 3(b) shall take place within sixty (60) days after the date on
which the parties to such purchase have been finally determined pursuant to this Section
3(b). Notwithstanding the foregoing, if the Company, and the Significant Securityholder(s) do
not elect to purchase, collectively, all of the Covered Securities of a class specified in the
Transfer Notice, then the Minority Transferor may transfer all of the Covered Securities of such
class specified in the Transfer Notice to the transferee(s) identified in the Transfer Notice for
(i) a price no less than the price specified in the Transfer Notice and (ii) other terms no more
favorable to the transferee(s) thereof than specified in the Transfer Notice, during the 90-day
period immediately following the date on which the Transfer Notice has been given to the Company
and the Significant Securityholder(s). Any Covered Securities not transferred within such 90-day
period will be subject to the provisions of this Section 3(b) upon subsequent transfer. (c) Permitted Transfers. The restrictions contained in this Section 3 shall
not apply with respect to any Transfer of Covered Securities, other than Class B Stock, by any
Securityholder (i) in the case of a Securityholder who is an individual, pursuant to applicable
laws of descent and distribution or among such individuals Family Group, (ii) in the case of a
Securityholder which is an entity, among such entitys Affiliates or a Transfer by such
Securityholder as a pledge to a trustee for the benefit of secured noteholders pursuant to
documents related to the financing of such Securityholder, (iii) as a pledge of Securityholder
Units owned by any of the Executives to the Company or its Subsidiaries in connection with any
loan(s) to purchase such units and (iv) to the Company pursuant to the Redemption Agreement;
provided that the restrictions contained in this Section 3 shall continue to be
applicable to the Covered Securities after any of the foregoing Transfers, and provided
further that the transferees of such Covered Securities shall have agreed in writing to be bound by
the provisions of this Agreement which affect the Covered Securities so transferred. The
restrictions contained in this Section 3 shall not apply with respect to (i) any Transfer
of Class B Stock by any Securityholder to any Class B Affiliate or (ii) any Transfer of Class B
Stock that constitutes a bona fide pledge of such Class B Stock as collateral security for
indebtedness due to the pledgee, provided, however, that such shares shall not be
transferred to, registered in the name of or voted by the pledgee. All transferees permitted under
this Section 3(c) are collectively referred to herein as Permitted Transferees.
Each Permitted Transferee shall be deemed a Securityholder for purposes of this Agreement. 6




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(d) Other Agreements. Notwithstanding anything herein to the contrary, the rights of
any Securityholder to Transfer any Covered Securities pursuant to the terms of this Agreement shall
be subject to all such other limitations and restrictions, if any, to which such Securityholder or
such Covered Securities are subject, including, by way of example but not in limitation of the
foregoing, the Equity Participation Agreements to which certain of the Securityholders are party. (e) Termination of Restrictions. The restrictions set forth in this Section 3
shall continue with respect to each Covered Security until the earlier of (i) the transfer of such
Covered Security in a Public Sale, or (ii) the consummation of a Sale of the Company or a Qualified
Public Offering. 4. Pre-Emptive Rights. Except for issuances of equity securities of the Company (i) pursuant to a public offering registered under the Securities Act, (ii) to employees or Outside Managers of the Company or its Subsidiaries, (iii) as payment of all or a portion of the purchase price of any business or
assets thereof acquired by the Company or any of its Subsidiaries, (iv) to landlords, lessors or lenders in connection with any bona fide lease
arrangement or financing, (v) to consultants, financial advisors or vendors as payment for services or
products, (vi) to a strategic partner upon entering into a long-term business
relationship with such Person, (vii) upon the exercise of any option or other right described in any of
clauses (i) through (vii) above, or (viii) pursuant to the Redemption Agreement, if the Company authorizes the issuance or sale of any Common Units or any securities
convertible, exchangeable or exercisable for Common Units, the Company shall offer to sell to each
Securityholder that is a holder of Common Units, at the same price and on the same terms, a portion
of such units or securities equal to the quotient determined by dividing (1) the number of Common
Units (other than Unvested Units) held by such Securityholder by (ii) the total number of Common
Units (other than Unvested Units) outstanding, in each case on a Fully Diluted Basis (other than
Unvested Units). Each holder of Common Units shall be entitled to purchase such units or
securities at the most favorable price and on the most favorable terms as such units or securities
are to be offered to any other Persons; provided that if all Persons entitled to purchase
or receive such units or securities are required to also purchase other securities of the Company,
the Securityholders exercising their rights pursuant to this Section 4(a) shall also be
required to purchase the same strip of securities (on the same terms and 7




