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