Exhibit 10.1


 


SECOND AMENDMENT TO

REVOLVING CREDIT AND TERM LOAN AGREEMENT


 


 


Dated as of January 16, 2004


 


 


Among


 


 


MAC-GRAY CORPORATION,

MAC-GRAY SERVICES, INC.,

AND

INTIRION CORPORATION


 


CITIZENS BANK OF MASSACHUSETTS


 


AND


 


THE OTHER LENDING INSTITUTIONS WHICH MAY BECOME


PARTIES TO THIS AGREEMENT, AS AMENDED


 


AND


 


CITIZENS BANK OF MASSACHUSETTS,


AS ADMINISTRATIVE AGENT


AND ARRANGER


 


AND


 


BANKNORTH, N.A., AS SYNDICATION AGENT


 


AND


 


KEYBANK, N.A.,


AS DOCUMENTATION AGENT


 

















 


SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT


 


This
SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT is entered into as
of January 16, 2004 by and among MAC-GRAY CORPORATION, MAC-GRAY SERVICES,
INC., and INTIRION CORPORATION, each a Delaware corporation, having its
principal place of business and chief executive office at 22 Water Street,
Cambridge, Massachusetts 02141 (collectively, the “Borrower”), CITIZENS BANK OF
MASSACHUSETTS (“Citizens”), having its head office at 28 State Street, Boston,
Massachusetts 02109, each of the other lending institutions listed on Schedule 1
hereto on the date hereof (Citizens and each such other lending institution,
and the other lending institutions which may now or hereafter become parties
hereto pursuant to Section 9.10 individually, a “Bank” and collectively,
the “Banks”), BankNorth, N.A., as syndication agent, and KeyBank, N.A. as
documentation agent for itself and each other Bank.


 


Recitals


 


The
Borrower and the Banks are parties to a certain Revolving Credit and Term Loan
Agreement dated as of June 24, 2003 (as amended, modified or supplemented
from time to time, the “Credit Agreement”). 
The Borrower and the Banks desire to amend the Credit Agreement in
various respects.  All capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the
Credit Agreement.


 


NOW,
THEREFORE, the Borrower and the Banks hereby amend the Credit Agreement as
follows:


 


Section 1.                                            Definitions.  Section 1.1 of the
Credit Agreement is hereby amended as follows:


 


The
definitions of Commitment, Commitment Percentage, Funded Debt
Ratio, Revolving Credit Commitment, Revolving Credit Commitment
Percentage, Revolving Credit Maturity Date, Revolving Credit
Loans, Term Loan, Term Loan Commitment, Term Loan
Commitment Percentage, Term Loan Maturity Date, and Total
Commitment are hereby deleted in their entirety and the following new
definitions are substituted therefor:


 


Commitment. 
With respect to each Bank, the amount set forth on Schedule 1
as such Bank’s (i) Revolving Credit Commitment and (ii) Term Loan Commitment,
as such Bank’s Commitment may be modified pursuant hereto and as in effect from
time to time (as evidenced by an updated Schedule 1 circulated by
the Administrative Agent from time to time to reflect assignments permitted by
Section 9.10).


 


Commitment
Percentage.  With respect to each Bank, the percentage
set forth on Schedule 1 hereto as such Bank’s percentage of the
aggregate Revolving Credit Commitments and Term Loan Commitments.  Schedule 1 may be updated by the
Administrative Agent from time to time to reflect any changes to the Commitment
Percentages.


 


1

















 


Funded
Debt Ratio. As at the
end of any fiscal quarter of the Borrower Affiliated Group, the ratio of (i)
Total Funded Debt as at the end of such fiscal quarter, to (ii) EBITDA for the
four consecutive fiscal quarters of the Borrower Affiliated Group ending on the
last day of such fiscal quarter, subject to any proforma adjustments to EBITDA
(A) for any acquired entities in connection with any Permitted Acquisitions
based on identified cost improvements calculated in accordance with
Section 6.5, subject to the Administrative Agent’s approval of any such
adjustments in its reasonable discretion and (B) for the Web Acquisition as
provided in the last sentence of Section 6.5.


 


Revolving
Credit Commitment.  In relation to any Bank, the maximum amount
of Revolving Credit Loans that such Bank shall be committed to make to the
Borrower upon the terms and subject to the conditions contained in this
Agreement, as set forth on Schedule 1, as such Schedule 1
may be updated by the Administrative Agent from time to time to reflect any
changes in the Revolving Credit Commitments as a result of assignments
permitted by Section 9.10.


 


Revolving
Credit Commitment Percentage.  With respect to each Bank
having a Revolving Credit Commitment, the percentage set forth on Schedule 1
as such Bank’s percentage of the aggregate Revolving Credit Commitments of all
the Banks.  Schedule 1 shall
be updated by the Administrative Agent from time to time to reflect any changes
in the Revolving Credit Commitment Percentages.


 


Revolving
Credit Maturity Date.  December 31, 2006.


 


Revolving
Credit Loans.  Collectively, the loans in the maximum
aggregate principal amount of $70,000,000 made or to be made to the Borrower by
the Banks pursuant to this Agreement (including Section 2.1(a) hereof) and
subject to the limitations contained herein.


 


Term
Loan.  The term loan in the original principal
amount of $35,000,000 made or to be made to the Borrower on the Closing Date by
the Banks having a Term Loan Commitment pursuant to this Agreement (including
Section 2.1(d) hereof), and subject to the limitations contained herein.


 


Term
Loan Commitment.  In relation to any Bank, the maximum
liability of such Bank, as set forth on Schedule 1, to participate
in making the Term Loan to the Borrower upon the terms and subject to the
conditions contained in this Agreement. 
Schedule 1 shall be updated by the Administrative Agent from
time to time to reflect any changes in the Term Loan Commitments as a result of
assignments permitted by Section 9.10.


 


Term
Loan Commitment Percentage.  With respect to each Bank
having a Term Loan Commitment, the percentage set forth on Schedule 1
as such Bank’s percentage of the aggregate Term Loan Commitments of all the
Banks.  Schedule 1 shall be
updated by the Administrative Agent from time to time to reflect any changes in
the Term Loan Commitment Percentages.


