Exhibit 10.9 ------------ CONSULTING AGREEMENT -------------------- This CONSULTING AGREEMENT is made as of April 17, 1997 by and between Mac- Gray II, Inc., a Delaware corporation (the "Company"), and Jeffrey C. Huenink ("Consultant"). Reference is...Consulting Agreement • August 14th, 1997 • Mac-Gray Corp • Florida
EXHIBIT 10.20 VOTING AGREEMENT ---------------- VOTING AGREEMENT dated as of December 22, 1997 (the "Agreement") between the undersigned holder (the "Holder") of shares of the capital stock of Intirion Corporation, a Delaware corporation (the...Voting Agreement • February 9th, 1998 • Mac-Gray Corp • Services-personal services • Delaware
RECITALS --------Pledge Agreement • June 10th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 9th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
FORM OF TERM NOTEMac-Gray Corp • August 14th, 2000 • Services-personal services
FOR VALUE RECEIVED, the undersigned (hereinafter, together with their successors in title and assigns, collectively, called the "Borrowers"), by this promissory note (hereinafter, together with the Schedule annexed hereto, called "this Note"), absolutely and unconditionally and jointly and severally promise to pay to the order of __________________, a national banking association organized under the laws of the United States of America (hereinafter, together with its successors in title and assigns, called the "Bank"), the principal sum of ____________________($______________) or, if less, the aggregate principal outstanding amount of all fundings made under the Term Loan by the Bank pursuant to the Loan Agreement (as hereinafter defined), and to pay interest on the principal sum outstanding hereunder from time to time from the date hereof until the said principal sum or the unpaid portion thereof shall have become due and payable as hereinafter provided.
1. Representations and Warranties. The Company and the Operating ------------------------------ Subsidiaries, jointly and severally, represent and warrant to, and agree with, each Underwriter as set forth below in this Section 1. Certain terms used in...Underwriting Agreement • August 14th, 1997 • Mac-Gray Corp • New York
EXHIBIT 10.20 ================================================================= =============== STOCK PURCHASE AGREEMENT By and AmongStock Purchase Agreement • April 9th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
Exhibit 10.18 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 2005 • Mac-Gray Corp • Services-personal services
FORM OF -------Escrow Agreement • February 9th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of April 23, 1998, by and among Mac-Gray Corporation, a Delaware corporation (the "Company"), and the holders who are...Registration Rights Agreement • February 25th, 1999 • Mac-Gray Corp • Services-personal services • Massachusetts
CREDIT AGREEMENTCredit Agreement • March 31st, 2005 • Mac-Gray Corp • Services-personal services • New York
STATE STREET BANK AND TRUST COMPANY (FOR ITSELF AND AS AGENT FOR) CORESTATES BANK, N.A., BANKBOSTON, N.A. AND MAC-GRAY CORPORATION, MAC-GRAY SERVICES, INC. AND INTIRION CORPORATIONCredit Agreement • June 10th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
ANDStockholders' Agreement • August 14th, 1997 • Mac-Gray Corp • Delaware
AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of February 29, 2012 among MAC-GRAY CORPORATION, as the Borrower, THE LENDERS PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK,...Credit Agreement • March 2nd, 2012 • Mac-Gray Corp • Services-personal services • New York
This AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of February 29, 2012, among MAC-GRAY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
EXHIBIT 10.5 STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Agreement"), dated as of June 24, 2003, is made by MAC-GRAY CORPORATION, a Delaware...Stock Pledge Agreement • March 30th, 2004 • Mac-Gray Corp • Services-personal services • Massachusetts
EXHIBIT 2.2 =================================================================== ============= STOCK AND ASSET PURCHASE AGREEMENTNon-Competition Agreement • May 11th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
STATE STREET BANK AND TRUST COMPANY (FOR ITSELF AND AS AGENT FOR) CORESTATES BANK, N.A. AND MAC-GRAY II, INC., MAC-GRAY CO., INC., SUN SERVICES OF AMERICA, INC. AND MAC- GRAY ACQUISITION CORP. (AND ITS SUCCESSOR-IN-INTEREST, R. BODDEN COIN-OP LAUNDRY,...Credit Agreement • August 14th, 1997 • Mac-Gray Corp • Massachusetts
FORM OF -------Noncompetition Agreement • February 9th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
RECITALSSecurity Agreement • August 14th, 1997 • Mac-Gray Corp • Massachusetts
by and amongStockholders' Agreement • August 14th, 1997 • Mac-Gray Corp • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2005 • Mac-Gray Corp • Services-personal services • New York
This REGISTRATION RIGHTS AGREEMENT dated August 16, 2005 (the “Agreement”), is entered into by and among Mac-Gray Corporation, a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and J.P. Morgan Securities Inc. (“JPMorgan” or the “Initial Purchaser”).