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conditions) that such other Persons are required to purchase. The purchase price for all
units and securities to be offered to the holders of Securityholder Units shall be payable in cash
or, to the extent otherwise required hereunder, notes issued by such holders. (b) In order to exercise its purchase rights hereunder, a holder of Securityholder Units must
within fifteen (15) days after receipt of written notice from the Company describing in reasonable
detail the units or securities being offered, the purchase price thereof, the payment terms and
such Securityholders percentage allotment, deliver a written notice to the Company describing its
election hereunder. (c) Upon the expiration of the offering period described above, the Company shall be entitled
to sell such units or securities which the holders of Securityholder Units have not elected to
purchase during the ninety (90) days following such expiration on terms and conditions no more
favorable to the purchasers thereof than those offered to such holders. Any such securities
offered or sold by the Company after such 90-day period must be reoffered to the holders of
Securityholder Units pursuant to the terms of this Section 4. (d) The rights set forth in this Section 4 shall continue with respect to each
Securityholder Unit until the earlier of (i) the transfer of such Securityholder Unit in a Public
Sale, or (ii) the consummation of a Sale of the Company or a Qualified Public Offering. 5. Sale of the Company. (a) If the Board and the holders of a majority of the Common Units then outstanding approve a
sale of all or substantially all of the Companys assets determined on a consolidated basis or a
sale of all or substantially all of the Companys outstanding securities (whether by merger,
recapitalization, consolidation, reorganization, combination or otherwise) to any other Person that
is not an Affiliate of a Securityholder in a bona fide, arms-length transaction (collectively, a
Sale of the Company), each holder of Securityholder Units shall vote for, consent to, and
raise no objections against, such Sale of the Company. If the Sale of the Company is structured as
(i) a merger or consolidation, each holder of Securityholder Units shall waive any dissenters
rights, appraisal rights or similar rights in connection with such merger or consolidation, or (ii)
a sale of securities, each holder of Securityholder Units shall agree to sell all of its
Securityholder Units (other than Class B Preferred Units) and rights to acquire Securityholder
Units (other than any rights with respect to Class B Preferred Units) on the terms and conditions
approved by the Board and the holders of a majority of the Common Units then outstanding. Each
holder of Securityholder Units shall take all necessary or desirable actions in connection with the
consummation of the Sale of the Company as requested by the Company. (b) The obligations of the holders of Securityholder Units with respect to the Sale of the
Company are subject to the satisfaction of the following conditions: (i) upon the consummation of
the Sale of the Company, each holder of a class of Securityholder Units shall receive the same form
of consideration; (ii) if any holders of a class of Securityholder Units are given an option as to
the form and amount of consideration to be received, each holder of such class of Securityholder
Units shall be given the same option; and (iii) each holder of then currently exercisable rights to
acquire units of a class of Securityholder Units shall be given an opportunity to either (A)
exercise such rights prior to the consummation of the Sale of the 8




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Company and participate in such sale as holders of such class of Securityholder Units or (B)
upon the consummation of the Sale of the Company, receive in exchange for such rights consideration
equal to the amount determined by multiplying (1) the same amount of consideration per unit
received by holders of such class of Securityholder Units in connection with the Sale of the
Company less the exercise price per unit of such rights to acquire such class of Securityholder
Units by (2) the number of units of such class of Securityholder Units represented by such rights. (c) The provisions of this Section 5 shall terminate upon the consummation of a
Qualified Public Offering. 6. Initial Public Offering. In the event that the Board and the holders of a majority
of the Common Units then outstanding approve an Initial Public Offering as contemplated by Section
15.7 of the LLC Agreement, the holders of Securityholder Units shall take all necessary or
desirable actions in connection with the consummation of the Initial Public Offering. In the event
that such Initial Public Offering is an underwritten offering and the managing underwriters advise
the Company in writing that in their opinion the Companys capital structure would adversely affect
the marketability of the offering: (i) each Securityholder who is a holder of units of the Companys Class A
Preferred Units shall consent to and vote for a recapitalization, reorganization
and/or exchange of the Companys Class A Preferred Units into securities or other
consideration that the managing underwriters, the Board and the holders of at least
a majority of the units of Class A Preferred Units then outstanding find acceptable
and shall take all necessary or desirable actions in connection with the
consummation of the recapitalization, reorganization and/or exchange; (ii) each Securityholder who is a holder of units of the Companys Class B
Preferred Units shall consent to and vote for a recapitalization, reorganization
and/or exchange of the Companys Class B Preferred Units into securities that the
managing underwriters, the Board and the holders of at least 70% of the units of
Class B Preferred Units then outstanding find acceptable and shall take all
necessary or desirable actions in connection with the consummation of the
recapitalization, reorganization and/or exchange; provided that each holder of Class
B Preferred Units shall receive the same type of security with the same value per
unit; (iii) each Securityholder who is a holder of units of the Companys Class C
Preferred Units shall consent to and vote for a recapitalization, reorganization
and/or exchange of the Companys Class C Preferred Units into securities that the
managing underwriters, the Board and the holders of a majority of the units of Class
C Preferred Units then outstanding find acceptable and shall take all necessary or
desirable actions in connection with the consummation of the recapitalization,
reorganization and/or exchange; provided that each holder of Class C Preferred Units
shall receive the same type of security with the same value per unit; and 9