 


Term
Loan Maturity Date.  December 31, 2008.


 


Total
Commitment.  As of any date, the sum of the then-current
Commitments of the Banks, provided that the Total Commitment shall not
at any time exceed $105,000,000.


 


2

















 


Section 2.                                            Definitions.  Section 1.1 of the
Credit Agreement is hereby further amended by adding the following new
definitions:


 


Web.  Web
Service Company, Inc., a California corporation.


 


Web
Acquisition.  The acquisition by Services of certain
assets of Web pursuant to the Web Purchase Agreement.


 


Web
Purchase Agreement.  The Asset Purchase Agreement dated
January 16, 2004 between Services and Web.


 


Section 3.                                            Section 2.2(a) of the Credit Agreement
is hereby deleted in its entirety and the following new Section 2.2(a) is
substituted therefor:


 


The
Revolving Credit Notes.  The Revolving Credit Loans shall be
evidenced by separate Amended and Restated Revolving Credit Notes of the
Borrower to each Bank having a Revolving Credit Commitment in or substantially
in the form of Exhibit A-1 hereto (collectively, the “Revolving Credit
Notes”), with appropriate insertions for each such Bank.


 


Section 4.                                            Section 2.2(b) of the Credit Agreement
is hereby deleted in its entirety and the following new Section 2.2(b) is
substituted therefor:


 


The Term Notes.  The Term Loan shall be evidenced by separate
Amended and Restated Term Notes of the Borrower to each Bank having a Term Loan
Commitment in or substantially in the form of Exhibit A-2 hereto
(collectively, the “Term Notes”), with appropriate insertions for each such
Bank.


 


Section 5.                                            The table set forth in Section 2.5 of
the Credit Agreement is hereby deleted in its entirety and the following new
table is substituted therefor:


 


	
  Funded Debt Ratio

  	
   

  	
  Commitment
  Fee

  	
   

  
	
  Less than or equal to 3.25 to 1.00 but
  greater than or equal to 3.00 to 1.00

  	
   

  	
  0.500

  	
  %

  
	
  Less than 3.00 to 1.00 but greater than or
  equal to 1.75 to 1.00

  	
   

  	
  0.375

  	
  %

  
	
  Less than 1.75 to 1.00

  	
   

  	
  0.25

  	
  %

  



 


Section 6.                                            Table 1 set forth in Section 2.9(c) of the Credit Agreement is hereby deleted
in its entirety and the following new Table 1 is substituted therefor:


 


3

















 


Table 1


 


Revolving Credit Loans

and the Term Loan


 


	
  Funded Debt Ratio

  	
   

  	
  Applicable

  Prime Rate

  Margin

  	
   

  	
  Applicable

  LIBOR

  Margin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a)

  	
  less than or equal to 3.25 to 1 but greater than or equal to 3.00 to
  1

  	
   

  	
  0.00

  	
  %

  	
  2.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b)

  	
  less than 3.00 to 1 but greater than or equal to 2.25 to 1

  	
   

  	
  0.00

  	
  %

  	
  2.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c)

  	
  less than 2.25 to 1 but greater than or equal to 1.50 to 1

  	
   

  	
  0.00

  	
  %

  	
  1.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d)

  	
  less than 1.50 to 1

  	
   

  	
  0.00

  	
  %

  	
  1.50

  	
  %

  



 


Section 7.                                            Section 2.12(b) of the Credit Agreement
is hereby deleted in its entirety and the following new Section 2.12(b) is
substituted therefor:


 


(b)                         The entire principal of the Term Notes shall be
payable by the Borrower to the Banks in 20 consecutive quarterly installments
of principal.  Such quarterly
installments of principal shall be payable on the installment payment dates,
and shall be in the amounts, set forth below:


 


	
  Installment

  Payment Date

  	
   

  	
  Aggregate
  Amount

  of Payment

  	
   

  
	
  03/31/04

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  06/30/04

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  09/30/04

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  12/31/04

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  03/31/05

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  06/30/05

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  09/30/05

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  12/31/05

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  03/31/06

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  06/30/06

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  09/30/06

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  12/31/06

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  03/31/07

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  06/30/07

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  09/30/07

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  12/31/07

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  03/31/08

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  06/30/08

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  9/30/08

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  12/31/08

  	
   

  	
  $

  	
  11,250,000

  	
   

  



 


4

















 


All
of the indebtedness evidenced by each Term Note shall, if not sooner paid, be
in any event absolutely and unconditionally due and payable in full by the
Borrower to the Banks on the Term Loan Maturity Date.


 


Section 8.                                            Section 2.12(e)(i) of the Credit
Agreement is hereby deleted in its entirety and the following new
Section 2.12(e)(i) substituted therefor:


 


(i)                                     subject to Section 6.5, an amount equal
to 50% of the Net Proceeds received by the Borrower or any other member of the
Borrower Affiliated Group from the sale or other disposition of any of its
respective non-core assets, except for (v) sales of Inventory in the ordinary
course of business, (w) sales of assets wholly in the ordinary course of
business having an aggregate purchase price of not more than $750,000 (together
with amounts under subclause (y) below) in any fiscal year, provided
that all such sales are made at fair market value, (x) the sale to Web of
certain equipment located in Texas and Colorado and related laundry facility
leases for aggregate consideration not exceeding $2,000,000 in value and (y)
sales of obsolete equipment having an aggregate value not exceeding $750,000
(together with amounts under subclause (w) above) in any fiscal year, provided
that the proceeds of such sales under clauses (v), (w) and (y) are reinvested
in equipment serving the same or similar function within 60 days after the
receipt of such Net Proceeds and further provided that the remaining 50% of the
Net Proceeds received by the Borrower or any other member of the Borrower
Affiliated Group from the sale or other disposition of any of its respective
non-core assets shall be due and payable one (1) year from the date of such
asset sale to the extent such Net Proceeds are not reinvested in Permitted
Acquisitions during such period;


 


Section 9.                                            Section 5.7 of the Credit Agreement is
hereby deleted in its entirety and the following new Section 5.7
substituted therefor:


 


5.7                                 Interest Rate Protection. 
Within thirty (30) days of the Closing Date, the Borrower shall enter
into, and thereafter the Borrower shall maintain in effect, certain Hedging
Contracts in form and substance reasonably satisfactory to the Administrative
Agent, providing for the rate of interest applicable to the Loans to be capped
at a level above the LIBOR Rate plus the Applicable LIBOR Margin prevailing on
the effective date of such interest rate protection arrangements (the
“Effective Date”) acceptable to the


 


5

















 


Administrative
Agent in its reasonable discretion with respect to not less than $60,000,000  of principal of the Loans, as reduced by
any term loan principal installment payments made by the Borrower in accordance
with Section 2.12(b), such interest rate protection arrangements to remain
in effect from the Effective Date through the third anniversary of the
Effective Date.


