0001104659-08-022862 Sample Contracts

GUARANTEE AND COLLATERAL AGREEMENT dated as of April 1, 2008, among MAC-GRAY CORPORATION, MAC-GRAY SERVICES, INC., INTIRION CORPORATION, THE SUBSIDIARIES OF THE BORROWERS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral Agent
Guarantee and Collateral Agreement • April 7th, 2008 • Mac-Gray Corp • Services-personal services • New York

GUARANTEE AND COLLATERAL AGREEMENT dated as of April 1, 2008 (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”, among Mac-Gray Corporation (the “Parent Borrower”), Mac-Gray Services, Inc. (“Services”), Intirion Corporation (together with the Parent Borrower and Services, the “Borrowers”), the Subsidiaries of the Borrowers identified herein and Bank of America, N.A., as Collateral Agent (together with its successors in such capacity, the “Collateral Agent”).

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SENIOR SECURED CREDIT AGREEMENT dated as of April 1, 2008 among MAC-GRAY CORPORATION, MAC-GRAY SERVICES, INC. and INTIRION CORPORATION, as Borrowers, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent BANC...
Senior Secured Credit Agreement • April 7th, 2008 • Mac-Gray Corp • Services-personal services • New York

This SENIOR SECURED CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of April 1, 2008, among MAC-GRAY CORPORATION, a Delaware corporation (the “Parent Borrower”), MAC-GRAY SERVICES, INC., a Delaware corporation (“MGS”), and INTIRION CORPORATION, a Delaware corporation (“Intirion”; together with the Parent Borrower and MGS, each a “Borrower” and collectively the “Borrowers”), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.

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FORM OF] REVOLVING NOTE
Revolving Note • April 7th, 2008 • Mac-Gray Corp • Services-personal services • New York

FOR VALUE RECEIVED, the undersigned (the “Borrowers”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Senior Secured Credit Agreement dated as of April 1, 2008 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among Mac-Gray Corporation, a Delaware corporation (the “Parent Borrower”), Mac-Gray Services, Inc., a Delaware corporation (“MGS”), Intirion Corporation, a Delaware corporation (“Intirion”; together with the Parent Borrower and MGS, each a “Borrower” and collectively, the “Borrowers”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

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Contract
Promissory Note • April 7th, 2008 • Mac-Gray Corp • Services-personal services • Delaware

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.

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FORM OF] SWINGLINE NOTE
Swingline Note • April 7th, 2008 • Mac-Gray Corp • Services-personal services • New York

FOR VALUE RECEIVED, the undersigned (the “Borrowers”), hereby promises to pay to BANK OF AMERICA, N.A. or registered assigns (the “Swingline Lender”), in accordance with the provisions of the Senior Secured Credit Agreement dated as of April 1, 2008 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among Mac-Gray Corporation, a Delaware corporation (the “Parent Borrower”), Mac-Gray Services, Inc., a Delaware corporation (“MGS”), Intirion Corporation, a Delaware corporation (“Intirion”; together with the Parent Borrower and MGS, each a “Borrower” and collectively, the “Borrowers”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

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FORM OF] TERM LOAN NOTE
Term Loan Note • April 7th, 2008 • Mac-Gray Corp • Services-personal services • New York

FOR VALUE RECEIVED, the undersigned (the “Borrowers”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Senior Secured Credit Agreement dated as of April 1, 2008 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among Mac-Gray Corporation, a Delaware corporation (the “Parent Borrower”), Mac-Gray Services, Inc., a Delaware corporation (“MGS”), Intirion Corporation, a Delaware corporation (“Intirion”; together with the Parent Borrower and MGS, each a “Borrower” and collectively, the “Borrowers”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

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PARTNERSHIP INTEREST PURCHASE AGREEMENT dated as of April 1, 2008 among AUTOMATIC LAUNDRY COMPANY, LTD., THE PARTNERS LISTED ON THE SIGNATURE PAGES HERETO MAC-GRAY NEWCO, LLC AND MAC-GRAY SERVICES, INC.
Partnership Interest Purchase Agreement • April 7th, 2008 • Mac-Gray Corp • Services-personal services • Delaware

PARTNERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) dated as of April 1, 2008 among Automatic Laundry Company, Ltd., a Texas limited partnership (the “Company”), the partners of the Company listed on the signature pages hereto (“Sellers”), Mac-Gray Newco, LLC, a Delaware limited liability company (“Newco”), and Mac-Gray Services, Inc., a Delaware corporation (the “Buyer”).

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SENIOR UNSECURED CREDIT AGREEMENT dated as of April 1, 2008 among MAC-GRAY CORPORATION, MAC-GRAY SERVICES, INC. and INTIRION CORPORATION, as Borrowers, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent BANC OF AMERICA...
Senior Unsecured Credit Agreement • April 7th, 2008 • Mac-Gray Corp • Services-personal services • New York

This SENIOR UNSECURED CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of April 1, 2008, among MAC-GRAY CORPORATION, a Delaware corporation (the “Parent Borrower”), MAC-GRAY SERVICES, INC., a Delaware corporation (“MGS”), and INTIRION CORPORATION, a Delaware corporation (“Intirion”; together with the Parent Borrower and MGS, each a “Borrower” and collectively the “Borrowers”), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.

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GUARANTEE AGREEMENT dated as of April 1, 2008, among MAC-GRAY CORPORATION, MAC- GRAY SERVICES, INC., INTIRION CORPORATION, THE SUBSIDIARIES OF THE BORROWERS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative Agent
Guarantee Agreement • April 7th, 2008 • Mac-Gray Corp • Services-personal services • New York
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