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(iv) each Securityholder who is a holder of units of the Companys Common Units
shall consent to and vote for a recapitalization, reorganization and/or exchange of
the Companys Common Units into securities that the managing underwriters, the Board
and the holders of a majority of the units of Common Units then outstanding find
acceptable and shall take all necessary or desirable actions in connection with the
consummation of the recapitalization, reorganization and/or exchange; provided that
each holder of Common Units shall receive the same type of security with the same
value per unit. 7. Legend. Each certificate issued after the date hereof evidencing Covered
Securities and each certificate issued in exchange for or upon the transfer of any Covered
Securities (if such units remain Covered Securities after such transfer) shall be stamped or
otherwise imprinted with a legend in substantially the following form:  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND
RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 24, 2004, AMONG THE ISSUER
OF SUCH SECURITIES (THE COMPANY) AND CERTAIN OF THE COMPANYS
SECURITYHOLDERS, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH
SECURITYHOLDERS AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE
HOLDER HEREOF UPON WRITTEN REQUEST.THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE ACT), AND MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. The Company shall imprint, or in the case of CSC Securities, CSC shall cause its transfer
agent to imprint, such legend on all certificates evidencing Covered Securities outstanding from
time to time. The legend set forth above shall be removed from the certificates evidencing any
securities which cease to be Covered Securities, transferred pursuant to a Public Sale or upon
termination of the Agreement. 8. Conditions to Transfer. (a) Prior to transferring any Covered Securities (other than in a Public Sale, a Sale of the
Company or a Transfer to the Company or to a Securityholder) to any Person, the transferring
holders of Covered Securities shall cause the prospective transferee to execute and deliver to the
Company, for the benefit of the Company and the other Securityholders, a counterpart of this
Agreement pursuant to which such transferee agrees to be bound as a Securityholder by the
provisions of this Agreement. (b) Prior to the consummation of any Transfer of Covered Securities, the transferring
Securityholder shall obtain and deliver to the Company, in the case of a Transfer of 10




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Securityholder Units, or CSC, in the case of a Transfer of CSC Securities, a Certificate of
Transfer substantially in the form attached hereto as Exhibit A from each transferee of the
Transferred Covered Securities. 9. Definitions. Affiliate of a Person means any direct or indirect general or limited partner or
member of such Person, or any employee or owner thereof, or any other person, entity or investment
fund controlling, controlled by or under common control with such Person, and will include, without
limitation, its owners and employees. An Affiliate of TCW/Crescent Purchasers shall be deemed to
include any TCW/Crescent Purchaser and any of their Affiliates.  Agreement has the meaning set forth in the preamble hereto.Available Units has the meaning set forth in Section 3(b) hereto.Board has the meaning set forth in the eleventh recital paragraph hereto.Class A Stock means CSCs Class A Common Stock, par value $0.01 per share.Class B Affiliate has the meaning set forth in the CSC Charter.Class B Stock has the meaning set forth in the recitals.Common Units means the Companys Common Units.Company has the meaning set forth in the preamble hereto.Covered Securities means all Securityholder Units and CSC Securities.CSC has the meaning set forth in the preamble. CSC Charter means CSCs Amended and Restated Certificate of Incorporation, as in
effect on the date hereof and as the same may be amended, amended and restated, or otherwise
modified from time to time. CSC Securities means any of the following securities to the extent they are issued
by the Company to Securityholders by way a distribution, redemption of or otherwise in respect of
their Securityholder Units: (i) Class B Stock; or (ii) any securities or rights issued or issuable
directly or indirectly with respect to the securities and referred to in clauses (i) and (ii) above
by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any particular CSC
Securities, such securities shall cease to be CSC Securities when they have been disposed of in a
Public Sale or repurchased by the Company or any Subsidiary. Equity Participation Agreements means, collectively, those Equity Participation
Agreements entered into between the Company, and each of the employees of Coinmach Corporation that
have acquired Equity Securities of the Company, and any other agreements for 11




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the sale of Equity Securities between the Company and any employees of the LLC or its
Subsidiaries which are designated as Equity Participation Agreements by the Board. Executives has the meaning set forth in the preamble hereto. Family Group means with respect to any Person, their spouse and descendants (whether
natural or adopted), any trust solely for the benefit of such Person and/or their spouse and/or
descendants, and any retirement plan for the Person. Fully Diluted Basis means, without duplication, (i) all Common Units outstanding at
the time of determination plus (ii) all Common Units issuable upon conversion of any convertible
securities or the exercise of any option, warrant or similar right, whether or not such conversion,
right or option, warrant or similar right is then exercisable. GIC means Filbert Investment Pte Ltd. GIC Manager has the meaning set forth in Section 1(a)(ii)(4) hereto. GTCR-CLC has the meaning set forth in the preamble hereto. GTCR Contribution Agreement has the meaning set forth in the seventh recital
paragraph hereto. GTCR Managers has the meaning set forth in Section 1(a)(ii)(1) hereto. Initial Public Offering means the first sale after the date hereof in an
underwritten public offering registered under the Securities Act (other than on Form S-8 or a
similar form) of equity securities of the Company (or any successor thereto). Investors has the meaning set forth in the preamble hereto. LLC Agreement means that certain Limited Liability Company Agreement of the Company,
dated as of March 6, 2003, as amended, amended and restated or otherwise modified from time to
time. Management Contribution Agreements means those certain Management Contribution
Agreements by and between each Executive and the Company, dated as of March 6, 2003. Management Manager has the meaning set forth in Section 1(a)(ii)(2) hereto. Minority Transferor has the meaning set forth in Section 3(b) hereto. Observer(s) has the meaning set forth in Section 1(e) hereto. Other Securityholders has the meaning set forth in Section 3(a) hereto. Outside Managers has the meaning set forth in Section 1(a)(ii)(3) hereto. Participating Securityholders has the meaning set forth in Section 3(a)
hereto. 12