 


Section 10.                                      Section 6.1(c) of the Credit Agreement
is hereby deleted in its entirety and the following new Section 6.1(c) is
substituted therefor:


 


(c)                                  Indebtedness in respect of capital leases and
purchase money security interests of the Borrower Affiliated Group representing
obligations permitted to be incurred by the terms of this Agreement and incurred
in the ordinary course of business and consistent with past practices; provided,
that the aggregate principal amount of Indebtedness permitted by this clause
(c) shall not exceed (i) $3,500,000 in the case of vehicle capital leases or
purchase money security interests, and (ii) $1,000,000 for all other purposes,
at any one time outstanding;


 


Section 11.                                      Section 6.5 of the Credit Agreement is
hereby deleted in its entirety and the following new Section 6.5 is
substituted therefor:


 


6.5                                 Merger; Consolidation; Sale or Lease of
Assets; Permitted Acquisitions.  The Borrower shall not, nor shall the
Borrower permit any other member of the Borrower Affiliated Group to, (a) sell,
lease or otherwise dispose of assets or properties (valued at the lower of cost
or fair market value), other than (i) sales of Inventory in the ordinary course
of business, and (ii) sales of assets not in the ordinary course of business in
an aggregate amount not to exceed $500,000 in any fiscal year of the Borrower
Affiliated Group, provided that the Borrower may sell to Web certain
equipment located in Texas and Colorado and related laundry facility leases for
aggregate consideration not exceeding $2,000,000 in value; or (b) liquidate,
merge or consolidate into or with any other Person or enter into or undertake
any plan or agreement of liquidation, merger or consolidation with any other
Person, provided that any wholly-owned Subsidiary of the Borrower may merge or
consolidate into or with (i) the Borrower if no Default or Event of Default has
occurred and is continuing or would result from such merger and if the Borrower
is the surviving company, or (ii) any other wholly-owned Subsidiary of the
Borrower; or (c) without the prior written consent of the Majority Banks,
acquire all or substantially all of the assets (or a division) or capital stock
(or other equity) of any Person, provided that the Borrower may
consummate the Web Acquisition and may make acquisitions (the Web Acquisition,
together with such other acquisitions, “Permitted Acquisitions” and each
individually, a “Permitted Acquisition”) (a) of up to $5,000,000 individually
or in the aggregate until December 31, 2004 without the prior written
consent of the Majority Banks (provided that no Default or Event of Default shall
have occurred hereunder), and (b) after December 31, 2004, without the
prior written consent of the Majority Banks, so long as (i) the Borrower shall
be in compliance with all representations, warranties and covenants set forth
in this Agreement and the other Loan Documents before and after giving effect
to each proposed acquisition, (ii) the Borrower shall then have at least
$5,000,000 in availability in Revolving Credit Loans, after giving effect to
the proposed acquisition, (iii) the entity to be acquired by the Borrower shall
be


 


6

















 


in
the card and coin-operated laundry business and its operations shall be located
in or adjacent to the Borrower’s existing markets, (iv) the entity to be
acquired by the Borrower shall have positive EBITDA for at least the 12-month
period prior to the acquisition, such that the acquisition shall be deemed
accretive by the Lenders, (v) the consideration for any such acquisition or
combination of acquisitions shall not exceed $15,000,000 in the aggregate, and
(vi) for covenant purposes, the Borrower may make proforma adjustments to the
EBITDA calculations set forth herein of any such acquired entities based on
identified cost improvements, subject to the Administrative Agent’s satisfactory
review in its reasonable discretion of such adjustments. In addition, in
calculating EBITDA for purposes of determining compliance with the covenants
contained in Sections 6.6 and 6.9 of this Agreement for any period, EBITDA
shall be increased by $1,829,500 for each of the calendar quarters ended
June 30, 2003, September 30, 2003, December 31, 2003 and
March 31, 2004 to give proforma effect to the Web Acquisition, provided
that for the quarter ended March 31, 2004, the $1,829,500 increase in
EBITDA shall be prorated for such quarter based upon the actual number of days
elapsed prior to the closing of the Web Acquisition.


 


Section 12.                                      Section 6.6 of the Credit Agreement is
hereby deleted in its entirety and the following new Section 6.6 is
substituted therefor:


 


6.6                                 Maximum Total Leverage.  The
Borrower shall not at any time permit the Funded Debt Ratio of the Borrower
Affiliated Group as at the last day of any fiscal quarter in any fiscal period
to be greater than (x) 3.25 to 1.00 at any time until December 31, 2004,
and  (y) 3.00 to 1.00 from
December 31, 2004 and at any time thereafter.


 


Section 13.                                      Section 6.11 of the Credit Agreement is
hereby deleted in its entirety and the following new Section 6.11 is
substituted therefor:


 


6.11                           Maximum Capital Expenditures and Prepaid
Commission Expenses.  The sum of Capital Expenditures made, and
Prepaid Commission Expenses paid, by the Borrower Affiliated Group, in the
aggregate, shall not exceed $25,000,000 in any fiscal year (including in
connection with the Web Acquisition), provided that the foregoing limitation
shall not apply to any Capital Expenditures made by the Borrower for any
acquired entities in connection with Permitted Acquisitions for the first
twelve (12) months immediately following each such acquisition.


