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