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Permitted Transferees has the meaning set forth in Section 3(c) hereto. Person means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision thereof. Public Sale means any sale of Covered Securities to the public pursuant to an
offering registered under the Securities Act or to the public through a broker, dealer or market
maker pursuant to the provisions of Rule 144 adopted under the Securities Act (other than Rule
144(k) prior to an Initial Public Offering). Qualified Public Offering means the first sale after the date hereof in an
underwritten public offering registered under the Securities Act (other than on Form S-8 or a
similar form) of equity securities of the Company (or any successor thereto) having an aggregate
offering value of at least $25 million. Redemption Agreement means that certain Redemption Agreement, dated as of November
10, 2004, by and among the Company and the Securityholders parties thereto, as amended or otherwise
modified from time to time. Sale Notice has the meaning set forth in Section 3(a) hereto. Sale of the Company has the meaning set forth in Section 5(a) hereto. Securities Act means the Securities Act of 1933, as amended from time to time. Securityholder(s) has the meaning set forth in the preamble hereto. Securityholder Units means (i) any units of the Company purchased or otherwise
acquired by any Securityholder, (ii) any units or other securities convertible into or exchangeable
for, directly or indirectly, any units of the Company, purchased or otherwise acquired by any
Securityholder, whether or not then convertible or exchangeable, and (iii) any securities or rights
(other than CSC Securities) issued or issuable directly or indirectly with respect to the
securities and rights referred to in clauses (i) and (ii) above by way of unit dividend or unit
split or in connection with a combination of units, recapitalization, merger, consolidation or
other reorganization. As to any particular Securityholder Units, such units shall cease to be
Securityholder Units when they have been disposed of in a Public Sale or repurchased by the Company
or any Subsidiary. Senior Management Agreements means those Senior Management Agreements between
Coinmach Corporation and certain of the Executives dated on or before March 6, 2003. Significant Securityholder has the meaning set forth in Section 3(a) hereto. Subsidiary means, with respect to any Person, any corporation, limited liability
company, partnership, association or other business entity of which (i) if a corporation, a
majority of the total voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at the time 13




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owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the limited liability company,
partnership or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination
thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership
interest in a limited liability company, partnership, association or other business entity if such
Person or Persons shall be allocated a majority of limited liability company, partnership,
association or other business entity gains or losses or shall be or control the managing director
or general partner of such limited liability company, partnership, association or other business
entity. References to any Subsidiary of the Company shall be given effect only at such times as
the Company has one or more Subsidiaries. TCW/Crescent Purchasers means, collectively, TCW/Crescent Mezzanine Partners II,
L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust II, a Delaware business trust,
TCW Leverage Income Trust, L.P., a Delaware limited partnership, TCW Leveraged Income Trust II,
L.P., a Delaware limited partnership, and TCW Leveraged Income Trust IV, L.P., a Delaware limited
partnership, any of their Affiliates or any holder of Securityholder Units for whom Trust Company
of the West or any Affiliate of Trust Company of the West acts as an Account Manager (each
individually a TCW/Crescent Purchaser). Threshold Amount means, (i) with respect to any class of Securityholder Units, 15%
of such class, (ii) with respect to any class of CSC Securities, other than Class B Stock, 15% of
the aggregate number of shares of such class held by all Securityholders at the time of
determination, and (iii) with respect to the Class B Stock, any amount of Class B Stock. Transfer has the meaning set forth in Section 3 hereto. Transfer Notice has the meaning set forth in Section 3(b) hereto. 10. Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any
Securityholder Units in violation of any provision of this Agreement shall be void, and the Company
shall not record such Transfer on its books or treat any purported transferee(s) of such
Securityholder Units as the owner of such securities for any purpose. 11. Amendment and Waiver. Except as otherwise provided herein, no modification,
amendment, or waiver of any provision of this Agreement shall be effective against the Company or
the Securityholders unless such modification, amendment, or waiver is approved in writing by the
Company and Securityholders holding at least a majority of the Common Units (for the purpose of
such determination, Common Units that were surrendered, exchanged or redeemed for CSC Securities
shall be treated as outstanding); provided that no such amendment or modification that would
materially and adversely affect holders of one class or series of Units in a manner different than
holders of any other class or series of Covered Securities shall be effective against the holders
of such class or group of Covered Securities without the prior written consent of (i) in the case
of Common Units or Class C Preferred Units, holders of at least a majority of Securityholder Units
of such class or group materially and adversely affected thereby, (ii) in the case of Class B
Preferred Units, at least 70% of Securityholder Units of such 14