 


Section 14.                                      Section 6.12 of the Credit Agreement is
hereby deleted in its entirety and the following new Section 6.12 is
substituted therefor:


 


6.12                           Restricted Payments.  The
Borrower shall not, nor shall the Borrower permit any other member of the
Borrower Affiliated Group to, pay, make or declare any Restricted Payment.  Notwithstanding the foregoing, (i) the
Borrower may make regularly scheduled payments on the Existing Debt and the
Seller Subordinated Debt (each as in effect on the Closing Date) to the extent
no Default or Event of Default then exists or would result from the making of
any such payment, (ii) the Borrower’s Subsidiaries may from time to time make
distributions to the Borrower, and (iii) the Borrower may make Restricted Payments
of up to $2,500,000 in the aggregate in


 


7

















 


connection
with the repurchase of Borrower’s common stock commencing January 1, 2005,
provided that the Borrower has, as of the date of any such Restricted Payments,
no less than $5,000,000 of unused and available Revolving Loans after giving
effect to such repurchase.  Neither the
Borrower nor any other member of the Borrower Affiliated Group will enter into
any agreement, contract or arrangement (other than the Loan Documents)
restricting the ability of any Subsidiary of the Borrower or any other member
of the Borrower Affiliated Group to pay or make dividends or distributions in
cash or kind, to make loans, advances or other payments of any nature or to make
transfers or distributions of all or any part of its assets to the Borrower or
any other member of the Borrower Affiliated Group.


 


Section 15.                                      Representations and Warranties; No Default.  The
Borrower and each other member of the Borrower Affiliated Group, jointly and
severally, hereby confirm to the Bank the representations and warranties of the
Borrower set forth in Section IV of the Credit Agreement (as amended
hereby) as of the date hereof, as if set forth herein in full, except for
representations and warranties made as of a certain date, which shall be true
and correct only as of such date.  The
Borrower and each other member of the Borrower Affiliated Group hereby certify
that no Default exists under the Credit Agreement.


 


Section 16.                                      Amendment and Closing Fees. Upon the Banks’ execution and delivery of
this Second Amendment, the Banks shall have earned in full (i) an amendment fee
equal to .125% of the Banks’ existing Commitment (prior to giving effect to
this Second Amendment) and (ii) a closing fee equal to .50% of their share of
the increase to the Revolving Loans and Term Loan in the aggregate principal
amount of $25,000,000, as provided herein. The Borrower hereby authorizes the
Administrative Agent to charge any of its accounts with the Administrative
Agent for the amendment and closing fees on the date they are payable pursuant
to the terms hereof.


 


Section 17.                                      Effectiveness; Conditions to Effectiveness. This Second Amendment shall become
effective as of January 16, 2004 upon execution hereof by the parties and
satisfaction of the following conditions:


 


(i)                                     The Borrower shall have executed and
delivered the Revolving Credit Notes and the Term Notes in favor of the Banks,
as provided in Section 2 and Section 3 hereof.


 


(ii)                                  The Administrative Agent shall have received:


 


(a)                                  The favorable opinion of Goodwin Procter LLP,
counsel for the Borrower, dated as of such date and in form and substance
satisfactory to the Administrative Agent, the Banks and their counsel.


 


(b)                                 The favorable opinion of Jeffer, Mangels,
Butler & Marmaro LLP, counsel for Web, dated as of such date and in form
and substance satisfactory to the Administrative Agent, the Banks and their
counsel.


 


8

















 


(c)                                  A notice of borrowing duly executed by a duly
authorized officer of the Borrower in accordance with Section 2.4 hereof.


 


(d)                                 Such certified charters, by-laws, corporate
resolutions, secretary’s certificates and closing certificates with respect to
the Borrower as the Administrative Agent shall have requested.


 


(e)                                  Such security documents, assignments of
leases, assignments of contracts, assignments of intellectual property and
other assignments, landlord waivers and other related documents as the
Administrative Agent shall have requested.


 


(f)                                    Such updated insurance certificates including
the assets acquired from Web and naming the Administrative Agent as loss payee
and additional insured as the Administrative Agent shall deem necessary or
advisable.


 


(g)                                 The Web Purchase Agreement and all related
transaction documents shall be in form and substance satisfactory to the
Administrative Agent.  The Web
Acquisition shall have been consummated in accordance with the terms of the Web
Purchase Agreement, all covenants and agreements required to be performed by
Web and Services in connection therewith shall have been fully performed and
the rights, remedies and indemnities of Services set forth in the Web Purchase
Agreement shall have been assigned to the Administrative Agent.


 


(h)                                 Such appraisals with respect to the assets of
the Borrower (after giving effect to the Web Acquisition) as the Administrative
Agent shall deem necessary or advisable.


 


(i)                                     Such pro formas consolidated financial
statements of the Borrower (after giving effect to the Web Acquisition)
prepared by the Borrower in accordance with generally accepted accounting
principles in form and substance satisfactory to the Administrative Agent as
the Administrative Agent shall have requested.


 


(j)                                     The Administrative Agent shall have received
the original stock certificates, together with stock powers endorsed in blank,
for (i) all of the issued and outstanding capital stock of each member of the
Borrower Affiliated Group except Mac-Gray and any Foreign Subsidiary (as
defined in the Mac-Gray Pledge Agreement) and (ii) 65% of the issued and
outstanding capital stock of any Foreign Subsidiary.


 


Section 18.                                      Miscellaneous.  The
Borrower agrees to pay on demand all of the Banks’ expenses in preparing,
executing and delivering this Second Amendment to Revolving Credit and Term
Loan Agreement, and all related instruments and documents, including, without
limitation, the fees and out-of-pocket expenses of the Bank’s counsel, Mintz
Levin Cohn Ferris


 


9

















 


Glovsky and Popeo, P.C.
simultaneously with the effectiveness of this Second Amendment to Revolving
Credit and Term Loan Agreement. This Second Amendment to Revolving Credit and
Term Loan Agreement shall be governed by and construed and enforced under the laws
of The Commonwealth of Massachusetts and may be signed in counterparts with the
same effect as if the signatures hereto and thereto were upon the same
instrument.


