COPY,
WHEN REQUESTED, TO THE PAYEE), AND (II) AT ANY TIME AFTER RECEIVING A
NON-PAYMENT DEFAULT NOTICE FOR THE PURPOSE OF ASCERTAINING THE STATUS OF ANY
DEFAULT AND A DETAILED DESCRIPTION OF THE EVENTS GIVING RISE TO SUCH DEFAULT
(AND THE REPRESENTATIVE IS AUTHORIZED TO DISCLOSE SUCH MATTERS TO PAYEE).
SECTION 5.
DEFINITIONS.
FOR PURPOSES
OF THESE DEFINITIONS AND THEIR USE IN THIS NOTE, THE TERM "MAKER" SHALL INCLUDE
THE MAKER AND ITS PARENT COMPANY, MAC-GRAY CORPORATION.
(A)
"AFFILIATE" MEANS, WITH RESPECT TO ANY
PERSON (THE "SUBJECT PERSON"), (I) ANY OTHER PERSON (A "CONTROLLING PERSON")
THAT DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS THE
SUBJECT PERSON OR (II) ANY OTHER PERSON WHICH IS
8
CONTROLLED BY OR IS UNDER COMMON CONTROL WITH A CONTROLLING PERSON; PROVIDED,
HOWEVER, THAT THE HOLDER AND ITS AFFILIATES SHALL NOT BE DEEMED AFFILIATES OF
THE MAKER.
(B)
"CONTROL" (INCLUDING, WITH CORRELATIVE
MEANINGS, THE TERMS "CONTROLLING," "CONTROLLED BY" AND "UNDER COMMON CONTROL
WITH"), AS USED WITH RESPECT TO ANY PERSON, MEANS THE POSSESSION, DIRECTLY OR
INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND
POLICIES OF THAT PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES OR
INTERESTS, BY CONTRACT OR OTHERWISE.
(C)
"DEFAULT" MEANS ANY EVENT OR CONDITION
WHICH CONSTITUTES AN EVENT OF DEFAULT OR WHICH WITH THE GIVING OF NOTICE OR
LAPSE OF TIME OR BOTH WOULD, UNLESS CURED WITHIN THE STATED TIME PERIOD OR
WAIVED, BECOME AN EVENT OF DEFAULT.
(D)
"LETTER OF CREDIT" MEANS A LETTER OF CREDIT
ISSUED BY BANK OF AMERICA, N.A. OR ANY AFFILIATE OF BANK OF AMERICA, N.A., FOR
THE ACCOUNT OF THE MAKER.
(E)
"PAID-IN-FULL" OR "PAYMENT-IN-FULL" SHALL
MEAN WITH RESPECT TO THE SENIOR FINANCING OBLIGATIONS, (I) THE PAYMENT IN FULL
IN CASH OF ALL OUTSTANDING SENIOR FINANCING OBLIGATIONS (OTHER THAN CONTINGENT
INDEMNITY, COST OR REIMBURSEMENT OBLIGATIONS TO THE EXTENT THAT NO CLAIM GIVING
RISE THERETO HAS BEEN ASSERTED), (II) THE TERMINATION OF ALL COMMITMENTS TO
EXTEND CREDIT THAT WOULD CONSTITUTE SENIOR FINANCING OBLIGATIONS AND (III) THE
TERMINATION OR CASH COLLATERALIZATION OF LETTERS OF CREDIT (IN AN AMOUNT NOT TO
EXCEED 101% OF THE FACE AMOUNT OF SUCH OBLIGATIONS); PROVIDED THAT IN NO EVENT
SHALL A REFINANCING OR RESTATEMENT OF THE SENIOR FINANCING OBLIGATIONS
CONSTITUTE PAYMENT-IN-FULL OR PAID-IN-FULL OF SUCH SENIOR FINANCING OBLIGATIONS.
(F)
"PERSON" MEANS AN INDIVIDUAL OR A
CORPORATION, COMPANY, PARTNERSHIP, TRUST, INCORPORATED OR UNINCORPORATED
ASSOCIATION, JOINT VENTURE, JOINT STOCK COMPANY, LIMITED LIABILITY COMPANY,
GOVERNMENT (OR ANY AGENCY OR POLITICAL SUBDIVISION THEREOF) OR OTHER ENTITY OF
ANY KIND.
(G)
"PURCHASE AGREEMENT" MEANS THAT CERTAIN
PARTNERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF APRIL 1, 2008 AMONG
AUTOMATIC LAUNDRY COMPANY, LTD., A TEXAS LIMITED PARTNERSHIP, THE PARTNERS OF
THE COMPANY LISTED ON THE SIGNATURE PAGES THERETO MAC-GRAY NEWCO, LLC, A
DELAWARE LIMITED LIABILITY COMPANY, AND THE MAKER.
(H)
"REMEDIES" SHALL MEAN, WITH RESPECT TO A
"DEFAULT" OR AN "EVENT OF DEFAULT" AS DEFINED IN THIS NOTE, THE ACCELERATION OF
ANY OF THIS NOTE OR THE EXERCISE OF ANY REMEDIES IN