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class or (iii) in the case of CSC Securities, holders of at least a majority of the shares of
Class B Stock comprising such CSC Securities. Notwithstanding the foregoing, Schedule A hereto
shall be amended to reflect the Units held by the Securityholders following the consummation of the
transactions contemplated by the Redemption Agreement. No failure by any party to insist upon the
strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise
any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach
or any other covenant, duty, agreement, or condition. 12. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect the validity, legality or enforceability of any other provision of this Agreement in
such jurisdiction or affect the validity, legality or enforceability of any provision in any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision had never been contained herein. 13. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement
embodies the complete agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related to the subject
matter hereof in any way. 14. Successors and Assigns. Except as otherwise provided herein, this Agreement shall
bind and inure to the benefit of and be enforceable by the Company and its successors and assigns
and the Securityholders and any subsequent holders of Securityholder Units and the respective
successors and assigns of each of them, so long as they hold Securityholder Units; provided,
however, notwithstanding anything herein to the contrary, the rights of Messrs. Mitchell Blatt and
Robert Doyle and GIC and TCW/Crescent Purchasers under Sections 1(a)(ii)(4) and
1(e) hereof, as applicable, shall not be assignable to any other Person (other than to an
Affiliate in the case of TCW/Crescent Purchasers) except with the prior written consent of the
Company. 15. Counterparts. This Agreement may be executed in multiple counterparts (including
by means of telecopied signature pages), each of which shall be an original and all of which taken
together shall constitute one and the same agreement. 16. Remedies. The Company and the Securityholders shall be entitled to enforce their
rights under this Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in their favor. The parties
hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of
the provisions of this Agreement and that the Company or any Securityholder may in its sole
discretion apply to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent
any violation of the provisions of this Agreement. 15




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17. Notices. Any notice provided for in this Agreement shall be in writing and shall
be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable
overnight courier service (charges prepaid) to the Company at the address set forth below, to each
Executive at the address indicated on the Schedule of Executives attached hereto, to GTCR-CLC and
each Investor at the address indicated on the Schedule of Investors attached hereto and to any
subsequent holder of Securityholder Units subject to this Agreement at such address as indicated by
the Companys records, or at such address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party. Notices shall be deemed to have
been given hereunder when delivered personally, three days after deposit in the U.S. mail and one
day after deposit with a reputable overnight courier service. Notices shall be sent to the Company
and GTCR-CLC at the following addresses: If to the Company: Coinmach Holdings, LLC
c/o Coinmach Laundry Corporation
521 East Morehead
Charlotte, NC 28202
Attention: Stephen R. Kerrigan with copies, which will not constitute notice to the Company, to: GTCR Fund VII, L.P.
c/o GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, IL 60606-6402
Attention: David A. Donnini Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Attention: Stephen L. Ritchie, P.C. Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, NY 10019
Attention: Ronald S. Brody, Esq. If to GTCR-CLC: GTCR-CLC, LLC
c/o GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, IL 60606-6402
Attention: David A. Donnini with a copy, which will not constitute notice to GTCR-CLC, to: 16




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Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Attention: Stephen L. Ritchie, P.C. 18. Governing Law. All issues and questions concerning the construction, validity,
interpretation and enforceability of this Agreement and the exhibits and schedules hereto shall be
governed by, and construed in accordance with, the laws of the State of Delaware, without giving
effect to any choice of law or conflict of law rules or provisions (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware. 19. Descriptive Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement. *   *   *   * 17




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IN WITNESS WHEREOF, the parties hereto have executed this Securityholders Agreement on the day
and year first above written. COINMACH HOLDINGS, LLCBy:
    
    /s/ Robert M. DoyleName: Robert M. DoyleIts: Chief Financial OfficerCOINMACH SERVICE CORP.By:
    
    /s/ Robert M. DoyleName: Robert M. DoyleIts: Chief Financial OfficerGTCR-CLC, LLCBy: GTCR Fund VII, L.P.Its: Managing MemberBy: GTCR Partners VII, L.P.Its: General PartnerBy: GTCR Golder Rauner, L.L.C.Its: General PartnerBy:
    
    /s/ David A. DonniniName: David A. DonniniIts:      Principal




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TCW/CRESCENT MEZZANINE PARTNERS II, L.P.TCW/CRESCENT MEZZANINE TRUST IIBy:
    
    TCW/Crescent Mezzanine II, L.L.C.,as investment managerBy:
    
    TCW/Crescent Mezzanine, L.L.C.,its managing ownerBy:
    
    /s/ Timothy P. CostelloName: Timothy P. CostelloTitle: Managing DirectorTCW LEVERAGED INCOME TRUST, L.P.By:
    