 


[Remainder of page intentionally left blank]


 


10

















 


IN
WITNESS WHEREOF, the Borrower and the Banks have caused this Second Amendment
to Revolving Credit and Term Loan Agreement to be executed by their duly
authorized officers as of the date first set forth above.


 


	
  WITNESS:

  	
  MAC-GRAY
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Graeme S.R. Brown

  	
   

  	
  By:

  	
  /s/
  Stewart Gray MacDonald, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stewart
  Gray MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chairman
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAC-GRAY
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stewart Gray MacDonald, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stewart
  Gray MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTIRION
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stewart Gray MacDonald, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stewart
  Gray MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Administrative Agent:

  
	
   

  	
   

  
	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael St. Jean

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael
  St. Jean

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
									



 


11

















 


	
   

  	
  The
  Documentation Agent:

  
	
   

  	
   

  
	
   

  	
  KEYBANK,
  N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Hudson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lisa
  Hudson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Syndication Agent:

  
	
   

  	
   

  
	
   

  	
  BANKNORTH,
  N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey R. Westling

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  R. Westling

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


(signatures continued on next page)


 


12

















 


	
   

  	
  The
  Banks:

  
	
   

  	
   

  
	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael St. Jean

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael
  St. Jean

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANKNORTH,
  N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey R. Westling

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  R. Westling

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAMBRIDGE
  SAVINGS BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William F. McSweeney, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William
  F. McSweeney, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EASTERN
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph V. Leary

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  V. Leary

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK,
  N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Hudson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lisa
  Hudson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HSBC
  BANK USA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick J. Doulin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Patrick
  J. Doulin

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


13

















 


SCHEDULE 1


 


Commitment and Commitment Percentages


 


	
  1.

  	
   

  	
  Bank

  	
   

  	
  Revolving

  Credit

  Commitment

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Citizens
  Bank of Massachusetts

  28 State Street

  Boston, MA  02109

  	
   

  	
  $

  	
  18,000,000.00

  	
   

  	
  25.714

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BankNorth,
  N.A.

  7 New England Executive Park

  Burlington, MA 01803

  	
   

  	
  $

  	
  16,333,333.33

  	
   

  	
  23.333

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge
  Savings Bank

  1374 Massachusetts Avenue

  Cambridge, MA 02138

  	
   

  	
  $

  	
  4,666,666.67

  	
   

  	
  6.667

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Eastern
  Bank

  265 Franklin Street

  Boston, MA 02110

  	
   

  	
  $

  	
  7,333,333.34

  	
   

  	
  10.476

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Key
  Bank, N.A.

  176 Federal Street, 3rd Floor

  Boston, MA 02110

  	
   

  	
  $

  	
  12,333,333.33

  	
   

  	
  17.619

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HSBC
  Bank USA

  17 South Broadway

  Nyack, NY  10960

  	
   

  	
  $

  	
  11,333,333.33

  	
   

  	
  16.190

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TOTAL

  	
   

  	
  $

  	
  70,000,000

  	
   

  	
  100

  	
  %

  



 


14

















 


	
  2.

  	
   

  	
  Bank

  	
   

  	
  Term Loan

  Commitment

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Citizens
  Bank of Massachusetts

  28 State Street

  Boston, MA  02109

  	
   

  	
  $

  	
  9,000,000.00

  	
   

  	
  25.714

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BankNorth,
  N.A.

  7 New England Executive Park

  Burlington, MA 01803

  	
   

  	
  $

  	
  8,166,666.67

  	
   

  	
  23.333

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge
  Savings Bank

  1374 Massachusetts Avenue

  Cambridge, MA 02138

  	
   

  	
  $

  	
  2,333,333.33

  	
   

  	
  6.667

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Eastern
  Bank

  265 Franklin Street

  Boston, MA 02110

  	
   

  	
  $

  	
  3,666,666.66

  	
   

  	
  10.476

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Key
  Bank, N.A.

  176 Federal Street

  Boston, MA 02110

  	
   

  	
  $

  	
  6,166,666.67

  	
   

  	
  17.619

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HSBC
  Bank USA

  17 South Broadway

  Nyack, NY  10960

  	
   

  	
  $

  	
  5,666,666.67

  	
   

  	
  16.190

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TOTAL

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  100

  	
  %

  



 


15

















 


EXHIBIT A-1


 


[FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE]


 


	
  $                      

  	
  Date:
  January   , 2004

  



 


FOR
VALUE RECEIVED, the undersigned (hereinafter, together with their successors in
title and assigns, collectively, called the “Borrowers”), by this promissory note
(hereinafter, together with the Schedule annexed hereto, called “this
Note”), absolutely and unconditionally and jointly and severally promise to pay
to the order of
                                                 
a [national banking association organized under the laws of the United States
of America] (hereinafter, together with its successors in title and assigns,
called the “Bank”), the principal sum
of                                      and      /100
Dollars ($                     ),
or so much thereof as shall have been advanced by the Bank to the Borrowers by
way of revolving credit loans under the Loan Agreement (as hereinafter defined)
and shall remain outstanding, such payment to be made as hereinafter provided,
and to pay interest on the principal sum outstanding hereunder from time to
time from the date hereof until the said principal sum or the unpaid portion
thereof shall have become due and payable as hereinafter provided.


 


Capitalized
terms used herein without definition shall have the meaning set forth in the
Loan Agreement.


 


The
unpaid principal (not at the time overdue) under this Note shall bear interest
at the rate or rates from time to time in effect under the Loan Agreement.  Accrued interest on the unpaid principal
under this Note shall be payable on the dates specified in the Loan Agreement.


 


On
December 31, 2006, the date of the final maturity of this Note, there
shall become absolutely due and payable by the Borrowers hereunder, and the
Borrowers hereby jointly and severally promise to pay to the Bank, the balance
(if any) of the principal hereof then remaining unpaid, all of the unpaid
interest accrued hereon and all (if any) other amounts payable on or in respect
of this Note or the indebtedness evidenced hereby.


