Exhibit
10.1


 


INCREMENTAL FACILITY AMENDMENT AND AMENDMENT
No. 1,  dated as of August 8, 2007 (this “Amendment”),
to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 21, 2006
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among MAC-GRAY CORPORATION (the “Parent Borrower”), MAC-GRAY
SERVICES, INC. (“Services”), INTIRION CORPORATION (together with
Services and the Parent Borrower, the “Borrowers”), the lenders (the “Lenders”)
from time to time party thereto, JPMORGAN CHASE BANK, N.A., as Administrative
Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, and HSBC BANK USA,
N.A., WACHOVIA BANK NATIONAL ASSOCIATION and BANK NORTH, N.A., as
Co-Documentation Agents.


 


WHEREAS,
pursuant to the Credit Agreement, the Lenders have agreed to extend credit to
the Borrowers on the terms and subject to the conditions set forth therein;


 


WHEREAS,
pursuant to Schedule 2.20 of the Credit Agreement, the Borrowers have
requested, and the Lenders (such term, and each other capitalized term used but
not defined herein have the meaning assigned to them in the Credit Agreement,
as amended hereby) have agreed to provide, an aggregate of $20,000,000 in
additional Revolving Commitment, subject to the terms and conditions set forth
herein; and


 


WHEREAS, the
Borrowers have requested that the Lenders amend certain provisions of the
Credit Agreement as set forth in this Amendment and the Lenders whose
signatures appear below are willing to amend such provisions of the Credit Agreement
on the terms and subject to the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other
good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


SECTION 1. Commitment Increase 
Subject to terms and conditions set forth herein, each Lender agrees
that from and after the Incremental Amendment Effective Date, its Revolving
Commitment shall be increased to the Commitment Increase Amount set forth and
opposite such Increasing Lender’s name in Schedule 2.01. As of the Incremental
Amendment Effective Date, the aggregate amount of the Lenders’ Revolving
Commitments is $85,000,000.


 


SECTION 2. Amendments to Section 1.01. (a)  The definition of the term “Consolidated
EBITDA” in Section 1.01 of the Credit Agreement is hereby amended by (i)
deleting the text “and” at the end of clause (a)(iv) and substituting the
text “,” therefor and (ii) by inserting the text “and (vi) non-cash
expenses resulting from the grant of stock options or other equity-related
compensation to any director, officer, employee or


 

















 


consultant of the
Parent Borrower or any Subsidiary pursuant to a written plan or agreement
approved by the board of directors of the Parent Borrower” immediately
following the comma appearing at the end of clause (v).


 


(b)  The
definition of the term “Revolving Commitment” in Section 1.01 of the
Credit Agreement is hereby amended by deleting the last sentence thereof and replacing
it with the text “As of the Incremental Amendment Effective Date, the aggregate
amount of the Lenders’ Revolving Commitment is $85,000,000.”


 


(c)  The
following term shall be added to Section 1.01 in appropriate alpha order:


 


“Incremental Amendment Effective Date” means [date], 2007.


 


SECTION 3. Amendment of Section 6.04. Section 6.04(b) of the
Credit Agreement is hereby amended by deleting the text “$40,000,000” and
“$80,000,000” therein and substituting therefor the text “$60,000,000” and
“$120,000,000”, respectively.


 


SECTION 4. Representations and Warranties. Each of the Loan Parties
represents and warrants to the Administrative Agent and to each of the Lenders
that:


 


(a)  This Amendment has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against such Loan Party in accordance with its terms.


 


(b)  After giving effect to this Amendment, the
representations and warranties of the Parent Borrower and the Subsidiaries in
the Loan Documents (i) to the extent any such representation or warranty is
modified or qualified based on the terms “materially” or “material” or by
reference to the term “Material Adverse Effect”, are true and correct in all
respects and (ii) to the extent such representation or warranty is not so
modified or qualified, are true and correct in all material respects, in each
case, on and as of the date hereof with the same effect as if made on and as of
the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date.


 


(c)  Immediately after giving effect to this
Amendment, no Default has occurred and is continuing.


 


SECTION 5. Amendment Fee. In consideration of the
agreements of the Lenders contained herein, the Borrowers agree to pay to each
Lender that delivers an executed counterpart of this Amendment by 5:00 p.m.,
New York City time, on August 8, 2007, an amendment fee (the “Amendment Fee”)
in an amount equal to 0.10% of the amount of such Lenders Commitment Increase
Amount (as defined below), provided
that such Amendment Fee shall not be payable unless and until this Amendment
becomes effective as provided in Section 6 below and upon such
effectiveness such Amendment Fee shall be payable immediately.