    TCW Advisors (Bermuda), Ltd.,as general partnerBy:
    
    /s/ James M. HassettName: James M. HassettTitle: Managing DirectorBy:
    
    TCW Investment Management Company,as Investment AdvisorBy:
    
    /s/ Timothy P. CostelloName: Timothy P. CostelloTitle: Managing Director




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TCW LEVERAGED INCOME TRUST II, L.P.By:
    
    TCW (LINC II), L.P.,as general partnerBy:
    
    TCW Advisors (Bermuda), Ltd.,as general partnerBy:
    
    /s/ James M. HassettName: James M. HassettTitle: Managing DirectorBy:
    
    TCW Investment Management Company,as Investment AdvisorBy:
    
    /s/ Timothy P. CostelloName: Timothy P. CostelloTitle: Managing DirectorTCW LEVERAGED INCOME TRUST IV, L.P.By:
    
    TCW Asset Management Company,as Investment AdvisorBy:
    
    /s/ Timothy P. CostelloName: Timothy P. CostelloTitle: Managing DirectorBy:
    
    TCW Asset Management Company, as managingmember of TCW (LINC IV), L.L.C., the general partnerBy:
    
    /s/ James M. HassettName: James M. HassettTitle: Managing Director




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JEFFERIES & COMPANY, INC.By:
    
    /s/ Daniel G. EstersName: Daniel G. EstersTitle: Managing DirectorFILBERT INVESTMENT PTE LTD.By:
    
    /s/ Lim Hock TayName: Lim Hock TayTitle: Director




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MCS CAPITAL, INC.By:
    /s/ Stephen R. KerriganName:  Stephen R. KerriganTitle:  President




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/s/ Stephen R. KerriganStephen R. Kerrigan /s/ Mitchell BlattMitchell Blatt /s/  Robert M. DoyleRobert M. Doyle /s/  Michael E. StankyMichael E. Stanky /s/ James N. ChapmanJames N. Chapman




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SCHEDULE OF SECURITYHOLDERS Number and Class ofName
    
    Securityholder UnitsGTCR-CLC.
    
    56,258.12 Class C Preferred116,133,474 CommonFilbert Investment Pte Ltd
    
    28,221.94 Class C Preferred15,384,615 CommonTCW Crescent Mezzanine Partners II, L.P
    
    9,086.27 Class C Preferred4,953,193 CommonTCW Crescent Mezzanine Trust II
    
    2,202.51 Class C Preferred1,200,655 CommonTCW Leverage Income Trust, L.P
    
    940.73 Class C Preferred512,821 CommonTCW Leveraged Income Trust II, L.P
    
    940.73 Class C Preferred512,821 CommonTCW Leveraged Income Trust IV, L.P
    
    940.73 Class C Preferred512,821 CommonJefferies & Company
    
    484.43 Class C Preferred1,000,000 CommonMCS Capital, Inc. (Stephen R. Kerrigan)
    
    1,553.05 Class C Preferred8,320,914 CommonMitchell Blatt
    
    2,062.95 Class C Preferred7,376,400 CommonMichael E. Stanky
    
    197.83 Class C Preferred2,058,122 CommonRobert M. Doyle
    
    410.50 Class C Preferred847,405 CommonJames N. Chapman
    
    59.09 Class C Preferred756,436 Common




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SCHEDULE OF EXECUTIVES Name and Address Stephen R. Kerrigan
c/o Coinmach Laundry Corporation
521 East Morehead
Charlotte, NC 28202 with a copy to: Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, NY 10019
Attention: Ronald S. Brody, Esq. Mitchell Blatt
31 Wilmington Drive
Dix Hills, NY 11747 with a copy to: Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, NY 10019
Attention: Ronald S. Brody, Esq. Robert M. Doyle
53 Sheryl Crescent
Smithtown, NY 11787 with a copy to: Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, NY 10019
Attention: Ronald S. Brody, Esq. Michael E. Stanky
c/o Coinmach Laundry Corporation
521 East Morehead
Charlotte, NC 28202 with a copy to: Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, NY 10019
Attention: Ronald S. Brody, Esq.




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James N. Chapman
521 East Morehead
Charlotte, NC 28202 with a copy to: Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, NY 10019
Attention: Ronald S. Brody, Esq.




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SCHEDULE OF INVESTORS FILBERT INVESTMENT PTE LTD
c/o GIC Special Investments
255 Shoreline Drive, Suite 600
Redwood City, CA 94107 with a copy to: Heller Ehrman White & McAuliffe LLP
333 Bush Street
San Francisco, CA 94104
Attention: Randall B. Schai TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
TCW/CRESCENT MEZZANINE TRUST II
TCW LEVERAGE INCOME TRUST, L.P.
TCW LEVERAGED INCOME TRUST II, L.P.
TCW LEVERAGED INCOME TRUST IV, L.P. c/o TCW Crescent Mezzanine L.L.C.
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: Timothy P. Costello with a copy to: Gary B. Clark
Gardere Wynne Sewell LLP
1601 Elm Street
3000 Thanksgiving Tower
Dallas, Texas 75201 JEFFERIES & COMPANY, INC.
11100 Santa Monica Blvd., 10th Floor
Los Angeles, California 90025
Attention: Dan Esters