 


Each
overdue amount (whether of principal, interest or otherwise) payable on or in
respect of this Note or the indebtedness evidenced hereby shall (to the extent
permitted by applicable law) bear interest at the rates and on the terms
provided by the Loan Agreement.  The
unpaid interest accrued on each overdue amount in accordance with the foregoing
terms of this paragraph shall become and be absolutely and jointly and
severally due and payable by the Borrowers to the Bank on demand by the
Administrative Agent.  Interest on each
overdue amount will continue to accrue as provided by the foregoing terms of
this paragraph, and will (to the extent permitted by applicable law) be
compounded daily until the obligations of the Borrowers in respect of the
payment of such overdue amount shall be discharged (whether before or after
judgment).


 


Each
payment of principal, interest or other sum payable on or in respect of this
Note or the indebtedness evidenced hereby shall be made by the Borrowers
directly to the Administrative Agent in dollars, for the account of the Bank,
at the address of the Administrative Agent set forth in the Loan Agreement, on
the due date of such payment, and in immediately available and


 


16

















 


freely transferable funds.  All
payments on or in respect of this Note or the indebtedness evidenced hereby
shall be made without set-off or counterclaim and free and clear of and without
any deductions, withholdings, restrictions or conditions of any nature.


 


This
Note is made and delivered by the Borrowers to the Bank pursuant to the
Revolving Credit and Term Loan Agreement, dated as of June 24, 2003, among
(i) the Borrowers, (ii) the Banks and (iii) the Administrative Agent
(hereinafter, as originally executed, and as now or hereafter varied or
supplemented or amended and restated, called the “Loan Agreement”), to which
reference is hereby made for a statement of the terms and conditions (to the
extent not set forth herein) under which the Loans evidenced by this Note were
made and are to be repaid.  This Note
evidences the joint and several obligation of the Borrowers (a) to repay the
principal amount of the Bank’s Commitment Percentage of the Revolving Credit
Loans made by the Banks to the Borrowers pursuant to the Loan Agreement; (b) to
pay interest, as herein and therein provided, on the principal amount hereof
remaining unpaid from time to time; and (c) to pay other amounts which may
become due and payable hereunder or thereunder as herein and therein provided.  The payment of the principal of and the
interest on this Note and the payment of all (if any) other amounts as may
become due and payable on or in respect of this Note are secured by certain
collateral, as evidenced by the Security Documents.  Reference is hereby made to the Loan Agreement (including the Exhibits
and Schedules annexed thereto) and to the other Security Documents for a
complete statement of the terms thereof and for a description of such
collateral.


 


The
Borrowers will have the right to prepay the unpaid principal of this Note in
full or in part upon the terms contained in the Loan Agreement.  The Borrowers will have an obligation to
prepay principal of this Note from time to time if and to the extent required
under, and upon the terms contained in, the Loan Agreement.  Any partial payment of the indebtedness
evidenced by this Note shall be applied in accordance with the terms of the
Loan Agreement.


 


Pursuant
to and upon the terms contained in Section 7 of the Loan Agreement, the
entire unpaid principal of this Note, all of the interest accrued on the unpaid
principal of this Note and all (if any) other amounts payable on or in respect
of this Note or the indebtedness evidenced hereby may be declared to be
immediately due and payable, whereupon the entire unpaid principal of this
Note, all of the interest accrued on the unpaid principal of this Note and all
(if any) other amounts payable on or in respect of this Note or the
indebtedness evidenced hereby shall (if not already due and payable) forthwith
become and be due and payable to the Bank without presentment, demand, protest
or any other formalities of any kind, all of which are hereby expressly and
irrevocably waived by the Borrowers, excepting only for notice expressly
provided for in the Loan Agreement.


 


All
computations of interest payable as provided in this Note shall be made by the
Administrative Agent in accordance with the terms of the Loan Agreement.  The interest rate in effect from time to
time shall be determined in accordance with the terms of the Loan Agreement.


 


Should
all or any part of the indebtedness represented by this Note be collected by
action at law, or in bankruptcy, insolvency, receivership or other court
proceedings, or should this Note be placed in the hands of attorneys for
collection after default, the Borrowers hereby promise to


 


17

















 


pay to the holder of this Note, upon demand by the holder hereof at any
time, in addition to principal, interest and all (if any) other amounts payable
on or in respect of this Note or the indebtedness evidenced hereby, all court
costs and reasonable attorneys’ fees and all other collection charges and
expenses reasonably incurred or sustained by the holder of this Note.


 


No
delay or omission on the part of the Bank or any holder hereof in exercising
any right hereunder shall operate as a waiver of such right or of any other
rights of the Bank or such holder, nor shall any delay, omission or waiver on
any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.


 


Each
of the Borrowers and every endorser and guarantor of this Note hereby
irrevocably waives notice of acceptance, presentment, demand, notice of
nonpayment, protest, notice of protest, suit and all other demands, notices and
other conditions precedent in connection with the delivery, acceptance,
performance, default, collection and/or enforcement of this Note or any
collateral or security therefor, except for notices expressly provided for in the
Loan Agreement or any other Loan Document, and assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.


 


Each
of the Borrowers hereby absolutely and irrevocably consents and submits, for
itself and its property, to the non-exclusive jurisdiction of the courts of the
Commonwealth of Massachusetts or of the United States of America for the
District of Massachusetts in connection with any actions or proceedings brought
against any Borrower by the holder hereof arising out of or relating to this
Note.


 


THE
BORROWERS AND THE BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OTHER LOAN
DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY.  THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT THIS NOTE AND THE MAKE THE LOAN.


 


This
Note is intended to take effect as a sealed instrument.  This Note and the obligations of the
Borrowers hereunder shall be governed by and interpreted and determined in
accordance with the laws of the Commonwealth of Massachusetts.


 


(Signatures on next page)


 


18

















 


IN
WITNESS WHEREOF, this REVOLVING CREDIT NOTE has been duly executed under seal
by the undersigned on the day and in the year first above written in Boston,
Massachusetts.