EXHIBIT 10.3 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 17, 1997 BY AND AMONG MAC-GRAY II, INC., MAC-GRAY CO., INC., MAC-GRAY ACQUISITION CORP., SUN SERVICES OF AMERICA, INC., R. BODDEN COIN-OP-LAUNDRY, INC.Agreement and Plan of Merger • August 14th, 1997 • Mac-Gray Corp • Florida
SECURITY AGREEMENT ------------------Security Agreement • June 10th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
ARTICLE IGuarantee and Collateral Agreement • March 31st, 2005 • Mac-Gray Corp • Services-personal services • New York
Exhibit 99.1 ------------ AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT This Amendment No. 1 to the Shareholder Rights Agreement between Mac-Gray Corporation, a Delaware corporation ("Mac-Gray"), and State Street Bank and Trust Company, a...Shareholder Rights Agreement • February 28th, 2001 • Mac-Gray Corp • Services-personal services • Massachusetts
INDEX ----- Page ---- SECTION 1. SALE OF SHARES AND ASSETS; PURCHASE PRICE.............. 1 1.01 Transfer of Amerivend Shares................................ 1 1.02 Sale of Southeast Assets.................................... 2 1.03 Purchase...Stock and Asset Purchase Agreement • March 5th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
EXHIBIT A-2Mac-Gray Corp • March 30th, 2004 • Services-personal services
FOR VALUE RECEIVED, the undersigned (hereinafter, together with their successors in title and assigns, collectively, called the "Borrowers"), by this promissory note (hereinafter, together with the Schedule annexed hereto, called "this Note"), absolutely and unconditionally and jointly and severally promise to pay to the order of ____________, a national banking association organized under the laws of the United States of America (hereinafter, together with its successors in title and assigns, called the "Bank"), the principal sum of ____________________________, or, if less, the aggregate principal outstanding amount of all fundings made under the Term Loan by the Bank pursuant to the Loan Agreement (as hereinafter defined), and to pay interest on the principal sum outstanding hereunder from time to time from the date hereof until the said principal sum or the unpaid portion thereof shall have become due and payable as hereinafter provided.
AGREEMENT AND PLAN OF MERGER by and among MAC-GRAY CORPORATION, SPIN HOLDCO INC., CSC SERVICEWORKS, INC., CSC SERVICEWORKS HOLDINGS, INC. and CSC FENWAY, INC. October 14, 2013Agreement and Plan of Merger • October 15th, 2013 • Mac-Gray Corp • Services-personal services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated October 14, 2013, is entered into by and among Mac-Gray Corporation, a Delaware corporation (the “Company”), CSC ServiceWorks Holdings, Inc., a Delaware corporation (“Holdings”), CSC ServiceWorks, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“CSC”), Spin Holdco Inc., a Delaware corporation and wholly-owned subsidiary of CSC (“Parent” and, together with Holdings and CSC, the “Buyer Entities”) and CSC Fenway, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
AMENDMENT TO CONFIDENTIALITY AND NON-COMPETITION AGREEMENT ---------------------------------------------Confidentiality and Non-Competition Agreement • August 14th, 1997 • Mac-Gray Corp
EXHIBIT 10.16 DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement is made and entered into this ____ day of __________, 1997 ("Agreement"), by and between Mac-Gray Corporation, a Delaware corporation (together with any successor or...Director Indemnification Agreement • March 29th, 2002 • Mac-Gray Corp • Services-personal services
MAC-GRAY CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF JUNE 8, 2009Shareholder Rights Agreement • June 10th, 2009 • Mac-Gray Corp • Services-personal services • Delaware
Agreement, dated as of June 8, 2009, between Mac-Gray Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a New York Limited Liability Trust Company (the “Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2008 • Mac-Gray Corp • Services-personal services • Delaware
This Agreement made and entered into this 4th day of November, 2008, (the “Agreement”), by and between Mac-Gray Corporation, a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):
andShareholder Rights Agreement • June 18th, 1999 • Mac-Gray Corp • Services-personal services • Delaware
ARTICLE IConsulting and Noncompetition Agreement • August 14th, 1997 • Mac-Gray Corp • Massachusetts
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of February 29, 2012, among MAC-GRAY CORPORATION, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral AgentGuarantee and Collateral Agreement • March 2nd, 2012 • Mac-Gray Corp • Services-personal services • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of February 29, 2012 (as amended, modified, extended, renewed or replaced, this “Agreement”) by and among MAC-GRAY CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower identified on the signature pages hereto and each of the parties that may join as a Guarantor or Grantor hereunder after the date hereof, and Bank of America, N.A., as Collateral Agent (together with its successors and assigns in such capacity, the “Collateral Agent”).