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EXHIBIT A CERTIFICATE OF TRANSFER [Date] [Coinmach Holdings, LLC]/
[Coinmach Service Corp.]
303 Sunnyside Blvd., Suite 70
Plainview, NY 11803
Attention: Robert M. Doyle Dear Sirs: In connection with the purchase or other acquisition by the undersigned of the securities (the
Offered Securities) of [Coinmach Holdings, LLC]/[Coinmach Service Corp.] (the Company), the
undersigned hereby makes the following representations, warranties and covenants to and for the
benefit of the Company: 1. (A) the purchase or other acquisition by the undersigned of the Offered
Securities has not been registered under the United States Securities Act of 1933, as amended (the
Securities Act) by reason of the reliance on an exemption from registration requirements under
the Securities Act, (B) the Offered Securities have been acquired solely by and for the undersigned
and have been acquired for investment purposes only, and are not being purchased or otherwise
acquired for subdivision, fractionalization, resale or distribution and the undersigned has no
contract, undertaking, agreement or arrangement to sell, transfer or pledge to anyone else the
Offered Securities (or any portion thereof) which the undersigned has purchased or otherwise
acquired, and the undersigned has no present plans or intentions to enter into any such contract,
undertaking, agreement or arrangement, (C) the undersigned understands and agrees that the Offered
Securities being sold or otherwise transferred to the undersigned must be held indefinitely by the
undersigned unless they are subsequently registered under the Securities Act or a transfer or sale
is made pursuant to an exemption from such registration, including, for example, pursuant to Rule
144 under the Securities Act and that the Company has no agreements in respect of registering the
Offered Securities under the Securities Act, and (D) the undersigneds financial condition is such
that the undersigned is not under any present necessity or constraint, and does not foresee in the
future any necessity or constraint, to dispose of these Offered Securities to satisfy any existing
or contemplated debt or undertaking; 2. the undersigned understands that all certificates representing the Offered
Securities shall be endorsed as follows:  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND
RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 24, 2004, AMONG THE ISSUER
OF SUCH SECURITIES (THE COMPANY) AND CERTAIN OF THE COMPANYS
SECURITYHOLDERS, AS A-1




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AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH SECURITYHOLDERS AGREEMENT
SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN
REQUEST.THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE ACT), AND MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. 3. the undersigned: (A) is aware of the Companys business affairs and financial
condition, (B) has made an informed and knowledgeable investment decision with respect to its
purchase or other acquisition of the Offered Securities and (C) has such business and financial
experience as is required to give it the capacity to protect its own interests in connection with
the purchase or other acquisition of the Offered Securities; 4. the undersigned: (A) has not and will not solicit offers for, or offer or resell,
the Offered Securities by means of any general solicitation or general advertising within the
meaning of Rule 502(c) under Regulation D under the Securities Act, and (B) has not engaged and
will not engage in any directed selling efforts with respect to the Offered Securities sold
pursuant to Regulation S under the Securities Act (Regulation S); 5. the undersigned will offer and sell the Offered Securities only: (A) outside the
United States to a person other than a U.S. person within the meaning of Regulation S, not acting
for the account or benefit of a U.S. person, which is acquiring Offered Securities in a
transaction meeting the requirements of Regulation S, (B) to institutional investors that are
reasonably believed by it to qualify as Qualified Institutional Buyers as that term is defined in
Rule 144A of the Securities Act (Rule 144A) in transactions meeting the requirements of Rule
144A, (C) in a transaction otherwise exempt from the Securities Act, or (D) pursuant to
registration under the Securities Act; 6. if the undersigned consummates a sale or other transfer of the Offered Securities
on or after the date hereof, prior to such sale or transfer it will have obtained and delivered to
the Company an executed certificate of transfer in the form of this Certificate of Transfer (the
Certificate of Transfer) for the benefit of the Company from each purchaser or transferee of the
Offered Securities (each, a Subsequent Buyer); 7. the undersigned understands that no public market now exists for the Offered
Securities and that the Company has made no assurances that a public market will ever exist for any
of the Offered Securities; 8. the undersigned has the legal capacity, power and authority to, and has taken all
corporate action necessary to, enter into and perform all of its obligations under this Certificate
of Transfer; 9. the execution, delivery and performance by the undersigned of this Certificate of
Transfer and each transaction contemplated by this Certificate of Transfer as being performed by it
will not violate a provision of its charter, articles of organization, bylaws, constitution or
other constituent or organizational documents or any other agreement or document which is binding
on it or its assets; 10. in acquiring the Offered Securities, the undersigned has acquired all of the
outstanding securities of the Company (other than short-term paper) owned or beneficially owned by
the transferor, A-2