 


 


	
  WITNESS:

  	
  MAC-GRAY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stewart
  Gray MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chairman
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAC-GRAY
  SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stewart
  Gray MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INTIRION
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stewart
  Gray MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


19

















 


SCHEDULE TO REVOLVING CREDIT NOTE


 


	
  DATE

  	
   

  	
  AMOUNT OF

  LOAN

  	
   

  	
  TYPE OF

  LOAN

  (PRIME

  RATE OR

  LIBOR

  	
   

  	
  APPLICABLE

  PRIME RATE

  MARGIN OR

  APPLICABLE

  LIBOR

  MARGIN

  	
   

  	
  INTEREST

  RATE*

  	
   

  	
  INTEREST

  PERIOD**

  	
   

  	
  AMOUNT

  PAID

  	
   

  	
  NOTATION

  MADE BY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 












*                                         or
Prime Rate Loans, insert “Prime Rate plus Applicable Prime Rate Margin”


For LIBOR Loans, insert “LIBOR Rate plus Applicable LIBOR Margin”


**                                  or
LIBOR Loans only


 


20

















 


EXHIBIT A-2


 


[FORM OF AMENDED AND RESTATED TERM NOTE]


 




	
  $                       

  	
   

  	
  Date:
  January     , 2004

  






 


FOR
VALUE RECEIVED, the undersigned.(hereinafter, together with their successors in
title and assigns, collectively, called the “Borrowers”), by this promissory
note (hereinafter, together with the Schedule annexed hereto, called “this
Note”), absolutely and unconditionally and jointly and severally promise to pay
to the order
of                                                      a
[national banking association organized under the laws of the United States of
America] (hereinafter, together with its successors in title and assigns,
called the “Bank”), the principal sum
of                                                      and     /l00
Dollars
($                      ),
or, if less, the aggregate principal outstanding amount of all fundings made
under the Term Loan by the Bank pursuant to the Loan Agreement (as hereinafter
defined), and to pay interest on the principal sum outstanding hereunder from
time to time from the date hereof until the said principal sum or the unpaid
portion thereof shall have become due and payable as hereinafter provided.


 


Capitalized
terms used herein without definition shall have the meaning set forth in the
Loan Agreement.


 


The
unpaid principal (not at the time overdue) under this Note shall bear interest
at the rate or rates from time to time in effect under the Loan Agreement.  Accrued interest on the unpaid principal
under this Note shall be payable on the dates specified in the Loan Agreement.


 


Subject
to the prepayment provisions of the Loan Agreement, the entire principal of
this Note shall be payable by the Borrowers to the holder hereof in twenty (20)
consecutive quarter-annual installments of principal, with such installments to
be payable on the last day of each September, December, March and
June in each year, beginning March 31, 2004, and with the last of
such twenty (20) installments to be payable on December 31, 2008.  While any principal hereof remains unpaid,
subject to the prepayment provisions of the Loan Agreement, there shall become
absolutely due and payable by the Borrowers hereunder in succession, and the
Borrowers hereby jointly and severally promise to pay to the holder hereof, the
twenty (20) such quarter-annual installments of the principal of this
Note.  Subject to the prepayment
provisions in the Loan Agreement, the amount of each installment of principal
payable by the Borrowers is set forth in the table opposite the date on which
such installment shall become due and payable hereunder:


 

















 


	
  Installment

  Payment Date

  	
   

  	
  Aggregate
  Amount

  of Payment

  	
   

  
	
  03/31/04

  	
   

  	
   

  	
   

  
	
  06/30/04

  	
   

  	
   

  	
   

  
	
  09/30/04

  	
   

  	
   

  	
   

  
	
  12/31/05

  	
   

  	
   

  	
   

  
	
  03/31/05

  	
   

  	
   

  	
   

  
	
  06/30/05

  	
   

  	
   

  	
   

  
	
  09/30/05

  	
   

  	
   

  	
   

  
	
  12/31/05

  	
   

  	
   

  	
   

  
	
  03/31/06

  	
   

  	
   

  	
   

  
	
  06/30/06

  	
   

  	
   

  	
   

  
	
  09/30/06

  	
   

  	
   

  	
   

  
	
  12/31/06

  	
   

  	
   

  	
   

  
	
  03/31/07

  	
   

  	
   

  	
   

  
	
  06/30/07

  	
   

  	
   

  	
   

  
	
  09/30/07

  	
   

  	
   

  	
   

  
	
  12/31/07

  	
   

  	
   

  	
   

  
	
  03/31/08

  	
   

  	
   

  	
   

  
	
  06/30/08

  	
   

  	
   

  	
   

  
	
  09/30/08

  	
   

  	
   

  	
   

  
	
  12/31/08

  	
   

  	
   

  	
   

  



 


On
December 31, 2008, the date of the final maturity of this Note, there
shall become absolutely due and payable by the Borrowers hereunder, and the
Borrowers hereby jointly and severally promise to pay to the Bank, the balance
(if any) of the principal hereof then remaining unpaid, all of the unpaid
interest accrued hereon and all (if any) other amounts payable on or in respect
of this Note or the indebtedness evidenced hereby.


 


Each
overdue amount (whether of principal, interest or otherwise) payable on or in
respect of this Note or the indebtedness evidenced hereby shall (to the extent
permitted by applicable law) bear interest at the rates and on the terms
provided by the Loan Agreement.  The
unpaid interest accrued on each overdue amount in accordance with the foregoing
terms of this paragraph shall become and be absolutely and jointly and
severally due and payable by the Borrowers to the Bank on demand by the
Administrative Agent.  Interest on each
overdue amount will continue to accrue as provided by the foregoing terms of
this paragraph, and will (to the extent permitted by applicable law) be compounded
daily until the obligations of the Borrowers in respect of the payment of such
overdue amount shall be discharged (whether before or after judgment).


 


Each
payment of principal, interest or other sum payable on or in respect of this
Note or the indebtedness evidenced hereby shall be made by the Borrowers
directly to the Administrative Agent in dollars, for the account of the Bank,
at the address of the Administrative Agent set forth in the Loan Agreement, on
the due date of such payment, and in immediately available and freely
transferable funds.  All payments on or
in respect of this Note or the indebtedness evidenced hereby shall be made
without set-off or counterclaim and free and clear of and without any
deductions, withholdings, restrictions or conditions of any nature.


