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EXHIBIT 10.14
MAC-GRAY CORPORATION
MAC-GRAY SERVICES, INC.
INTIRION CORPORATION
22 Water Street
Cambridge, MA 02141
Dated as of: December 2, 2002
Fleet National Bank,
Individually and as Administrative Agent
100 Federal Street
Boston, MA 02110
KeyBank National Association,
Individually and as Documentation Agent
One Canal Plaza, 4th Floor
Portland, ME 04101-4035
Citizens Bank of Massachusetts
28 State Street
Boston, MA 02109
Banknorth, N.A.
(f/k/a First Massachusetts Bank, N.A.)
7 New England Executive Park
Suite 700
Burlington, MA 01803
Re: THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Ladies and Gentlemen:
We refer to the Revolving Credit and Term Loan Agreement, dated as of June
29, 2000 (as amended, the "Agreement"), among Mac-Gray Corporation, Mac-Gray
Services, Inc., Intirion Corporation (collectively, the "Borrowers"), the
banking institutions referred to therein as Banks (the "Banks"), Fleet National
Bank as Administrative Agent (the "Agent"), and KeyBank National Association as
Documentation Agent. Upon the terms and subject to the conditions contained in
the Agreement, you agreed to make Revolving Credit Loans and a Term Loan to the
Borrowers.
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Terms used in this letter of agreement (the "Third Amendment") which are
not defined herein, but which are defined in the Agreement, shall have the same
respective meanings herein as therein.
We have requested you to make certain amendments to the Agreement. You
have advised us that you are prepared and would be pleased to make the
amendments so requested by us on the condition that we join with you in this
Third Amendment.
Accordingly, in consideration of these premises, the promises, mutual covenants
and agreements contained in this Third Amendment, and fully intending to be
legally bound by this Third Amendment, we hereby agree with you as follows:
ARTICLE I
AMENDMENTS TO AGREEMENT
Effective as of December 2, 2002 (the "Third Amendment Date"), the
Agreement is amended in each of the following respects:
(a) The terms "Loan Documents" and "Security Documents" shall, wherever
used in any of the Loan Documents or Security Documents, be deemed to also mean
and include this Third Amendment.
(b) Section 6.11 of the Agreement is amended: (i) by deleting the work
"and" at the end of clause (i); and (ii) by inserting the following at the end
of clause (ii):
",and (iii) the Borrower may consummate the repurchase of the capital stock
of the Borrower in an aggregate cash amount not to exceed $3,000,000 in the
aggregate during the term of this Agreement, PROVIDED that at the time any
such payment is proposed to be made and after giving effect thereto, the
Special Payment Conditions have been met, and PROVIDED, FURTHER, that each
such payment shall reduce, on a dollar-for-dollar basis, (x) the maximum
amount of Capital Expenditures otherwise permitted under Section 6.10, and
(y) the amount of EBITDA calculated for purposes of determining the
Operating Cash Flow Ratio."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrowers hereby jointly and severally represent and warrant to you
as follows:
(a) REPRESENTATIONS IN AGREEMENT. Each of the representations and
warranties made by the Borrowers to you in the Agreement was true, correct and
complete when made, and is true, correct and complete in all material respects
on and as of the date
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hereof with the same full force and effect as if each of such representations
and warranties had been made by the Borrowers on the date hereof and in this
Third Amendment.
(b) NO DEFAULTS OR EVENTS OF DEFAULT. No Default or Event of Default
exists on the date of this Third Amendment (after giving effect to all of the
arrangements and transactions contemplated by this Third Amendment).
(c) BINDING EFFECT OF DOCUMENTS. This Third Amendment has been duly
executed and delivered to you by the Borrowers and is in full force and effect
as of the date hereof, and the agreements and obligations of the Borrowers
contained herein constitute the joint and several, and legal, valid and binding
obligations of the Borrowers enforceable against the Borrowers in accordance
with their respective terms.
ARTICLE III
PROVISIONS OF GENERAL APPLICATION
(a) NO OTHER CHANGES. Except to the extent specifically amended and
supplemented hereby, all of the terms, conditions and the provisions of the
Agreement, the Notes and each of the Security Documents shall remain unmodified,
and the Agreement, the Notes and each of the Security Documents, as amended and
supplemented by this Third Amendment, are confirmed as being in full force and
effect.
(b) GOVERNING LAW. This Third Amendment is intended to take effect as a
sealed instrument and shall be deemed to be a contract under the laws of the
Commonwealth of Massachusetts. This Third Amendment and the rights and
obligations of each of the parties hereto shall be governed by and interpreted
and determined in accordance with the laws of the Commonwealth of Massachusetts.
(c) BINDING EFFECT; ASSIGNMENT. This Third Amendment shall be binding upon
and inure to the benefit of each of the parties hereto and their respective
successors in title and assigns.
(d) COUNTERPARTS. This Third Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed an
original, but all of which together shall constitute one instrument. In making
proof of this Third Amendment, it shall not be necessary to produce or account
for more than one counterpart thereof signed by each of the parties hereto.
(e) CONFLICT WITH OTHER AGREEMENTS. If any of the terms of this Third
Amendment shall conflict in any respect with any of the terms of any of the
Agreement or any other Loan Document, the terms of this Third Amendment shall be
controlling.
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(f) CONDITIONS PRECEDENT. This Third Amendment shall become and be
effective of the Third Amendment Date, but only if the form of acceptance at the
end of this Third Amendment shall be signed by the Agent and the Banks.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Third Amendment and return such
counterpart to the undersigned, whereupon this Third Amendment, as so accepted
by you, shall become a binding agreement among you and the undersigned.
Very truly yours,
THE BORROWERS:
MAC-GRAY CORPORATION
By: /s/ [ILLEGIBLE]
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Title:CFO
MAC-GRAY SERVICES, INC.
By: /s/ [ILLEGIBLE]
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Title: CFO
INTIRION CORPORATION
By: /s/ [ILLEGIBLE]
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Title: CFO
(Signatures continued on next page)
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