Exhibit 10.2
THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE
SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 4 HEREOF TO THE
INDEBTEDNESS (INCLUDING INTEREST AND OTHER AMOUNTS) OWED BY MAKER PURSUANT TO
THAT CERTAIN SENIOR SECURED CREDIT AGREEMENT (AS AMENDED, RESTATED, EXTENDED OR
OTHERWISE MODIFIED FROM TIME TO TIME, THE "SENIOR CREDIT AGREEMENT") DATED AS OF
THE DATE HEREOF AMONG MAKER, MAC-GRAY CORPORATION AND INTIRION CORPORATION (THE
"SENIOR BORROWERS"), THE LENDERS PARTY THERETO AND BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND TO INDEBTEDNESS REFINANCING THE
INDEBTEDNESS UNDER THE SENIOR CREDIT AGREEMENT; AND EACH HOLDER OF THIS
PROMISSORY NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE
SUBORDINATION PROVISIONS IN SECTION 4 HEREOF.
PROMISSORY NOTE
$10,000,000.00
April 1, 2008
FOR VALUE RECEIVED, MAC-GRAY SERVICES, INC., a Delaware corporation ("Maker"),
promises to pay to the order of Paceco Investors, L.P., a Texas limited
partnership ("Payee"), at 420 Throckmorton Street, Suite 710, Fort Worth, Texas
76102, in lawful money of the United States of America, the sum of TEN MILLION
AND NO/100 DOLLARS ($10,000,000.00), together with interest on the unpaid
principal balance from time to time outstanding hereunder at a rate per annum of
nine percent (9%) (the "Applicable Rate"), provided that in no event shall the
Applicable Rate exceed the maximum lawful rate (the "Maximum Rate") which may be
contracted for, charged, taken, received or reserved by Payee in accordance with
applicable law, due credit being given for all payments, charges and
calculations made in connection with the loan evidenced hereby that may be
treated as interest under applicable law.
SECTION 1.
INTEREST.
INTEREST WILL BE
COMPUTED ON A 360-DAY YEAR AND WILL BE ACCRUED ON THE NUMBER OF DAYS FUNDS ARE
ACTUALLY OUTSTANDING.
SUBJECT TO SECTION 4, ACCRUED INTEREST ON THE UNPAID
PRINCIPAL BALANCE OF THIS NOTE SHALL BE DUE AND PAYABLE IN THE AMOUNT OF
$225,000.00 ON THE 1ST DAY OF JANUARY, APRIL, JULY, AND OCTOBER, OF EACH YEAR
(THE "QUARTERLY PERIODS") COMMENCING ON JULY 1, 2008, UNTIL THE SECOND
ANNIVERSARY OF THE DATE HEREOF.
SECTION 2.
PAYMENTS OF PRINCIPAL AND
INTEREST.
(A)
SUBJECT TO SECTION 4, ALL UNPAID PRINCIPAL
AND ACCRUED INTEREST HEREUNDER SHALL BE DUE AND PAYABLE ON THE EARLIER OF A
CHANGE IN CONTROL (AS SUCH TERM IS HEREINAFTER DEFINED) AND APRIL 1, 2010 (THE
"MATURITY DATE").
SUBJECT TO SECTION 4, PRINCIPAL AND
INTEREST ON THIS NOTE MAY BE PREPAID BY MAKER, IN WHOLE OR IN PART, AT ANY TIME
OR FROM TIME TO TIME, WITHOUT PREMIUM OR PENALTY.
ALL PAYMENTS ON THIS NOTE
SHALL BE APPLIED FIRST TO THE PAYMENT OF UNPAID ACCRUED INTEREST, AND ANY
REMAINDER SHALL BE APPLIED TO REDUCTION OF THE PRINCIPAL BALANCE HEREOF. FOR
PURPOSES OF THIS NOTE, (I) A "CHANGE IN CONTROL" SHALL MEAN (A) ANY PERSON WHO
IS NOT AN AFFILIATE OF MAKER ON THE DATE HEREOF BECOMING THE BENEFICIAL OWNER,
DIRECTLY OR INDIRECTLY, OF FIFTY PERCENT (50%) OR MORE OF THE COMBINED VOTING