 


This
Note is made and delivered by the Borrowers to the Bank pursuant to the
Revolving Credit and Term Loan Agreement, dated as of June 24, 2003, among
(i) the Borrowers, (ii) the Banks, and (iii) the Administrative Agent
(hereinafter, as originally executed, and as now or hereafter varied or
supplemented or amended and restated, called the “Loan Agreement”), to which
reference is hereby made for a statement of the terms and conditions (to the
extent not set forth herein) under which the Loan evidenced hereby was made and
is to be repaid.  This Note evidences
the joint and several obligation of the Borrowers (a) to repay the principal
amount of


 


2

















 


the Bank’s Commitment Percentage of the Term Loan made by the Banks to
the Borrowers pursuant to the Loan Agreement; (b) to pay interest, as herein
and therein provided, on the principal amount hereof remaining unpaid from time
to time; and (c) to pay other amounts which may become due and payable
hereunder or thereunder as herein and therein provided.  The payment of the principal of and the
interest on this Note and the payment of all (if any) other amounts as may
become due and payable on or in respect of this Note are secured by certain collateral,
as evidenced by the Security Documents. 
Reference is hereby made to the Loan Agreement (including the Exhibits
and Schedules annexed thereto) and to the other Security Documents for a
complete statement of the terms thereof and for a description of such
collateral.


 


The
Borrowers will have the right to prepay the unpaid principal of this Note in
full or in part upon the terms contained in the Loan Agreement.  The Borrowers will have an obligation to
prepay principal of this Note from time to time if and to the extent required
under, and upon the terms contained in, the Loan Agreement.  Any partial payment of the indebtedness
evidenced by this Note shall be applied in accordance with the terms of the
Loan Agreement.  Any prepaid principal
of this Note may not be reborrowed.


 


Pursuant
to and upon the terms contained in Section 7 of the Loan Agreement, the
entire unpaid principal of this Note, all of the interest accrued on the unpaid
principal of this Note and all (if any) other amounts payable on or in respect
of this Note or the indebtedness evidenced hereby may be declared to be
immediately due and payable, whereupon the entire unpaid principal of this
Note, all of the interest accrued on the unpaid principal of this Note and all
(if any) other amounts payable on or in respect of this Note or the
indebtedness evidenced hereby shall (if not already due and payable) forthwith
become and be due and payable to the Bank without presentment, demand, protest
or any other formalities of any kind, all of which are hereby expressly and
irrevocably waived by the Borrowers, excepting only for notice expressly
provided for in the Loan Agreement.


 


All
computations of interest payable as provided in this Note shall be made by the
Administrative Agent in accordance with the terms of the Loan Agreement.  The interest rate in effect from time to
time shall be determined in accordance with the terms of the Loan Agreement.


 


Should
all or any part of the indebtedness represented by this Note be collected by
action at law, or in bankruptcy, insolvency, receivership or other court
proceedings, or should this Note be placed in the hands of attorneys for
collection after default, the Borrowers hereby promise to pay to the holder of
this Note, upon demand by the holder hereof at any time, in addition to
principal, interest and all (if any) other amounts payable on or in respect of
this Note or the indebtedness evidenced hereby, all court costs and reasonable
attorneys’ fees and all other collection charges and expenses reasonably
incurred or sustained by the holder of this Note.


 


No
delay or omission on the part of the Bank or any holder hereof in exercising
any right hereunder shall operate as a waiver of such right or of any other
rights of the Bank or such holder, nor shall any delay, omission or waiver on
any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.


 


3

















 


Each
of the Borrowers and every endorser and guarantor of this Note hereby
irrevocably waives notice of acceptance, presentment, demand, notice of
nonpayment, protest, notice of protest, suit and all other demands, notices and
other conditions precedent in connection with the delivery, acceptance,
performance, default, collection and/or enforcement of this Note or any
collateral or security therefor, except for notices’ expressly provided for in
the Loan Agreement or any other Loan Document, and assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.


 


Each
of the Borrowers hereby absolutely and irrevocably consents and submits, for
itself and its property, to the non-exclusive jurisdiction of the courts of the
Commonwealth of Massachusetts or of the United States of America for the
District of Massachusetts in connection with any actions or proceedings brought
against any Borrower by the holder hereof arising out of or relating to this
Note.


 


THE
BORROWERS AND THE BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OTHER LOAN
DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY.  THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT THIS NOTE AND THE MAKE THE LOAN.


 


This
Note is intended to take effect as a sealed instrument.  This Note and the obligations of the
Borrowers hereunder shall be governed by and interpreted and determined in
accordance with the laws of the Commonwealth of Massachusetts.


 


 


(Signatures on next page)


 


4

















 


IN
WITNESS WHEREOF, this TERM NOTE has been duly executed under seal by the
undersigned on the day and in the year first above written in Boston,
Massachusetts.


 


 


	
  WITNESS:

  	
  MAC-GRAY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stewart
  Gray MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chairman
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAC-GRAY
  SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stewart
  Gray MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INTIRION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stewart
  Gray MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


5

















 


SCHEDULE TO TERM NOTE


 


 


	
  DATE

  	
   

  	
  AMOUNT OF

  LOAN

  	
   

  	
  TYPE OF

  LOAN

  (PRIME

  RATE OR

  LIBOR

  	
   

  	
  APPLICABLE

  PRIME RATE

  MARGIN OR

  APPLICABLE

  LIBOR

  MARGIN

  	
   

  	
  INTEREST

  RATE*

  	
   

  	
  INTEREST

  PERIOD**

  	
   

  	
  AMOUNT

  PAID

  	
   

  	
  NOTATION

  MADE BY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 












*                                         or
Prime Rate Loans, insert “Prime Rate plus Applicable Prime Rate Margin”


For LIBOR Loans, insert “LIBOR Rate plus Applicable LIBOR Margin”


**                                  or
LIBOR Loans only


 


6