 


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SECTION 6. Conditions to Effectiveness.  This Amendment shall
become effective as of August 8, 2007 (the “Incremental Amendment Effective
Date”), when (a) the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures
of the Parent Borrower; the Subsidiaries, and each Lender, (b) the
representations and warranties set forth in Section 4  hereof are true and correct and the
Administrative Agent shall have received a certificate to such effect executed
by the CFO of Parent Borrower and (c) all fees and expenses submitted to
the Parent Borrower and the Subsidiaries and required to be paid or reimbursed
by the Parent Borrower and the Subsidiaries under or in connection with this
Amendment or the Credit Agreement (including (i) the Amendment Fee
specified in Section 5 above, (ii) all reasonable invoiced fees,
charges and disbursements of Cravath, Swaine & Moore LLP, counsel
to the Administrative Agent, and (iii) all other reasonable fees and
expenses of the Administrative Agent due and owing as of the date first above
written) have been paid or reimbursed by the Parent Borrower.


 


SECTION 7. Credit Agreement.
Except as expressly set forth herein, this Amendment (a) shall not by
implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders, the Administrative Agent or the
Borrowers under the Credit Agreement or any other Loan Document and
(b) shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle the Borrowers to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan Document
in similar or different circumstances. After the date hereof, any reference in
the Loan Documents to the Credit Agreement shall mean the Credit Agreement as
modified hereby.


 


SECTION 8. Applicable Law;
Waiver of Jury Trial. (A) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(B)  EACH
PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.09(b), (c) and (d),
SECTION 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN
FULL HEREIN.


 


SECTION 9. Counterparts. This Amendment may be executed
in two or more counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one agreement. Delivery of an
executed signature page to this Amendment by facsimile transmission or email
transmission in pdf format shall be effective as delivery of a manually signed
counterpart of this Amendment.


 


SECTION 10. Headings. The Section headings used
herein are for convenience of reference only, are not part of this Amendment
and are not to affect the construction of, or to be taken into consideration in
interpreting, this Amendment.


 


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[Signature pages follow]


 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first written
above.


 


 


	
   

  	
  MAC-GRAY CORPORATION,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Michael J. Shea

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Michael J. Shea

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President &

  Chief Financial Officer

  
					



 


 


	
   

  	
  MAC-GRAY SERVICES, INC.,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Michael J. Shea

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Michael J. Shea

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President &

  Chief Financial Officer

  
					



 


 


	
   

  	
  INTIRION CORPORATION,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Michael J. Shea

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Michael J. Shea

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President &

  Chief Financial Officer

  
					



 


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  individually and as Administrative Agent,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Peter M. Killea

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Peter M. Killea

  
	
   

  	
   

  	
    Title:

  	
  Vice President

  
					



 


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  KEYBANK NATIONAL ASSOCIATION,

  individually and as Syndication Agent,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Mitchell B. Feldman

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Mitchell B. Feldman

  
	
   

  	
   

  	
    Title:

  	
  Senior Vice President

  
					



 


 


	
   

  	
  HSBC BANK USA, N.A., individually and

  as Co-Documentation Agent,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Kenneth V. McGraime

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Kenneth V. McGraime

  
	
   

  	
   

  	
    Title:

  	
  Senior Vice President,

  Commercial Executive

  
					



 


 


	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, individually and as

  Co-Documentation Agent,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Dean Gorton

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Dean Gorton

  
	
   

  	
   

  	
    Title:

  	
  Vice President

  
					



 


 


	
   

  	
  TDBANKNORTH, N.A., individually and

  as Co-Documentation Agent,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Jeffrey R. Westling

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Jeffrey R. Westling

  
	
   

  	
   

  	
    Title:

  	
  Senior Vice President

  
					



 


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  LASALLE BANK, N.A.,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Nancy W. Lanzoni

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Nancy W. Lanzoni

  
	
   

  	
   

  	
    Title:

  	
  First Vice President

  
					



 


 


	
   

  	
  EASTERN BANK,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Joseph V. Leary

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Joseph V. Leary

  
	
   

  	
   

  	
    Title:

  	
  Senior Vice President

  
					



 


 


	
   

  	
  SOVEREIGN BANK,

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Penny Garver

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Penny Garver

  
	
   

  	
   

  	
    Title:

  	
  Senior Vice President

  
					



 


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