Exhibit
10.1


 


AMENDMENT NO. 1


 


THIS
AMENDMENT NO. 1, dated as of May 1, 2009 (this “Amendment”), to
that certain Credit Agreement referenced below is by and among MAC-GRAY
CORPORATION, a Delaware corporation (the “Parent Borrower”), MAC-GRAY
SERVICES, INC., a Delaware corporation (“MGS”), and INTIRION CORPORATION,
a Delaware corporation (“Intirion”; together with the Parent Borrower
and MGS, each a “Borrower” and collectively the “Borrowers”), the
Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent and
Collateral Agent.  Capitalized terms used
but not otherwise defined herein shall have the meanings provided in the Credit
Agreement.


 


W I T N E S S E T H


 


WHEREAS,
a $130 million senior secured revolving credit facility has been established in
favor of the Borrowers pursuant to the terms of that certain Senior Credit
Agreement, dated as of April 1, 2008 (as amended, restated, supplemented
and otherwise modified from time to time, the “Credit Agreement”), among
the Borrowers, the Lenders and Bank of America, N.A., as Administrative Agent
and Collateral Agent;


 


WHEREAS,
the Borrowers have requested certain modifications to the Credit Agreement; and


 


WHEREAS,
the Lenders have agreed to the requested modifications on the terms and
conditions set forth herein.


 


NOW,
THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:


 


1.             Amendment
to the Credit Agreement.  Section 7.08(a)(iii) of
the Credit Agreement is amended to read as follows:


 


(iii) the Parent Borrower may make Restricted Payments, not
exceeding $6,000,000 during any fiscal year, provided that the total of
all Restricted Payments made since December 31, 2007 may not exceed the
sum of (A) $6,000,000 plus (B) with respect to the period
(treated as one accounting period) from December 31, 2007 to the end of
the most recent fiscal quarter ending at least 45 days prior to the date
of any such Restricted Payment, 50% of Consolidated Net Income in excess of
$5,575,000 accrued during such period (or, in case such Consolidated Net Income
shall be a deficit, minus 100% of such deficit)


 


2.             Conditions Precedent.  This Amendment shall be effective upon the
Administrative Agent’s receipt of each of the following:


 


(a)           duly executed
counterparts of this Amendment from the Borrowers, the Administrative Agent and
the Required Lenders; and


 


(b)           a certificate of a secretary or assistant secretary of
each Borrower certifying that the resolutions of the board of directors of such
Borrower delivered at the closing of the Credit Agreement have not been
rescinded or modified and remain in full force and effect on the date hereof,
including an updated incumbency certificate with respect to each of the
Borrowers.


 

















 


3.             Miscellaneous.


 


3.1           Full Force and Effect.  Except as modified hereby, all of the terms
and provisions of the Credit Agreement (including Schedules and Exhibits)
remain in full force and effect.


 


3.2           Affirmations and
Representations and Warranties of the Borrowers.  Each of the Borrowers hereby affirms,
represents and warrants (a) the representations and warranties set forth
in Article V of the Credit Agreement are true and correct as of the date
hereof (except those which expressly relate to an earlier period) and (b) no
Default or Event of Default exists as of the date hereof.


 


3.3           Affirmation of
Liens.  Each of the Borrowers hereby
affirms the liens and security interests created and granted in the Loan
Documents and agrees that this Amendment is not intended to adversely affect or
impair such liens and security interests in any manner.


 


3.4           Acknowledgment of
Obligations.  Each of the Borrowers (a) acknowledges
and consents to all of the terms and conditions of this Amendment, (b) affirms
such Borrower’s obligations under the Loan Documents and (c) agrees that
this Amendment does not operate to reduce or discharge such Borrower’s
obligations under the Loan Documents.


 


3.5           Fees and Expenses.  The Borrowers agree to pay all reasonable fees
and expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including without limitation the
reasonable fees and expenses of Moore & Van Allen, PLLC, counsel to
the Administrative Agent.


 


3.6           Counterparts;
Delivery.  This Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original and it shall not be necessary in making
proof of this Amendment to produce or account for more than one such
counterpart.  Delivery by any party
hereto of an executed counterpart of this Amendment by facsimile shall be
effective as such party’s original executed counterpart.


 


3.7           Amendment is a
Loan Document.  Each of the parties
hereto hereby agrees that this Amendment is a Loan Document.


 


3.8           Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.


 


[Remainder of Page Intentionally Left
Blank]


 


MAC-GRAY CORPORATION 


AMENDMENT NO. 1


 

















 


IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.