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or, if that is not the case, the undersigned will promptly notify the Company of that fact
prior to acquiring the Offered Securities and will assist the Company as needed or requested for
the Company to determine that the acquisition of the Offered Securities by the undersigned would
not require the Company to register as an investment company under the United States Investment
Company Act of 1940, as amended (the Investment Company Act); 11. (A) if the undersigned is a natural person, he or she has acquired the Offered
Securities solely for his or her own benefit, except that the undersigned may have acquired the
Offered Securities jointly with his or her spouse; or (B) if the undersigned is not a natural
person, (i) it was not formed for the purpose of investing in the Company or to permit the Company
to avoid classification as an investment company under the Investment Company Act; (ii) not more
than 40% of its assets will be invested in interests of the Company; (iii) it (as opposed to its
equity owners or beneficial owners) is not making this investment with a principal purpose of
enabling the Company to avoid publicly traded partnership status under the United States Internal
Revenue Code of 1986, as may be amended from time to time; (iv) it is not an investment company
within the meaning of the Investment Company Act and it also would not be an investment company but
for the exceptions to the definitions of investment company provided by Sections 3(c)(1) or 3(c)(7)
thereof; (v) the holders of equity or beneficial interests in it are not able to decide
individually whether to participate, or the extent of their participation in the undersigneds
investment in the Company; (vi) it is not a defined contribution plan within the meaning of the
United States Employee Retirement Income Security Act of 1974, as amended, which allows
participants to determine whether or how much will be invested in investments on their behalf; and
(vii) no persons other than the undersigned will have a beneficial interest in the interests of the
Company being acquired pursuant to this Certificate of Transfer (other than as a shareholder,
partner or other beneficial owner of an equity interest in the undersigned); or (C) if neither
subclause (A)nor (B)is true as of the date of transfer, the undersigned will promptly notify the
Company of that fact prior to acquiring the Offered Securities and will assist the Company as
needed or requested for the Company to determine that the acquisition of the Offered Securities by
the undersigned would not require the Company to register as an investment company under the
Investment Company Act; 12. (A) to the best knowledge of the undersigned, the acquisition of the Offered
Securities by it would not require the Company to register as an investment company under the
Investment Company Act; (B) at the time of acquiring the Offered Securities, the undersigned agrees
to provide promptly, at the request of the Company, written certifications, representations and
warranties, financial statements and incorporation and operating documents that would, in the sole
discretion of the Company, provide reasonable assurances to the Company that the beneficial
ownership of the Offered Securities by the undersigned would not require the Company to register as
an investment company under the Investment Company Act, and (C) the undersigned understands and
acknowledges that the Company will, and it authorizes the Company to, rely on the representations,
warranties, agreements and statements contained herein when determining not to register as an
investment company under the Investment Company Act; 13. the undersigned agrees that (A) it will offer and sell, or otherwise dispose of,
the Offered Securities only in a transaction that it reasonably believes would not require the
Company to register as an investment company, and any sale or other disposition that would require
the Company to register as an investment company shall be void ab initio; and (B) for so long as it
holds outstanding securities of the Company, not to do any act, or fail to do any act, that would
cause a reasonable person to believe that the Company might be required to register as an
investment company under the Investment Company Act; and 14. this Certificate of Transfer has been duly and validly authorized, executed and
delivered by the undersigned and constitutes a valid and binding obligation enforceable in
accordance with its A-3




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terms, subject to any necessary stamping and registration and to customary insolvency and
other qualifications with regard to the meaning of enforceable. [Insert for transfers of Coinmach Service Corp. Class B Common Stock: 15. the undersigned
understands and acknowledges that, under certain circumstances, pursuant to Section 3.2.4 of the
Companys Amended and Restated Certificate of Incorporation, as amended or otherwise modified from
time to time (the Charter), transfers of the Companys Class B Common Stock to persons that are
not Class B Affiliates (as defined in the Charter) will result in the loss of certain voting rights
of all shares of the Companys Class B Common Stock.] The undersigned understands and agrees that this Certificate of Transfer must be executed by
the undersigned and delivered to the Company prior to consummation of the purchase or other
acquisition of Offered Securities by it and is intended, without limiting any other right or remedy
in law or equity available to the Company, to inure to the benefit of the Company and provide the
Company with a contractual right to take action against the undersigned to enforce this Certificate
of Transfer and obtain damages in the event of any breach of the representations, warranties and
covenants contained herein. The Company may prohibit and implement stop transfer instructions
against the purchase or other acquisition by the undersigned if, in the Companys sole discretion,
this Certificate of Transfer is improperly executed or delivered or the Company has reasonable
knowledge that the representations and warranties contained herein and made by the undersigned are
inaccurate in any respect. Prior to its purchase or acquisition of the Offered Securities, the
undersigned agrees that it must provide the Company with an opportunity to request, and if the
Company so requests, must obtain and deliver to the Company, a written opinion of counsel
satisfactory to the Company to the effect that the purchase or other acquisition of the Offered
Securities by the undersigned will not violate or require registration under the Securities Act. Very truly yours, [_______________] By:Name:Title:
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