 


	
  BORROWERS:

  	
  MAC-GRAY CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Shea

  
	
   

  	
  Name:

  	
  Michael
  J. Shea

  
	
   

  	
  Title:
  

  	
  Executive
  Vice President  & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  MAC-GRAY SERVICES, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Michael J. Shea

  
	
   

  	
  Name:

  	
  Michael
  J. Shea

  
	
   

  	
  Title:
  

  	
  Executive
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  INTIRION CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Michael J. Shea

  
	
   

  	
  Name:

  	
  Michael
  J. Shea

  
	
   

  	
  Title:
  

  	
  Executive
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent and Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Charlene Wright-Jones

  
	
   

  	
  Name:

  	
  Charlene
  Wright-Jones

  
	
   

  	
  Title:
  

  	
  Assistant
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDERS:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as L/C Issuer, Swingline Lender and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher S. Allen

  
	
   

  	
  Name:

  	
  Christopher
  S. Allen

  
	
   

  	
  Title:
  

  	
  Senior
  Vice President

  



 


MAC-GRAY CORPORATION  


Amendment No. 1


 

















 


	
   

  	
  FIFTH THIRD BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Valerie Schanzer

  
	
   

  	
  Name:

  	
  Valerie
  Schanzer

  
	
   

  	
  Title:
  

  	
  V.P.

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Mitchell B. Feldman

  
	
   

  	
  Name:

  	
  Mitchell
  B. Feldman

  
	
   

  	
  Title:
  

  	
  Director

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Michael Sweeney

  
	
   

  	
  Name:

  	
  Michael
  Sweeney

  
	
   

  	
  Title:
  

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  TD BANKNORTH, NA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Jeffrey R. Westling

  
	
   

  	
  Name:

  	
  Jeffrey
  R. Westling

  
	
   

  	
  Title:
  

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
  EASTERN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Robert J. Moodie

  
	
   

  	
  Name:

  	
  Robert
  J. Moodie

  
	
   

  	
  Title:
  

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Penny Garver

  
	
   

  	
  Name:

  	
  Penny
  Garver

  
	
   

  	
  Title:
  

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
  ALLIED IRISH BANKS, p.l.c.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Michael Reilly

  
	
   

  	
  Name:

  	
  Michael
  Reilly

  
	
   

  	
  Title:
  

  	
  VP,
  Allied Irish Bank p.l.c.

  



 


MAC-GRAY CORPORATION  


Amendment No. 1


 

















 


	
   

  	
  By:
  

  	
  /s/
  Keith Hamilton

  
	
   

  	
  Name:

  	
  Keith
  Hamilton

  
	
   

  	
  Title:
  

  	
  AVP,
  Allied Irish Bank p.l.c.

  
	
   

  	
   

  
	
   

  	
  AIB DEBT MANAGEMENT LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Michael Reilly

  
	
   

  	
  Name:

  	
  Michael
  Reilly

  
	
   

  	
  Title:
  

  	
  VP,
  Investment Advisor to AIB Debt

  
	
   

  	
   

  	
  Management,
  Limited

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Keith Hamilton

  
	
   

  	
  Name:

  	
  Keith
  Hamilton

  
	
   

  	
  Title:
  

  	
  AVP,
  Investment Advisor to AIB Debt

  
	
   

  	
   

  	
  Management,
  Limited

  
	
   

  	
   

  
	
   

  	
  RBS CITIZENS, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Christopher J. Wickles

  
	
   

  	
  Name:

  	
  Christopher
  J. Wickles

  
	
   

  	
  Title:
  

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
  BANK OF THE WEST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Sidney Jordan

  
	
   

  	
  Name:

  	
  Sidney
  Jordan

  
	
   

  	
  Title:
  

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  BROWN BROTHERS HARRIMAN & CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Amy Lyons

  
	
   

  	
  Name:

  	
  Amy
  Lyons

  
	
   

  	
  Title:
  

  	
  SVP

  
	
   

  	
   

  
	
   

  	
  SALEM FIVE CENTS SAVINGS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph V. Leary

  
	
   

  	
  Name:

  	
  Joseph
  V. Leary

  
	
   

  	
  Title:
  

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
  FIRSTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Ellen S. Frank

  
	
   

  	
  Name:

  	
  Ellen
  S. Frank

  
	
   

  	
  Title:
  

  	
  Vice
  President

  



 


MAC-GRAY CORPORATION  


Amendment No. 1